Exhibit 10.2


 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


 


by
and between


 


 


Denton
L. Reed


(the
“Seller”)


 


 


and


 


 


 


NATIONAL
WASTE MANAGEMENT HOLDINGS, INC.


(the
“Buyer”)


 


 


dated
as of


 


 


October
27, 2015





 






     


     


    

 


TABLE
OF CONTENTS


 





	ARTICLE
    I	DEFINITIONS	1
	 	 	 
	ARTICLE
    II	PURCHASE
    AND SALE	7
	 	 	 
	ARTICLE
    III	REPRESENTATIONS
    AND WARRANTIES OF SELLER	9
	 	 	 
	ARTICLE
    IV	REPRESENTATIONS
    AND WARRANTIES OF BUYER	18
	 	 	 
	ARTICLE
    V	COVENANTS	21
	 	 	 
	ARTICLE
    VI	TAX
    MATTERS	25
	 	 	 
	ARTICLE
    VII	CONDITIONS
    TO CLOSING	26
	 	 	 
	ARTICLE
    VIII	INDEMNIFICATION	28
	 	 	 
	ARTICLE
    IX	MISCELLANEOUS	32




 






     


     


    

 





MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


This
Membership Interest Purchase Agreement (this “Agreement”) is dated as of October 27, 2015, by and among Denton
L. Reed (the “Seller”), and National Waste Management Holdings, Inc., a Florida corporation (the “Buyer”).


 


Recitals


  


	A.	WHEREAS,
                                         the Seller owns 50% of the Membership interests (the “Membership Interests”),
                                         in Waste Recovery Enterprises, LLC., a New York limited liability company (the “Company”),
                                         immediately prior to Closing; and



 


	B.	WHEREAS,
                                         Seller wishes to sell to the Buyer, and Buyer wishes to purchase from Seller, the Membership
                                         Interests, subject to the terms and conditions set forth herein;



 


	C.	NOW,
                                         THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
                                         and for other good and valuable consideration, the receipt and sufficiency of which are
                                         hereby acknowledged, the parties hereto agree as follows:



 


ARTICLE
I


  


Definitions


  


The
following terms have the meanings specified or referred to in this Article I:


 


“Action” means
any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether
at law or in equity.


 


“Affiliate” of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the 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” has
the meaning set forth in the preamble.


 


“Unaudited
Financial Statements” has the meaning set forth in Section 3.06.


 


“Balance
Sheet” has the meaning set forth in Section 3.06.


 


“Balance
Sheet Date” has the meaning set forth in Section 3.06.


 


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized
or required by Law to be closed for business.


 






    	 	1	 



     


    

 


“Business
Enterprise” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or
other business association or entity (other than the Company) engaged in the business substantially similar to those of the Company.


 


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


 


“Buyer
Indemnitees” has the meaning set forth in Section 8.02.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Buyer, by contract or otherwise) of
in excess of 50% of the voting securities of the Buyer, (b) the Buyer merges into or consolidates with any other Person, or any
Person merges into or consolidates with the Buyer and, after giving effect to such transaction, the stockholders of the Buyer
immediately prior to such transaction own less than 50% of the aggregate voting power of the Buyer or the successor entity of
such transaction, or (c) the Buyer sells or transfers all or substantially all of its assets to another Person and the stockholders
of the Buyer immediately prior to such transaction own less than 60% of the aggregate voting power of the acquiring entity immediately
after the transaction.


 


“Closing” has
the meaning set forth in Section 2.04.


 


“Closing
Date” has the meaning set forth in Section 2.04.


 


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


 


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


 


“Company
Intellectual Property” means all Intellectual Property that is owned or held for use by the Company.


 


“Company
IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements,
covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other
consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise
bound.


 


“Company
IP Registrations” means all Company Intellectual Property that is subject to any issuance registration, application
or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered
trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.


 


“Contracts” means
all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and
all other agreements, commitments and legally binding arrangements, whether written or oral.


 






    	 	2	 



     


    

 


“Direct
Claim” has the meaning set forth in Section 8.04(c).


