Galenfeha, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






AGREEMENT AND PLAN OF ACQUISITION 
by and between

GALENFEHA, INC. 
and 
DAYLIGHT PUMPS, LLC 
Dated as
of March 21st, 2015 

TABLE OF CONTENTS 

	  	  	Page 
	ARTICLE
      I – THE OFFER 	1
      
	1.1
      	The
      Offer 	1
      
	1.2
      	Seller
      Actions 	2
      
	  	  	  
	ARTICLE
      II – THE ACQUISITION 	2
      
	2.1
      	The
      Acquisition 	2
      
	2.2
      	Closing;
      Effective Time 	2
      
	2.3
      	Effects
      of the Acquisition 	2
      
	2.4
      	Certificate
      of Incorporation and Bylaws 	2
      
	2.5
      	Directors
      and Officers 	3
      
	  	  	  
	ARTICLE
      III – REPRESENTATIONS AND WARRANTIES OF PARENT 	3
      
	3.1
      	Corporate
      Organization 	3
      
	3.2
      	Authority
      	3
      
	3.3
      	Consents
      and Approvals 	3
      
	3.4
      	Broker’s
      Fees 	3
      
	3.5
      	Legal
      Proceedings 	3
      
	3.6
      	Available
      Funds 	3
      
	3.7
      	No
      Other Representations or Warranties 	4
      
	  	  	  
	ARTICLE
      IV – REPRESENTATIONS AND WARRANTIES OF SELLER 	4
      
	4.1
      	Corporate
      Organization 	4
      
	4.2
      	Capitalization
      	4
      
	4.3
      	Assets
      	4
      
	4.4
      	Authority
      	4
      
	4.5
      	No
      Violation; Required Filings and Consents 	4
      
	4.6
      	Financial
      Statements 	5
      
	4.7
      	Broker’s
      Fees 	5
      
	4.8
      	Absence
      of Certain Changes or Events 	5
      
	4.9
      	Legal
      Proceedings 	5
      
	4.10
      	Absence
      of Undisclosed Liabilities 	5
      
	4.11
      	Permits;
      Compliance with Applicable Laws and Reporting Requirements 	5
      
	4.12
      	Taxes
      and Tax Returns 	5
      
	4.13
      	Employee
      Benefit Programs 	5
      
	4.14
      	Labor
      and Employment Matters 	6
      
	4.15
      	Material
      Contracts 	6
      
	4.16
      	Properties
      	6
      
	4.17
      	Environmental
      Liability 	7
      
	4.18
      	State
      Takeover Laws 	7
      
	4.19
      	Insurance
      	7
      
	4.20
      	Customers
      	7
      
	4.21
      	Opinion
      of Financial Advisor 	7
      
	4.22
      	No
      Other Representations or Warranties 	7
      
	4.23
      	Definition
      of Seller’s Knowledge 	8
      
	  	  	  
	ARTICLE
      V – COVENANTS RELATING TO CONDUCT OF BUSINESS 	8
      
	5.1
      	Conduct
      of Business Pending the Effective Time 	8
      
	5.2
      	Certain
      Tax Matters 	8
      


i 





	ARTICLE
      VI – ADDITIONAL AGREEMENTS 	8
      
	6.1
      	Access
      to Information 	8
      
	6.2
      	Additional
      Agreements 	9
      
	6.3
      	Advice
      of Changes 	9
      
	6.4
      	Publicity
      	9
      
	  	  	  
	ARTICLE
      VII – CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE ACQUISITION
    	9
      
	7.1
      	Conditions
      	9
      
	  	  	  
	ARTICLE
      VIII – TERMINATION, AMENDMENT AND WAIVER 	9
      
	8.1
      	Termination
      	9
      
	8.2
      	Effect
      of Termination 	9
      
	  	  	  
	ARTICLE
      IX - MISCELLANEOUS 	10
      
	9.1
      	Expenses
      	10
      
	9.2
      	Notices
      	10
      
	9.3
      	Interpretation
      	10
      
	9.4
      	Counterparts
      	10
      
	9.5
      	Entire
      Agreement 	10
      
	9.6
      	Governing
      Law; Jurisdiction and Venue; WAIVER OF JURY TRIAL 	10
      
	9.7
      	Severability
      	11
      
	9.8
      	Assignment;
      Reliance of Other Parties 	11
      
	9.9
      	Specific
      Performance 	11
      
	9.10
      	Definitions
      	11
      
	  	  	  
	SIGNATURE
      PAGE 	14
      


ii 




AGREEMENT AND PLAN OF AQUISITION 

     AGREEMENT AND PLAN OF ACQUISITION (the “Agreement”),
dated as of March 21st, 2015, by and among Galenfeha, Inc., a Nevada
corporation (“Parent”) and Daylight Pumps, LLC a corporation organized under the
laws of the State of Arkansas (“Seller”) 

     WHEREAS, the board of directors of Parent and directors
and officers of Seller have approved the acquisition of Seller by Parent on the
terms and conditions set forth in this Agreement; 

     WHEREAS, pursuant to this Agreement, and subject to the
terms and conditions set forth herein, Galenfeha, Inc. has agreed to commence a
cash offer (the “Offer”) to purchase all of Seller business entity and
fixed assets (“Seller Assets”), for a total cash offer price of $135,000
(“Offer Price”); 

     WHEREAS, the Offer Price constitutes the option of
accepting stock in replacement of cash for the officers of Seller set forth in
the following descriptions: 

Warren T. Robertson – Partner/Daylight Pumps, LLC 

	 	•	
      $5,300 total cash paid on or before April 1, 2015 based
      upon agreement of cash valuation for percentage balance of inventory
      assets, and $53,000 total cash paid for percentage of Business Enterprise
      valuation in four installments in the amount of $13,250 by the end of each
      quarter beginning April 1, 2015. 


	 	•	
      132,500 total shares of Galenfeha, Inc. stock, issued
      quarterly in the amount of 33,125 shares beginning April 1, 2015 for
      remaining percentage valuation of Business Enterprise




Wayne Hightower – Partner/ Daylight Pumps, LLC 

	 	•	
      47,000 shares of Galenfeha stock issued on or before
      April 1, 2015 for percentage balance of inventory. 

	 	•	
      587,500 shares of Galenfeha, Inc. stock, issued quarterly
      in the amount of 146,875 shares beginning April 1, 2015 for remaining
      percentage valuation of Business Enterprise. 



These combined agreements institute a total share issuance of
767,000 shares at $.10 per share for a total valuation of $76,700 with the
addition of a cash payout for the Acquisition of $58,300 for a total of
$135,000. 

WHEREAS, following consummation of the Offer, upon the
terms and conditions set forth herein, Daylight Pumps, LLC will be acquired by
the Parent, (“Acquisition” and, with the Offer, the
“Transaction”), whereby Parent will have the right to receive free and
clear title ownership to Seller Assets, whereby placing title into Parent; 

     WHEREAS, the Seller’s Officers shall continue to conduct
ordinary course of business from the date of this Agreement and after the
completion of this Agreement and subsequent Transactions with reasonable efforts
from Parent to provide management, operating and technical assistance to the
operator of Seller; 

     WHEREAS, the Seller directors and officers have
unanimously (i) determined and declared that this Agreement, the Offer and the
Acquisition are advisable and in the best interests of Seller, (ii) approved the
Offer and the Acquisition in accordance with the General Corporation Law of the
State of Arkansas, (“ARGCL”) and (iii) adopted this Agreement, and (iv)
recommended that the Seller accept the Offer, extend full ownership of all
Seller Assets into the Offer for the purpose of Repayment and free and clear
title of ownership by Parent, and if required by applicable Law, adopt and
approve this Agreement; 

     WHEREAS, as an inducement and condition to Parent
entering into this Agreement, certain directors and executive officers of Seller
are entering into support agreements (collectively, the “Support
Agreements”) with Parent and with the execution of this Agreement, whereby,
among other things, such directors and officers have agreed, upon the terms and
subject to the conditions set forth therein, to extend full ownership of Seller
Assets whether held directly by Seller or its directors and officers on behalf
of Seller in the Offer and to support the actions necessary to consummate the
Acquisition; and 

     WHEREAS, the parties desire to make certain
representations, warranties and agreements in connection with the Transaction
and to prescribe certain conditions to the Transaction. 

     NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants, representations, warranties and agreements contained
herein, and intending to be legally bound hereby, the parties agree as follows:


ARTICLE I – THE OFFER 

1.1     The Offer.


     (a) Provided that this Agreement shall
not have been terminated by a mutual agreement by the Parent board and the
Seller directors and officers, as promptly as is reasonably practicable (but in
no event later than March 31, 2015) after the date of this Agreement, Parent
shall commence an offer to purchase all Seller Assets at the Offer Price and
shall use its reasonable best efforts to consummate the Offer, subject to the
terms and conditions hereof and thereof. Subject to the terms and conditions of
this Agreement, Parent shall purchase from Seller, (after giving effect to any
required withholding Tax), all Seller Assets validly presented pursuant to the
Offer and not withdrawn (the time and date of acceptance for payment, the
“Acceptance Date”). 

     (b) Parent reserves the right to
modify, in whole or in part, the terms of the Offer, with written consent of the
Seller. The Offer shall remain open until 12:00 midnight, Ft. Worth, Texas time,
on the date that is twenty (20) Business Days after the commencement of the
Offer (the “Expiration Date”), unless Parent shall have extended the
period of time for which the Offer is open pursuant to, and in accordance with,
the succeeding sentence or as may be required by applicable Laws, in which event
the term “Expiration Date” shall mean the latest time and date as the
Offer, as so extended, may expire; provided, however, that Parent
may provide a subsequent offering period for an additional 30 calendar days (and
one or more extensions thereof) after the Expiration Date, in accordance with
applicable Laws. Nothing contained in this paragraph shall affect any
termination rights of the parties in Article VIII. 

     (c) On the date of commencement of the
Offer, Parent shall make all other filings or recordings required by the
Securities and Exchange Commission (“SEC”) with respect to the Offer
which shall contain the offer to purchase and related letter of transmittal and
summary advertisement and other ancillary documents and instruments required
thereby pursuant to which the Offer will be made and cause the Offer Documents
to be disseminated to Seller directors and officers giving reasonable
opportunity to review and comment on the Offer Documents prior to their filing
with the SEC, and Parent agree to provide Seller with any comments or other
communications, whether written or oral, that may be received from the SEC or
its staff with respect to the Offer Documents promptly after receipt thereof and
prior to responding thereto, and a reasonable opportunity to provide comments on
that response (to which reasonable and good faith consideration shall be given).
If at any time prior to the Effective Time, any information relating to the
Offer, the Acquisition, Seller, Parent, or any of their respective Affiliates,
should be discovered by Seller or Parent which should be set forth in an
amendment or supplement to the Offer Documents, so that the Offer Documents
shall not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading, the party which discovers such information shall promptly notify the
other party, and an appropriate amendment or supplement describing such
information shall be filed with the SEC and disseminated to the Seller directors
and officers, as and to the extent required by applicable Law. 




     (d) Parent shall provide or cause to
be provided to Seller on a timely basis the funds necessary to pay for Seller
Assets that Parent becomes obligated to purchase pursuant to the Offer and shall
cause Parent to fulfill its obligations under this Agreement. 

1.2     Seller
Actions. 

     (a) Seller directors and officers
hereby represent, that the Seller directors and officers, at a meeting duly
called and held at which a quorum was present throughout, has unanimously (i)
determined that the Transaction, and each of the Offer and the Acquisition, is
advisable and in the best interests of Seller, (ii) approved the Offer, the
Acquisition and this Agreement in accordance with the ARGCL, (iii) recommended
acceptance of the Offer extend full ownership of all Seller Assets into the
Offer for the purpose of Repayment and free and clear title of ownership of
tangible assets by Parent, and if required by applicable Law, adopt and approve
this Agreement; 

     (b) In connection with the Offer,
Seller will promptly furnish Parent with managerial meeting minutes as of March
1, 2015, financial and Tax reports, active contracts or agreements for normal
course of business and a computer list containing the names and addresses and
contractual details for the companies, Persons or Person with a revenue
generating contractual relationship with Seller as of the most recent
practicable date, and shall furnish Parent with such additional available
information and such other assistance as Parent or its agents may reasonably
request. Subject to the requirements of applicable Laws, and except for such
steps as are necessary to disseminate the Offer Documents and any other
documents necessary to consummate the Acquisition, Parent, and their
Representatives, shall keep such information confidential and use the
information contained in any such listings and files only in connection with the
Offer and the Acquisition and, should the Offer terminate or if this Agreement
shall be terminated, will promptly deliver to Seller all copies of such
information then in their possession. 

ARTICLE II – THE AQQUISITION 

2.1     The
Acquisition. Upon the terms and subject to the satisfaction or
waiver of the conditions set forth in this Agreement, and in accordance with the
ARGCL, at the Effective Time, Seller shall be acquired by Parent upon
acquisition of Seller Assets. 

2.2    
Closing; Effective Time. Subject to the terms and
conditions of this Agreement, the closing of the Acquisition (the
“Closing”) will take place at the offices of Galenfeha, Inc., 420
Throckmorton Street, Suite 200, Ft. Worth Texas, unless another place is agreed
to in writing by the parties hereto, at 10:00 a.m., local time, on a date (the
“Closing Date”) specified by the parties, which shall be no later than
two (2) Business Days after the satisfaction or waiver (subject to applicable
Law) of the latest to occur of the conditions set forth here within, unless this
Agreement has been theretofore terminated pursuant to its terms or unless
extended by mutual agreement of the parties. As soon as practicable after the
satisfaction or waiver of the conditions set forth, the Acquisition shall become
effective upon the filing with the Secretary of State of the State of Arkansas a
certificate of Acquisition or other appropriate document (the “Certificate of
Acquisition”), and the parties shall make all other filings or recordings
required by the ARGCL and the SEC. The term (“Effective Time”) shall be
the date and time when the Acquisition becomes effective. 

2.3     Effects
of the Acquisition. 

     (a) At and after the Effective Time,
the Acquisition shall have the effects set forth in this Agreement and in the
appropriate provisions of the ARGCL. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, the Acquisition of the
Seller by the Parent shall use maintain the name Daylight Pumps as the Parent
sees appropriate, and as such continue ordinary course of business; manage all
licenses, leases, legally enforceable rights to use, all material service names,
domain names, and logos used in the respective business, continue to provide SOP
to certain officers of Seller, maintain contractual agreements with independent
contractors, and uphold positions and duties of officers and all other Seller
Personnel necessary to carry on business as is currently being conducted. 

     (b) Seller will conduct business
within its ordinary course; however Seller will not enter into any capital
commitment relating to the business or incur or assume any liability in
connection with the business, other than in the normal and usual course of
business, without prior written consent of the Parent, such consent not to be
unreasonably withheld or delayed. Seller will not vary any of their vendor
contracts or agreements and will continue to observe and perform all of its
obligations and duties under these contracts or agreements unless written
notification is provided to Parent regarding such variances. 

     (c) Parent shall use reasonable
efforts to provide management, operating and technical assistance to the
Seller’s operator during the interim period of this Agreement. 

2.4    
Certificate of Incorporation and Bylaws. At the
Effective Time, the Certificate of Incorporation, as amended, of Seller, as in
effect immediately prior to the Effective Time, shall be amended in order to
reflect the provisions outlined in this agreement in accordance with the
applicable laws of the State of Arkansas.