 


“Disclosure
Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery
of this Agreement.


 


“Dollars
or $” means the lawful currency of the United States.


 


“Encumbrance” means
any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Environmental
Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising
therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the
costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages,
property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising
out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or
alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.


 


“Environmental
Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority:
(a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human
health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b)
concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse,
treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.


 


“Environmental
Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental
Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.


 


“Environmental
Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required
under or issued, granted, given, authorized by or made pursuant to Environmental Law.


 


“Financial
Statements” has the meaning set forth in Section 3.06.


 


“GAAP” means
United States generally accepted accounting principles in effect from time to time.


 






    	 	3	 



     


    

 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency
or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with
any Governmental Authority.


 


“Hazardous
Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid,
liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or
words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon,
radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and
polychlorinated biphenyls.


 


“Indemnified
Party” has the meaning set forth in Section 8.04.


 


“Indemnifying
Party” has the meaning set forth in Section 8.04.


 


“Insurance
Policies” has the meaning set forth in Section 3.16.


 


“Intellectual
Property” means all intellectual property and industrial property rights and assets, and all rights, interests
and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising,
pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a)
trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source,
sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations,
applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level
domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content,
accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs;
(c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author,
performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights;
(d) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other
confidential and proprietary information and all rights therein; (e) patents (including all reissues, divisionals, provisionals,
continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications,
and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s
certificates, petty patents and patent utility models); and (f) software and firmware, including data files, source code, object
code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications
and documentation.


 


“Intellectual
Property Registrations” has the meaning set forth in Section 3.12(b).


 






    	 	4	 



     


    

 


“Interim
Balance Sheet” has the meaning set forth in Section 3.06.


 


“Interim
Balance Sheet Date” has the meaning set forth in Section 3.06.


 


“Interim
Financial Statements” has the meaning set forth in Section 3.06.


 


“Knowledge
of Seller or Seller’s Knowledge” or any other similar knowledge qualification, means the actual or constructive
knowledge of Seller, after due inquiry.


 


“Law” means
any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.


 


“Liabilities” has
the meaning set forth in Section 3.07.


 


“Losses” means
losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever
kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost
of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages,
except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.


 


“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected
to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial
or otherwise) or assets of the Company, or (b) the ability of Seller to consummate the transactions contemplated hereby on a timely
basis.


 


“Material
Contracts” has the meaning set forth in Section 3.09(a).


 


“Material
Customers” has the meaning set forth in Section 3.15(a).


 


“Material
Suppliers” has the meaning set forth in Section 3.15(b).


 


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


 


“Organizational
Documents” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation
and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization;
(b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its
partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a
limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement
or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability,
general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the
laws of its jurisdiction of organization.


 






    	 	5	 



     


    

 


“Ownership
Source” means the proprietary owner of all information collected through third party open-source or licensed applications.
(Facebook, Twitter, live chat, payment processor, internal member networks, RSS and content API providers)


 


“Permits” means
all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained,
or required to be obtained, from Governmental Authorities.


 


“Person” means
an natural person, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


 


“Post-Closing
Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning
before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.


 


“Post-Closing
Taxes” means Taxes of the Company for any Post-Closing Tax Period.


 


“Pre-Closing
Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period
beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.


 


“Pre-Closing
Taxes” means Taxes of the Company for any Pre-Closing Tax Period.


 


“Purchase
Price” has the meaning set forth in Section 2.02.


 


“Real
Property” means the real property owned, leased or subleased by the Company, together with all buildings, structures
and facilities located thereon.


 


“Release” means
any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation,
ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure,
facility or fixture).


 


“Representative” means,
with respect to any Person, any and all directors/managing members, managers, officers, employees, consultants, financial advisors,
counsel, accountants and other agents of such Person.


 


“Restricted
Period” has the meaning set forth in Section 5.07(a).


 


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


 


“Seller
Indemnitees” has the meaning set forth in Section 8.03.


 


“Straddle
Period” has the meaning set forth in Section 6.03.