2.5    
Directors and Officers. Subject to compliance with
applicable Laws, from and after the Effective Time, the directors and officers
of Seller shall continue to hold office until their successors shall have been
duly elected, appointed or qualified or until their earlier death, resignation
or removal in accordance with the Seller Corporate Charter and the Seller
Bylaws. 

ARTICLE III – REPRESENTATIONS AND WARRANTIES OF PARENT


Parent hereby represent and warrant to Seller as follows: 

3.1    
Corporate Organization. 

     (a) Parent is a Nevada corporation
duly organized, validly existing and in corporate good standing under the laws
of Nevada. 

     (b) Parent has all requisite corporate
power and authority and all necessary governmental approvals to own, lease and
operate all of its properties and assets and to carry on its business as it is
now being conducted. Parent is duly licensed or qualified to do business and is
in corporate good standing in each jurisdiction in which the nature of the
business conducted by it or the character or location of the properties and
assets owned, leased or operated by it makes such licensing or qualification
necessary, except where the failure to be so licensed or qualified and in
corporate good standing would not, either individually or in the aggregate,
reasonably be expected to have a Parent Material Adverse Effect. The certificate
of incorporation and bylaws of Parent, copies of which have previously been made
available to Seller, are true, correct and complete copies of such documents as
currently in effect. 

3.2    
Authority. Parent has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and perform its obligations hereunder. The
adoption, execution, delivery and performance of this Agreement and the approval
of the consummation of the transactions contemplated hereby have been
recommended by, and are duly and validly authorized by all necessary action of
Parent. No other corporate proceedings on the part of Parent are necessary to
authorize the adoption, execution, delivery and performance of this Agreement or
to consummate each of the Offer, the Acquisition and the other Transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Parent, and (assuming due authorization, execution and delivery by
Seller), constitutes the valid and binding obligations of Parent, enforceable
against Parent in accordance with its terms. 

3.3    
Consents and Approvals. None of the execution, delivery
or performance of this Agreement by Parent, the consummation by Parent of the
transactions contemplated hereby, including the Offer and the Acquisition, or
compliance by Parent with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the organizational documents of Parent,
(ii) require Parent to make any filing with, give any notice to, or obtain any
permit, authorization, consent, or approval of, any Governmental Authority,
(iii) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument or obligation to which Parent, as the case may be,
is a party or by which it or any of their respective properties or assets may be
bound, or (iv) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Parent or any of their respective properties or assets,
excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices,
permits, authorizations, consents, approvals, violations, breaches or defaults
that would not, individually or in the aggregate, (A) prevent or materially
delay consummation of the Offer or the Acquisition, (B) otherwise prevent or
materially delay performance by Parent of the respective material obligations
under this Agreement, or (C) have a Parent Material Adverse Effect. 

3.4    
Broker’s Fees. Parent nor any of the respective
officers, directors, employees or agents has employed any broker, finder or
financial advisor or incurred any liability for any fees or commissions in
connection with any of the transactions contemplated by this Agreement except
for fees and commissions incurred in connection with the engagement of legal,
accounting or other professional services payable in connection with the
Acquisition, all of which will be paid by Parent. 

3.5     Legal
Proceedings. There is no claim, suit, action, proceeding or
investigation of any nature pending or, to the knowledge of Parent, threatened,
against Parent, challenging the validity or propriety of the transactions
contemplated by this Agreement, which, if adversely determined, would, either
individually or in the aggregate, reasonably be expected to have a Parent
Material Adverse Effect. 

3.6    
Available Funds. Parent has, and at each of the
Acceptance Date and the date of the Effective Time will have, sufficient cash,
available lines of credit or other sources of immediately available funds to
enable it to pay the aggregate Offer Price and the aggregate Acquisition
Consideration in full as well as to make all other required payments payable in
connection with the transactions contemplated hereby. 

3.7     No
Other Representations or Warranties. Except for the representations
and warranties contained herewithin, none of Parent, or any other Person on
behalf of Parent makes any express or implied representation or warranty with
respect to Parent or with respect to any other information provided to Seller in
connection with the transactions contemplated hereby. None of Parent or any
other Person on behalf of Parent shall be held liable for damage, liability or
loss resulting from the distribution to Seller, or Seller’s use of, any such
information, including any information, documents, projections, forecasts or
other material made available to Seller in expectation of the transactions
contemplated by this Agreement, unless any such information is expressly
included in a representation or warranty contained herewithin. 




ARTICLE IV – REPRESENTATIONS AND WARRANTIES OF SELLER


Seller hereby represents and warrants to Parent as follows:


4.1     Corporate
Organization. 

     (a) Seller is a corporation duly
organized, validly existing and in corporate good standing under the laws of the
State of Arkansas. 

     (b) Seller has all requisite corporate
power and authority to own, lease or operate all of its properties and assets
and to carry on its business as it is now being conducted. Seller is duly
licensed or qualified to do business and is in corporate good standing in each
jurisdiction in which the nature of the business conducted by it or the
character or location of the properties and assets owned, leased or operated by
it makes such licensing or qualification necessary, except where the failure to
be so licensed or qualified and in corporate good standing has not and would not
reasonably be expected to have, a Seller Material Adverse Effect. The
Certificate of Incorporation and the Bylaws or equivalent organizational
documents of Seller, copies of which have previously been made available to
Parent, are true, correct, and complete copies of such documents as currently in
effect. 

4.2    
Capitalization. Since its origination, Seller
hereby represents that it does not have a share structure established nor has it
ever authorized, issued, or registered any shares. 

4.3    
Assets. Seller has fixed assets in the form of
materials used in the manufacture of chemical injection pumps valued at
approximately $10,000 and a Business Enterprise valued at approximately
$125,000. All Seller Assets are wholly owned by Seller and/or its directors and
officers and having been duly authorized, validly obtained, fully paid or
financed, and are assessed at approximate values.

4.4    
Authority. Seller has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and perform its obligations hereunder,
including the Offer and the Acquisition, subject to obtaining the approval of
the Seller directors and officers to adopt and approve this Agreement. The
adoption, execution, delivery and performance of this Agreement and the approval
of the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Seller and no other
corporate proceedings on the part of Seller are necessary to authorize the
adoption, execution, delivery and performance of this Agreement or to consummate
each of the Offer and the Acquisition and the other transactions contemplated
hereby, except for the adoption and approval of this Agreement by the Seller
directors and officers and the filing of the Certificate of Acquisition with the
State of Arkansas. The Seller directors and officers have unanimously (i)
determined and declared that this Agreement, the Offer and the Acquisition are
advisable and in the best interests of Seller, (ii) approved the Offer and the
Acquisition in accordance with the ARGCL, and (iii) adopted this Agreement, and
(iv) recommended that the Seller accept the Offer, extend full ownership of all
Seller Assets into the Offer for the purpose of Repayment and free and clear
title of ownership by Parent, and if required by applicable Law, adopt and
approve this Agreement. This Agreement has been duly and validly executed and
delivered by Seller and (assuming due authorization, execution and delivery by
Parent) constitutes the valid and binding obligations of Seller, enforceable
against Seller in accordance with its terms. 