 






    	 	6	 



     


    

 


“Taxes” means
all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise,
registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise,
severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties
with respect thereto and any interest in respect of such additions or penalties.


 


“Tax
Return” means any return, declaration, report, claim for refund, information return or statement or other document
relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.


 


“Third
Party Claim” has the meaning set forth in Section 8.04(a).


 


“Transaction
Documents” means this Agreement and any other ancillary documents in connection with the transaciton.


 


“Union” has
the meaning set forth in Section 3.20(b).


 


ARTICLE
II


  


Purchase
and Sale


  


2.01
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer
shall purchase from Seller, all of Seller’s right, title and interest in and to the Membership Interests, free and clear
of all Encumbrances, for the consideration specified in Section 2.02 (the “Acquisition”).


 


2.02
Purchase Price.


 


(a)
The initial purchase price for the Membership Interests shall be $250,000 (the “Purchase Price”) in a promissory
note, attached hereto as Exhibit A and incorporated by reference (the “Note”), due on the Closing Date.


 


(b)
Seller shall also receive an aggregate of 1,250,000 restricted shares (the “Shares”) of Buyer’s common
stock, no par value per share, on the 11th day following the Closing Date, subject to terms and conditions of Section
2.06.


 


2.03
Transactions to be Effected at the Closing.


 


(a)     At the Closing, Buyer shall deliver to Seller:


 


(i)
$250,000, in the form of the Note for which the principal amount and any accrued interest shall be in accordance with the terms
and conditions therein immediately upon Closing; and


 






    	 	7	 



     


    

 


(ii)
the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at
or prior to the Closing pursuant to Section 7.03 of this Agreement.


 


(b)
At the Closing, Seller shall deliver to Buyer the Transaction Documents and all other agreements, documents, instruments or certificates
required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.


 


2.04
Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Membership Interests contemplated
hereby shall take place at a closing (the “Closing”) to be held at 1 p.m., eastern standard time, at the offices
of SZAFERMAN LAKIND BLUMSTEIN & BLADER, PC, 101 Grovers Mill Road, Lawrenceville, NJ 08648, or at such other time or on such
other date or at such other place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place
being the “Closing Date”).


 


2.05
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer
and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated
as delivered to Seller hereunder.


 


2.06
Acquisition Review Period. The Acquisition shall be subject to a ten-(10)-calendar -day review period (the “Review
Period”) by the Buyer following the date hereof. The Buyer may unilaterally nullify the Acquisition upon unsatisfactory
review of the Acquisition. THIS CONDITION MUST SURVIVE THE CLOSING OF THE ACQUISITION UNTIL THE EXPIRATION OF THE REVIEW PERIOD.
In the event that Buyer shall determine not to proceed with the Acquisition within ten (10) business days following the date
hereof (the “Cancellation Date”) and shall deliver to the Seller a written notice of such determination within
such period, Seller shall promptly refund any and all received cash payment to the Buyer and release the Buyer from any obligations
set forth in this Agreements, including but not limited to the issuance of the above described common stock. Such written notice
from Buyer may be provided to the Seller by mail, e-mail or facsimile. In all other events, other than in:


 


(a)
the case of material misrepresentations or omissions by the Seller;


 


(b)
breach of any term or condition of this Agreement by the Seller;


 


(c)
Seller's failure to comply with any of the covenants in this Agreement, or


 


(d)
fraud by the Seller,


 


in
any of which case the Seller shall return any and all cash payment in full, even if it had previously become non-refundable, then
the aforementioned cash payment shall become and/or remain non-refundable commencing immediately following the Review Period.


 






    	 	8	 



     


    

 


Section
2.07   Appointment of Officer and Director. Unless otherwise agreed to by the Seller and the Buyer prior to the Closing,
Denton L. Reed shall resign from any and all position within the Company and as a member of the Board of Director of the Company
and an individual designated by the Buyer shall be appointed to Company’s Board.


 


ARTICLE
III


  


Representations
and Warranties of Seller


  


Except
as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller, severally but not jointly, represents
and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof.