4.5     No
Violation; Required Filings and Consents. Assuming the adoption and
approval of this Agreement by the Seller directors and officers and except for
filings, permits, authorizations, consents and approvals, and for the
termination or expiration, as applicable, none of the execution, delivery or
performance of this Agreement by Seller, the consummation by Seller of the
transactions contemplated hereby, including the Offer and the Acquisition, or
compliance by Seller with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the organizational documents of Seller,
(ii) require Seller to make any filing with, give any notice to, or obtain any
permit, authorization, consent or approval of, any Governmental Authority, (iii)
(A) require Seller to give any notice to, or obtain any consent from, any Person
under, or (B) result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, modification, cancellation or acceleration) under, any of the
terms, conditions or provisions of any material note, bond, mortgage, indenture,
lease, license, contract, agreement or other instrument or obligation to which
Seller is a party or by which it or any of its properties or assets may be
bound, or (iv) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Seller or any of its properties or assets, excluding
from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits,
authorizations, consents, approvals, violations, breaches, defaults or rights of
termination, cancellation or acceleration that, would not, individually or in
the aggregate, (A) prevent or materially delay consummation of the Offer and the
Acquisition, (B) otherwise prevent or materially delay performance by Seller of
its material obligations under this Agreement, or (C) reasonably be expected to
have a Seller Material Adverse Effect. 

4.6    
Financial Statements. Seller financial statements
(including, in each case, any notes thereto) (the “Seller Financial
Statements”) made available by the Seller to the Parent, (i) has been
prepared from and in accordance with and accurately reflects the books and
records of Seller in all material respects, (ii) has been prepared in accordance
with United States generally accepted accounting principles (“GAAP”)
applied (except as may be indicated in the notes thereto) on a consistent basis
throughout the periods indicated (except as may be indicated in the notes
thereto), and (iii) each presents fairly in all material respects the financial
position, results of operations and cash flows of Seller. 




4.7     Broker’s Fees.
Neither Seller nor any of its officers, directors, employees, or agents has
employed any broker, finder or financial advisor or incurred any liability for
any fees or commissions in connection with any of the transactions contemplated
by this Agreement (including the Offer and the Acquisition), except for fees and
commissions incurred in connection with the engagement of legal, accounting or
other professional services payable in connection with the transactions
contemplated hereby, all of which will be paid by Seller. 

4.8     Absence of Certain
Changes or Events. Since March 1, 2015, (a) Seller has conducted its
respective business in all material respects in the ordinary course consistent
with their past practice, (b) other than as a result of the transactions
contemplated by this Agreement, there has not been: (i) any adverse change in
the financial condition, backlog, operations or business of Seller that would
reasonably be expected to have a Seller Material Adverse Effect; (ii) any
damage, destruction, or loss to the business or properties of Seller (whether or
not covered by insurance) that would reasonably be expected to have a Seller
Material Adverse Effect; (iii) any labor dispute (other than routine
grievances); (iv) any increase in compensation, bonus, deferred compensation, or
other consideration of any employee or director other than in the ordinary
course of business consistent with past practice, (v) transfer, sell, lease,
sublease or license or otherwise dispose of any material assets or properties of
Seller other than in the ordinary course of business consistent with past
practice, (vi) write down or write up the value of any receivable or revalue any
assets of Seller other than in the ordinary course of business consist with past
practice, or (vii) settle, pay or discharge any litigation, investigation, or
arbitration, other than the settlement, payment, discharge or satisfaction in
the ordinary course of business consistent with past practice, and (c) there has
not been any change, circumstance or event which has had, or would reasonably be
expected to have, individually or in the aggregate, a Seller Material Adverse
Effect. 

4.9     Legal
Proceedings. There is (a) no suit, claim, action, arbitration,
investigation of a Governmental Authority, alternative dispute resolution action
or any other judicial, administrative or arbitral proceeding pending or, to the
knowledge of Seller, threatened against Seller or, to the knowledge of Seller,
any executive officer or director of Seller (in their capacity as such), and (b)
to the knowledge of Seller, any executive officer or director of Seller (in
their capacity as such), is subject to any outstanding order, writ, judgment,
injunction or decree of any Governmental Authority, which, in the case of (a) or
(b), (i) would, individually or in the aggregate, (A) prevent or materially
delay the consummation of the Offer or the Acquisition, or (B) otherwise prevent
or materially delay performance by Seller of any of its material obligations
under this Agreement, or (ii) has or would reasonably be expected to,
individually or in the aggregate, result in the imposition of any material
liability upon Seller or the imposition of any material restriction on the
operation of the business of Seller. 

4.10     Absence of
Undisclosed Liabilities. Since March 1, 2015, except for those
liabilities that are fully reflected or reserved against on the Seller Financial
Statements and for liabilities incurred in the ordinary course of business
consistent with past practice, Seller has not incurred any obligation or
liability (contingent or otherwise) that, either alone or when combined with all
similar liabilities, either has had, or would reasonably be expected to have,
individually or in the aggregate, a Seller Material Adverse Effect. 

4.11     Permits; Compliance
with Applicable Laws and Reporting Requirements. Seller hold all
permits, licenses, variances, authorizations, exemptions, orders, registrations
and approvals of all Governmental Authorities which are required for the
operation of their respective businesses (the “Seller Permits”), each of
the Seller Permits is in full force and effect, and Seller is in material
compliance with the terms of the Seller Permits. Seller is not and at all times
since March 1, 2015, has not been, in violation of any applicable Laws which
would result in the imposition of any material liability upon Seller or the
imposition of any material restriction on the operation of the business of
Seller. 

4.12     Taxes and Tax
Returns. 

     (a) Seller has (a) timely filed (or
has caused to be timely filed on its behalf) (after taking into account any
extension of time within which to file) all material Tax Returns required to be
filed by it; and (b) timely paid (or has caused to be timely paid on its behalf)
all material Taxes required to have been paid by it, except for Taxes that are
being contested in good faith by appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP. To the knowledge of
Seller, an adequate reserve (excluding any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) for all
Taxes payable by Seller for all taxable periods and portions thereof in
accordance with GAAP, whether or not shown as being due on any Tax Returns. No
deficiencies for any material amount of Taxes have been proposed, asserted or
assessed against Seller as of the date hereof, and no requests for waivers of
the time to assess any such material Taxes are pending or have been granted.


     (b) No examination or audit of any
material Tax Return of Seller or any administrative or judicial proceeding in
respect of any material amount of Tax is currently in progress or, to Seller’s
knowledge, threatened. 




     (c) Seller (i) is not nor has ever
been a member of a group of corporations with which it has filed (or been
required to file) consolidated, affiliated, combined or unitary Tax Returns,
other than a group the common parent of which was Seller, or (ii) is a party to
or bound by any Tax indemnity, Tax sharing or Tax allocation agreement. 

     (d) Seller has timely withheld and
paid all material Taxes required to have been withheld and paid in connection
with any amounts paid or owing to any Seller Personnel, creditor, depositor, or
other third party, and has complied in all material respects with any applicable
information reporting, filing or similar requirements with respect to any such
payments. 

     (e) Seller has not participated
in any “listed transaction” within the meaning of Treasury Regulations Section
1.6011 -4(b)(2) or Section 301.6111 -2(b)(2).

     (f) During the five-year period
ending on the date hereof, Seller was not a “distributing corporation” or a
“controlled corporation” in a transaction intended to be governed by Section 355
of the Code. 

4.13     Employee Benefit
Programs. The parties acknowledge that certain payments have been
made or are to be made by Seller into Seller’s Simplified Employee Pension Plan
– IRA (“SEP”), on behalf of certain officers of Seller none of which
funds are matched by Seller. Seller hereby represents and warrants that all such
amounts payable into SEP (i) are being paid or granted as compensation for past
services performed, future services to be performed, or future services to be
refrained from performing, (and matters incidental thereto) and (ii) are not
matched by Seller. 

4.14     Labor and Employment
Matters. 

     (a) Seller is in material compliance
with all federal, state, and foreign Laws respecting employment and employment
practices, terms and conditions of employment, and wages and hours, including,
but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the
Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of
1967, as amended, the Americans with Disabilities Act, as amended, and the
related rules and regulations adopted by those federal agencies responsible for
the administration of such Laws, and other than normal accruals of wages during
regular payroll cycles, there are no arrearages in the payment of wages except
for possible violations or arrearages, which, individually or in the aggregate,
are not and would not be, individually or in the aggregate, material in
magnitude. To Seller’s knowledge, as of the date hereof, (i) there are no
material audits or investigations pending or scheduled by any Governmental
Authority pertaining to the employment practices of Seller and (ii) no
complaints relating to employment practices of Seller have been made to any
Governmental Authority or submitted in writing to Seller. 

     (b) Seller is not a party to, or
otherwise bound by, any collective bargaining agreement, contract or other
agreement or understanding with a labor union or labor organization except
outside of the United States in the ordinary course of business. To the
knowledge of Seller, Seller is not subject to any charge, demand, petition or
representation proceeding seeking to compel, require or demand it to bargain
with any labor union or labor organization nor is there pending or threatened,
any labor strike or lockout involving Seller. 

4.15     Material
Contracts. Seller is not a party to or is bound by any contract,
arrangement, commitment or understanding (i) that is a “material contract” (as
such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act),
(ii) which limits the ability of to compete or engage in any line of business or
to solicit business in any geographic area, (iii) which provides for exclusivity
by Seller with respect to any material products or services sold or purchased by
Seller, (iv) that by its terms would prohibit or materially delay the
consummation of the Offer, the Acquisition or any of the other transactions
contemplated by this Agreement, or (v) with any customer of Seller which is
expected to relate to more than $1,000,000 in annual revenue for the fiscal year
ending December 31, 2015. Each contract, arrangement, commitment or
understanding of the type described above in this Section is referred to herein
as a “Seller Contract.” All of the Seller Contracts are valid and binding
on Seller and, to Seller’s knowledge, each other party thereto, as applicable,
and in full force and effect, subject to applicable bankruptcy, insolvency,
moratorium or other similar Laws relating to creditors’ rights and general
principles of equity. Seller has not, and to the knowledge of Seller, none of
the other parties thereto have, violated in any material respect any provision
of, or committed or failed to perform any act, and no event or condition exists,
which with or without notice, lapse of time or both would constitute a material
default under the provisions of any Seller Contract, except in each case for
those violations and defaults which, individually or in the aggregate, would not
reasonably be expected to result in a Seller Material Adverse Effect and Seller
has not received written notice of any of the foregoing. 

4.16 Properties. 

     (a) The parties acknowledge that no
Real Property is owned by Seller and the Seller leases its current office space,
of approximately 4,000 square feet, through a month to month renewable lease
through GWB Properties, LLC. Seller herby represents the office space is located
at 1437 West Newberry Road, Building B, Alma, Arkansas 72921. 

     (b) Except as would not
reasonably be expected to, individually or in the aggregate, have a Seller
Material Adverse Effect, (i) the material improvements on leased office space
have legal and valid access to public streets and such sewer, water, gas,
electric, telephone and other utilities as are necessary to allow the
business as currently operated thereon to be operated in all material respects
in the ordinary course of business, and (ii) the major structural elements of
the improvements made to the office space, including mechanical, electrical,
heating, ventilation, air conditioning or plumbing systems, telecommunications,
sanitary and storm sewage lines and systems, elevators or parking elements, are
in sufficiently good condition (except for ordinary wear and tear) to allow the
business as currently conducted to be operated in all material respects in the
ordinary course of business. 




     (c) With respect to each lease and
sublease for the properties: 

     (i) the lease or sublease is a
valid, binding and enforceable obligation of Seller, as the case may be, subject
to applicable bankruptcy, insolvency, moratorium or other similar Laws relating
to creditors’ rights and general principles of equity; 

     (ii) Seller, nor to the knowledge
of Seller, any other party, is in material breach or material violation of, or
material default under, any such lease, and no event has occurred, is pending
or, to the knowledge of Seller, is threatened, which, after the giving of notice
or the lapse of time or both, would constitute a material breach or material
violation of, or material default by Seller, or to the knowledge of Seller, any
other party under such lease or sublease; 

     (iii) Seller has not assigned,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in
the leasehold; and 

     (iv) Seller enjoys peaceful and
undisturbed possession under such lease. 

     (v) Except for Permitted
Encumbrances (“Permitted Encumbrances”), Seller, as lessee, has the right
under a valid and subsisting lease to use, possess and control all personal
property leased by Seller as now used, possessed and controlled by Seller, as
applicable. 

4.17     Environmental
Liability. There are, and have been, no legal, administrative, arbitral
or other proceedings, claims, actions, causes of action, private environmental
investigations or remediation activities or governmental investigations pending
or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that
are reasonably likely to result in the imposition, on Seller of any liability or
obligation arising under common law, under any lease or sublease, or under any
foreign, local, state or federal environmental statute, regulation, ordinance or
Law including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, which liability or obligation has had or
would reasonably be expected to have, either individually or in the aggregate, a
Seller Material Adverse Effect. To the knowledge of Seller, there is no
reasonable basis for any such proceeding, claim, action or governmental
investigation that would impose any liability or obligation that would be
reasonably likely to have, individually or in the aggregate, a Seller Material
Adverse Effect. Seller is not, or has not been, subject to any agreement, order,
judgment, decree, letter or memorandum by or with any Governmental Authority or
third party imposing any liability or obligation with respect to the foregoing
that would reasonably be expected to have, either individually or in the
aggregate, a Seller Material Adverse Effect. 

4.18     State Takeover
Laws. The Seller directors and officers have approved this Agreement and
the Support Agreements and have taken all other requisite action such that the
provisions of any anti-takeover laws and regulations of any Governmental
Authority, and any provisions of Seller’s Certificate of Incorporation relating
to special voting requirements for certain business combinations, will not apply
to this Agreement, the Support Agreements or any of the transactions
contemplated hereby or thereby. 

4.19     Insurance.
Seller maintains insurance with financially responsible insurers in such amounts
and covering such risks as are in accordance with normal industry practice for
companies engaged in businesses similar to those of Seller. All such insurance
policies are in full force and effect, all premiums due and payable thereunder
have been paid, are not in material default thereunder, Seller has not taken any
action or failed to take any action which, with notice or the lapse of time,
would constitute such a breach or default of thereunder or permit termination or
material modification thereof. Seller has not received any written notice of
cancellation or termination with respect to any such insurance policy of Seller.


4.20     Customers.
Seller has provided to Parent a complete and accurate list of all customers of
Seller which generated revenue during Seller’s 2007 fiscal year. None of Sellers
such customers have notified Seller in writing that it has terminated or
materially and adversely modified, or intends to terminate or materially and
adversely modify, its contracts or arrangements with Seller. 

4.21 Opinion of Financial Advisor. The
Seller directors and officers have received the opinion of Seller’s Financial
Advisor, to the effect that, subject to the assumptions, qualifications and
other matters set forth therein, as of the date hereof, the Offer Price and the
Acquisition Consideration is fair for the Seller from a financial point of view,
and such opinion has not been modified or withdrawn. 

4.22     No Other
Representations or Warranties. Except for the representations and
warranties contained in this Article IV, neither Seller nor any other Person on
behalf of Seller makes any express or implied representation or warranty with
respect to Seller or with respect to any other information provided to Parent in
connection with the transactions contemplated hereby. Neither Seller nor any
other Person acting on behalf of Seller shall be held liable for any actual or
alleged damage, liability or loss resulting from the distribution to Parent, or
Parent’s use of, any such information, including any information, documents,
projections, forecasts or other material made available to Parent in certain
“data rooms” or management presentations in expectation of the transactions
contemplated by this Agreement, unless any such information is expressly
included in a representation or warranty contained in this Article IV. 




4.23     Definition of
Seller’s Knowledge. As used in this Agreement, the phrase “to the
knowledge of Seller” or any similar phrase means the actual knowledge (and not
the constructive or imputed) of the Key Employees. 

ARTICLE V – COVENANTS RELATING TO CONDUCT OF BUSINESS


5.1     Conduct of Business
Pending the Effective Time. At all times from the execution of this
Agreement until the Effective Time, or as expressly permitted elsewhere in this
Agreement, Seller shall conduct its business in the ordinary course consistent
with past practice and in compliance in all material respects with all
applicable Laws, and use commercially reasonable efforts to, preserve
substantially intact its business organizations and goodwill, keep available the
services of its officers and employees and preserve the relationships with those
Persons having business dealings with Seller. Furthermore, Seller agrees not to
take any of the following actions without the prior written consent of Parent
(which will not be unreasonably withheld): 

     (a) amend its articles of
organization, certificate of incorporation or bylaws, joint venture documents,
partnership agreements or equivalent organizational documents or, except as set
forth in this Agreement. 

     (b) (A) transfer, sell, lease,
sublease or license or otherwise dispose of any material assets or properties of
Seller or (B) mortgage or pledge any of the property or assets of Seller, or
subject any such property or assets to any other Encumbrance (except Permitted
Encumbrances), other than, in the case of both (A) and (B), in the ordinary
course of business consistent with past practice; 

     (c) except in the ordinary course
of business consistent with past practice, enter into, or amend or terminate any
Seller Contract or any lease or sublease; 

     (d) make any excess capital
expenditures without consent of Parent; 

     (e) merge, enter into a consolidation
with or otherwise acquire a material position without consent of Parent; 

     (f) write down or write up or
fail to write down or write up the value of any receivables or revalue any
assets of Seller other than in the ordinary course of business and in accordance
with GAAP; 

     (g) create, incur or assume any
indebtedness for borrowed money 

     (h) change any of its methods,
principles or practices of financial accounting currently in effect other than
as required by GAAP as concurred by its independent accountant; 

     (i) (i) modify or amend in a
manner that is adverse in a material respect to Seller, or accelerate, terminate
or cancel, any Seller Contract, (ii) enter into, amend or modify any agreement
or arrangement with Persons that are Affiliates, or (iii) enter into, extend or
renew any contract which, if executed prior to the date of this Agreement, would
have been required to be disclosed, other than, in each case, in the ordinary
course of business consistent with past practice; 

     (j) transfer or license on an
exclusive basis to any Person any rights to Seller Intellectual Property Assets
or Seller Technology; 

     (k) authorize, recommend, propose
or announce an intention to adopt a plan of complete or partial liquidation or
dissolution of Seller; 

     (l) form any Subsidiary; 

     (m) settle, pay or discharge any
litigation, investigation, or arbitration, other than the settlement, payment,
discharge or satisfaction in the ordinary course of business consistent with
past practice; 

     (n) knowingly take or fail to
take any action in breach of this Agreement for the purpose of (or which would
be reasonably expected to) materially delaying or preventing the consummation of
the transactions contemplated hereby (other than as required by Law); and 




     (o) authorize any of, or commit,
resolve, offer or agree to take any of, the foregoing actions or any other
action inconsistent with the foregoing. 

5.2     Certain Tax
Matters. During the period from the date of this Agreement to the
Effective Time: 

     (a) Seller will promptly notify
Parent of any suit, claim, action, investigation, proceeding or audit pending
against or with respect to Seller in respect of any Tax and will not settle or
compromise any such suit, claim, action, investigation, proceeding or audit or
enter into any material closing agreement that would adversely affect Parent’s
Tax liability without Parent’s prior written consent. 

     (b) Except as required by
applicable Tax Law or with Parent’s prior written consent (such consent not to
be unreasonably withheld), Seller will not (i) make or change any material Tax
election, (ii) file any material amended Tax Return, (iii) agree to any material
adjustment of any Tax attribute, (iv) change (or make a request to any taxing
authority to change) any of its methods of reporting income or deductions for
federal income Tax purposes, (v) file any claim for a material refund of Taxes,
or (vi) consent to any extension or waiver of the limitation period applicable
to any material Tax claim or assessment that would adversely affect Parent’s Tax
liability. 

     (c) Seller will retain all books,
documents and records necessary for the preparation of Tax Returns and reports
(including previously filed Tax Returns and reports). 

     ARTICLE VI – ADDITIONAL
AGREEMENTS 

6.1     Access to
Information. 

     (a) Upon reasonable prior notice
and subject to applicable Laws relating to the exchange of information, Seller
shall, afford to the officers, employees, accountants, counsel and other
Representatives of Parent, reasonable access without undue interruption, during
normal business hours during the period from the date of this Agreement until
the Effective Time, or the date, if any, on which this Agreement is
terminated pursuant to Section 8.1, to all of its properties, books, contracts,
commitments and records (other than confidential information contained in
personnel files to the extent the disclosure of such information is prohibited
by privacy Laws), and their accountants and accountants’ work papers. Seller
also shall provide Parent with such access to the appropriate individuals
(including management personnel, attorneys, accountants and other professionals)
for discussion of Seller’s Business, properties, prospects and personnel as
Parent may reasonably request. Seller shall not be required to provide access to
or to disclose information where such access or disclosure would contravene any
law, rule, regulation, order, judgment, decree, or binding agreement entered
into prior to the date of this Agreement or would reasonably be expected to
violate or result in a loss or impairment of any attorney-client or work product
privilege. The parties hereto will use commercially reasonable efforts to make
appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply. 

     (b) With respect to all
information furnished by one party to the other party or its Representatives
under this Agreement, the parties shall comply with, and shall cause their
respective Representatives to comply with, all of their respective obligations
under the Confidentiality Agreement. 

6.2     Additional
Agreements. In case at any time after the Acceptance Date (including
after the Effective Time) any further action is necessary or desirable to carry
out the purposes of this Agreement, reasonable actions as such as necessary, and
may be reasonably requested by the Seller and the Parent, maybe entered into
upon consent of Seller and Parent. 

6.3     Advice of
Changes. Parent and Seller shall each promptly notify the other party of
any change or event having a Parent Material Adverse Effect or Seller Material
Adverse Effect, as the case may be, or which it believes would otherwise be
reasonably likely to cause or constitute a material breach of any of its
representations, warranties or covenants contained herein; provided,
however, that the delivery of any notice shall not limit or otherwise
affect the remedies available hereunder to the party receiving such notice. 

6.4     Publicity So
long as this Agreement is in effect, neither Parent nor Seller shall issue or
cause the publication of any press release or other public announcement with
respect to, or otherwise make any public statement concerning, the transactions
contemplated by this Agreement without the consent of the other party, which
consent shall not be unreasonably withheld or delayed, except as may be required
by applicable Law in which event such party shall endeavor, on a basis
reasonable under the circumstances, to provide a meaningful opportunity to the
other parties to review and comment upon such press release or other
announcement and shall give due consideration to all reasonable additions,
deletions or changes suggested thereto; provided, however, that
the party seeking to issue or cause the publication of any press release or
other announcement with respect to the Transaction or this Agreement shall not
be required to provide any such review or comment to the other party in
connection with any disclosure of Parent in response thereto or in connection
therewith. 




ARTICLE VII – CONDITIONS PRECEDENT 
TO THE
CONSUMMATION OF THE ACQUISITION 

7.1     Conditions.
The respective obligations of Parent and Seller to consummate the Acquisition
are subject to the satisfaction, at or before the Effective Time, of each of the
following conditions: 

     (a) Seller Directors and Officers
Approval. The Seller Directors and Officers Approval shall have been
obtained, if and to the extent required by applicable Laws. 

     (b) Other Approvals. All
regulatory approvals required to consummate the transactions contemplated
hereby, shall have been obtained and shall remain in full force and effect and
all statutory waiting periods applicable to the Acquisition shall have expired
or been terminated. 

     (c) No Injunctions or
Restraints; Illegality. No order, injunction, judgment, ruling or decree
issued by any court or agency of competent jurisdiction or any Governmental
Authority or other legal restraint or prohibition preventing the consummation of
the Acquisition shall be in effect. No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated, deemed
applicable to the Acquisition or enforced by any Governmental Authority which
prohibits, or makes illegal, consummation of the Acquisition. 

ARTICLE VIII – TERMINATION, AMENDMENT AND WAIVER 

8.1     
Termination. This Agreement may be terminated and the
Transaction may be abandoned at any time prior to the Effective Time, whether
before or after the Seller director’s and officer’s Approval: 

     (a) by mutual written consent of
Seller and Parent; 

8.2     Effect of
Termination. In the event of a termination and abandonment of this
Agreement by either Parent or Seller, this Agreement shall immediately become
void and have no effect, and none of Parent or Seller or any of the officers or
directors of Parent or Seller shall have any liability or obligation of any
nature whatsoever hereunder, or in connection with the transactions contemplated
hereby, and all other obligations of the parties specifically intended to be
performed after the termination of this Agreement shall survive any termination
of this Agreement. Notwithstanding the foregoing, neither Parent nor Seller
shall be relieved or released from any liabilities or damages (which the parties
acknowledge and agree shall not be limited to reimbursement of expenses or
out-of-pocket costs, and may include to the extent proven the benefit of the
bargain lost by such party (taking into consideration relevant matters,
including other combination opportunities and the time value of money), which
shall be deemed to be damages of such party) arising out of its willful breach
of any provision of this Agreement or any other agreement delivered in
connection herewith or any fraud; provided that the failure of Parent to
pay for the Seller Assets validly presented and not withdrawn pursuant to the
Offer promptly following the Expiration Date, shall be deemed a willful breach
by Parent of this Agreement, and Parent shall be liable to Seller for such
breach notwithstanding any termination of this Agreement. 

ARTICLE IX — MISCELLANEOUS 

9.1     Expenses.
Except as may otherwise be agreed to hereunder or in other writing by the
parties, all legal and other costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses. 

9.2     Notices. All
notices or other communications hereunder shall be in writing and shall be
deemed given if delivered personally, sent by nationally recognized overnight
courier (providing proof of delivery) or mailed by prepaid registered or
certified mail (return receipt requested) or by telecopy (providing confirmation
of transmission) or by email (providing a printed copy of transmission is
available upon request) addressed as follows: 

     (a) If to Parent, to: 

Galenfeha, Inc. 
420 Throckmorton Street, Suite 200 
Ft.
Worth, Texas 76102 
FAX: 817-887-1455 
Email:
jwketner@galenfeha.com 




     (b) If to Seller, to: 

Daylight Pumps, LLC 
P.O. Box 424 
Alma, Arkansas 72921

Phone: 479-459-8012 
Attention: Warren Robertson 

or such other address as shall be furnished in writing by any
party, and any such notice or communication shall be deemed to have been given
as of the date received by the addressee as provided above; provided that
any notice received by facsimile transmission or otherwise at the addressee’s
location on any Business Day after 5:00 p.m. (addressee’s local time) shall be
deemed to have been received at 9:00 a.m. (addressee’s local time) on the next
Business Day. 

9.3    
Interpretation. When a reference is made in this Agreement to
Sections, Exhibits, or Schedules, such reference shall be to a Section of or
Exhibit to this Agreement unless otherwise indicated. The table of contents and
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation.” The words
“hereof”, “hereto”, “hereby”, “herein” or “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. The term “or” is not
exclusive. Any capitalized terms used in any Exhibit, but not otherwise defined
therein, shall have the meaning as defined in this Agreement. All references to
this Agreement shall be deemed to include references to the “plan of
Acquisition” contained herein (as such term is used in the ARGCL). A reference
to dollars, US$ and $ is to United States currency. 

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

9.5     Entire
Agreement. This Agreement, together with the exhibits and schedules
hereto, and any documents delivered by the parties in connection herewith and
the Confidentiality Agreement constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties
hereto, or any of them, with respect to the subject matter hereof. 

9.6     Governing Law;
Jurisdiction and Venue; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the laws of the State of Nevada
without regard to its rules of conflict of laws. Each of Parent and Seller
hereby irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the courts of Nevada Court of Chancery, or if no such state
court has proper jurisdiction, then the Federal court of the United States of
America located in the State of Nevada, and appellate courts therefrom,
(collectively, the “Nevada Courts”) for any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such courts), waives
any objection to the laying of venue of any such litigation in the Nevada Courts
and agrees not to plead or claim in any Nevada Court that such litigation
brought therein has been brought in any inconvenient forum. Each of the parties
hereto agrees, (a) to the extent such party is not otherwise subject to service
of process in the State of Nevada, to appoint and maintain an agent in the State
of Nevada as such party’s agent for acceptance of legal process, and (b) that
service of process may also be made on such party by prepaid certified mail with
a proof of mailing receipt validated by United States Postal Service
constituting evidence of valid service. Service made pursuant to (a) or (b)
above shall have the same legal force and effect as if served upon such party
personally with the State of Nevada. EACH OF THE PARTIES HERETO 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 BY
THIS AGREEMENT. 

9.7     Severability.
In the event that any one or more provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, by any court of
competent jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement and the parties shall use
their reasonable best efforts to substitute a valid, legal and enforceable
provision which, insofar as practicable, implements the original purposes and
intents of this Agreement. 

9.8     Assignment; Reliance
of Other Parties. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto in whole or in part (whether by operation of Law or otherwise) without
the prior written consent of the other parties and any attempt to make any such
assignment without such consent shall be null and void. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns. Except
(i) as provided in Section 7.5 (Directors’ and Officers’ Indemnification and
Insurance) hereof and (ii) the provisions of Articles I and III concerning
payment of the aggregate Offer Price and Acquisition Consideration, which shall
inure to the benefit of the Seller but, prior to the Effective Time, may only be
enforced by Seller acting on their behalf, this Agreement (including the
documents and instruments referred to herein) is not intended to confer upon any
Person other than the parties hereto any rights or remedies under or by reason
of this Agreement. 




9.9     Specific
Performance. The parties hereto agree that irreparable damage would
occur in the event that the provisions contained in this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions, without the posting of any bond, to prevent breaches of this
Agreement and to enforce specifically the terms and provisions thereof in the
Nevada Courts, this being in addition to any other remedy to which they are
entitled at law or in equity. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative and
not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy. 

9.10     Definitions.
Except as otherwise provided herein or as otherwise clearly required by the
context, the following terms shall have the respective meanings indicated when
used in this Agreement: 

     “Acceptance
Date” shall have the meaning ascribed thereto in Section 1.1(a)
hereof. 

     “Affiliate”
shall mean, with respect to any Person, any other Person controlling, controlled
by or under common control with such Person. As used in this definition,
“control” (including, with its correlative meanings, “controlled by” and “under
common control with”) means the possession, directly or indirectly, of power to
direct or cause the direction of the management and policies of a Person whether
through the ownership of voting securities, by contract or otherwise. 

    
“Agreement” shall have the meaning ascribed thereto in
the recitals hereto. 

    
“Arrangements” shall have the meaning ascribed thereto
in Section 4.13(k) hereof. 

     “Automobiles”
shall mean three (3) non-commercial automobiles used by directors and
officers of Seller. 

     “Business
Day” shall have the meaning ascribed thereto in Rule 14d-1(c)(6)
under the Exchange Act. 

     “Certificate of
Acquisition” shall have the meaning ascribed thereto in Section
2.2 hereof. 

     “Closing”
shall have the meaning ascribed thereto in Section 2.2 hereof. 

     “Closing
Date” shall have the meaning ascribed thereto in Section 2.2
hereof. 

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

     “Confidentiality
Agreement” shall mean that certain Confidentiality Agreement by
and between Seller and Parent dated as of March 1, 2015. 

     “ARGCL”
shall have the meaning ascribed thereto in the recitals hereto. 

     “Effective
Time” shall have the meaning ascribed thereto in Section 2.2
hereof. 

     “Encumbrances”
shall mean all transfer and voting restrictions, liens, security interests,
mortgages, pledges, hypothecations, easements, covenants, declarations,
conditions and restriction, defects in or clouds on title and other encumbrances
of every kind and nature (including options, preemptive right, rights of first
negotiation and rights of first refusal), whether arising by agreement,
operation of law or otherwise. 

     “Equipment”
shall mean SLA Machines 1-11 and all other equipment used in the production of
jewelry manufacturing and all other equipment considered as assets of Seller.


     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


     “Expiration
Date” shall have the meaning ascribed thereto in Section 1.1(b)
hereof. 

     “GAAP”
shall have the meaning ascribed thereto in Section 4.6. 

     “Governmental
Authority” shall mean any (i) United States, foreign, federal,
state, local or other government, (ii) governmental commission, board, body,
bureau, agency, or other judicial, regulatory or administrative authority of any
nature, including courts and other judicial bodies, (iii) any self-regulatory
body or authority, and (iv) any instrumentality or entity designed to act for or
on behalf of the foregoing. 

     “IRS”
shall mean the Internal Revenue Service. 




     “Key
Employee” shall mean each of the individual directors, officers,
or affiliates of Seller. 

     “Law” shall
mean any federal, state, local or foreign law, statute, ordinance or principle
of common law, or any rule, regulation, standard, judgment, order, writ,
injunction, decree, arbitration award, agency requirement, license or permit of
any Governmental Authority. 

    
“Acquisition” shall have the meaning ascribed thereto
in the recitals hereto. 

     “Acquisition
Consideration” shall have the meaning ascribed thereto in Section
3.6 hereof. 

     “Nevada
Courts” shall have the meaning ascribed thereto in Section 10.7
hereof. 

     “Offer”
shall have the meaning ascribed thereto in the recitals hereto. 

     “Offer
Documents” shall have the meaning ascribed thereto in Section 1.1(c)
hereof. 

     “Offer
Price” shall have the meaning ascribed thereto in the recitals
hereto. 

     “Parent”
shall have the meaning ascribed thereto in the recitals hereto. 

     “Parent Material Adverse
Effect” means, with respect to Parent, an effect, event or change
which would reasonably be expected to prevent or materially delay the
consummation of the Transaction and the other transactions contemplated by this
Agreement or prevent or materially impair or delay the ability of Parent to
perform its obligations under this Agreement. 

     “Permitted
Encumbrances” shall mean interest by the investor or landlord of
leased premises. 

     “Person” or
“Persons” shall mean any individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other legal entity, or any Governmental Authority or political subdivision
thereof. 

     “Real
Property” shall mean any land, land improvements such as
buildings, and machinery sited on land. 

    
“Representatives” shall mean the directors, officers, employees,
Affiliates, agents, investment bankers, financial advisors, attorneys,
accountants, brokers, finders, consultants or representatives of Seller, Parent,
as the case may be. 

     “SEC”
shall have the meaning ascribed thereto in Section 1.1(c) hereof. 

    
“Repayment” shall have the meaning ascribed thereto in
the recitals hereto. 

     “Seller”
shall have the meaning ascribed thereto in the recitals hereto. 

     “Seller
Assets” or individually stated as “Seller
Assets”, shall have the meaning ascribed thereto in the recitals
hereto and further described in Section 4.3 hereof. 

     “Seller
Contracts” shall have the meaning ascribed thereto in Section
4.15 hereof. 

     “Seller Financial
Statements” shall have the meaning ascribed thereto in Section 4.6
hereof. 

     “Seller Material Adverse
Effect” shall mean, with respect to Seller, a change, event,
development, circumstance, condition or effect (an “Effect”) that,
individually or when taken together with all other Effects that exist at the
date of determination, has a material adverse effect on the business,
operations, assets, liabilities, results of operations, or financial condition
of Seller, other than (a) any Effect resulting from (i) general changes in the
economy or financial markets of the United States or any other region outside of
the United States, (ii) changes in general legal, regulatory, political,
economic or business conditions (including the commencement, contribution or
escalation of a war or material armed hostilities, acts of terrorism, or the
occurrence of natural disasters) that generally affect the rapid prototyping
industry, (iii) changes in GAAP, (iv) the announcement of this Agreement or
pendency of the Offer or the Acquisition, (v) the identity of Parent or any of
its Affiliates as the acquirer of Seller, and (vi) compliance with the terms of,
or the taking of any action required by, this Agreement or consented to by
Parent; provided that any change of a type described in clauses (i) or
(ii) shall be taken into account in determining whether there was a Seller
Material Adverse Effect if such change affects Seller in a materially
disproportionate manner to other businesses participating in the rapid
prototyping industry; or (b) any failure to meet internal or published
projections, forecasts or revenue or earning predictions for any period;
provided that the underlying causes of such decline, change or failure
shall be considered in determining whether there was a Seller Material Adverse
Effect. 




     “Seller
Permits” shall have the meaning ascribed thereto in Section 4.11
hereof. 

     “Seller
Personnel” shall mean any current or former director, officer,
employee, independent contractor or consultant of Seller. 

     “Seller’s
Business” shall have the meaning ascribed thereto in Section 6.1
hereof. 

     “Seller’s Financial
Advisor” shall have the meaning ascribed thereto in Section 4.21
hereof. 

     “SEP”
shall have the meaning ascribed thereto in Section 4.13 hereof. 

     “Small Business
Incubator” shall mean a facility that offers adaptable space and
support services at a discounted rate. 

     “Subsidiary”
shall mean, when used with reference to a party, any corporation or other
organization, whether incorporated or unincorporated, of which such party is a
general partner (excluding partnerships the general partnership interests of
which held by such party of such party do not have a majority of the voting
interests in such partnership) or serves in a similar capacity, or, with respect
to such corporation or other organization, at least a majority of the securities
or other interests having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions is
directly or indirectly owned or controlled by such party. 

     “Support
Agreements” shall have the meaning ascribed thereto in the
recitals hereto. 

     “Tax” shall
mean any and all taxes, customs, duties, tariffs, imposts, charges,
deficiencies, assessments, levies or other like governmental charges, including,
without limitation, income, gross receipts, excise, real or personal property,
ad valorem, value added, estimated, alternative minimum, stamp, sales,
withholding, social security, occupation, use, service, service use, license,
net worth, payroll, franchise, transfer and recording taxes and charges, imposed
by the IRS or any other taxing authority (whether domestic or foreign including,
without limitation, any state, county, local or foreign government or any
subdivision or taxing agency thereof (including a United States possession)),
whether computed on a separate, consolidated, unitary, combined or any other
basis; and such term shall include any interest, fines, penalties or additional
amounts attributable to, or imposed upon, or with respect to, any such amounts.


     “Tax Return”
shall mean any report, return, document, declaration, election or other
information or filing required to be supplied to any taxing authority or
jurisdiction (foreign or domestic) with respect to Taxes, including, without
limitation, information returns and any documents with respect to or
accompanying payments of estimated Taxes or requests for the extension of time
in which to file any such report, return, document, declaration or other
information. 

    
“Transaction” shall have the meaning ascribed thereto
in the recitals hereto. 

IN WITNESS WHEREOF, Parent and Seller have caused this
Agreement to be executed as a sealed instrument by their duly authorized
officers as of the day and year first above written. 


	GALENFEHA, INC. 
	 	  
	 	  
	By:  	
    /s/ James Ketner 
	 	James Ketner 
	 	President/CEO 





	DAYLIGHT PUMPS, LLC 
	 	  
	 	  
	By:  	
    /s/ Warren Robertson 
	 	Warren Robertson 
	 	Majority Partner