 


3.01
Organization and Authority of Seller. Seller has full power and authority to enter into this Agreement and the other Transaction
Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Document to
which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller
of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This
Agreement has been duly executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation
of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or
will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding
obligation of Seller enforceable against it in accordance with its terms.


 


3.02
Organization, Authority and Qualification of the Company. The Company is a limited liability company duly organized, validly
existing and in good standing under the Laws of the state of New York and has full corporate power and authority to own, operate
or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently
conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified
to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification
necessary. All actions taken by the Company in connection with this Agreement and the other Transaction Documents will be duly
authorized on or prior to the Closing.


 


3.03
Capitalization.


 


(a)  Seller
is the record owner of and has good and valid title to the Membership Interests, free and clear of all Encumbrances. The Membership
Interests constitute 50% of the total issued and outstanding Membership Interests in the Company. The Membership Interests have
been duly authorized and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated
by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances.


 






    	 	9	 



     


    

 


(b)
  The Membership Interests were issued in compliance with applicable Laws. The Membership Interests were not issued
in violation of the Organizational Documents of the Company or any other agreement, arrangement or commitment to which Seller
or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person.


 


(c)
  There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements
or commitments of any character relating to any Membership Interests in the Company or obligating Seller or the Company to issue
or sell any Membership Interests (including the Membership Interests), or any other interest, in the Company. Other than the Organizational
Documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer
of any of the Membership Interests.


 


3.04
No Subsidiaries. The Company does not own, or have any interest in any shares or have an ownership interest in any other Person.


 


3.05
No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict
with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Seller or Company;
(b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or
the Company; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach
of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under,
result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which
Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and
assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company;
or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company. No consent, approval,
Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect
to Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and
the consummation of the transactions contemplated hereby and thereby.


 


3.06
Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet
of the Company as at December 31 in the year 2014 and the related statements of income for the year then ended (the “Unaudited
Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at July
31, 2015 and the related statements of income for the seventh- month period then ended (the “Interim Financial Statements”
and together with the Unaudited Financial Statements, the “Financial Statements”) are included in the Disclosure
Schedules/have been delivered to Buyer. The Financial Statements have been prepared to the best of Company’s ability in
accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial
Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence
of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial
Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition
of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods
indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet”
and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of July
31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim
Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance
with GAAP to the best of its ability.


 






    	 	10	 



     


    

 


3.07
Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or
unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”),
except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Interim Balance Sheet Date,
and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance
Sheet Date and which are not, individually or in the aggregate, material in amount.


 


3.08
Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course
of business consistent with past practice, there has not been, with respect to the Company, any:


 


(a)
  event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect;


 


(b)
  amendment of the Organizational Documents of the Company;


 


(c)
  split, combination or reclassification of any Membership Interests in the Company;


 


(d)
  issuance, sale or other disposition of, or creation of any Encumbrance on, any Membership Interests in the Company,
or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any
Membership Interests in the Company;


 


(e)
  declaration or payment of any distributions on or in respect of any Membership Interests in the Company or redemption,
purchase or acquisition of any of the Company’s outstanding Membership Interests;


 


(f)
   material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as
disclosed in the notes to the Financial Statements;


 


(g)   material
change in the Company’s cash management practices and its policies, practices and procedures with respect to collection
of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control,
prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer
deposits;


 






    	 	11	 



     


    

 


(h)
  entry into any Contract that would constitute a Material Contract;


 


(i)
  incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and
Liabilities incurred in the ordinary course of business consistent with past practice. 


 


(j)
   transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet
or cancellation of any debts or entitlements;


 


(k)
  transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company
Intellectual Property or Company IP Agreements;


 


(l)
   material damage, destruction or loss (whether or not covered by insurance) to its property;


 


(m)
 any capital investment in, or any loan to, any other Person;


 


(n)
 acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited
to, any Material Contract) to which the Company is a party or by which it is bound;


 


(o)
  any material capital expenditures;


 


(p)
  imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible;


 


(q)
  any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current
or former managers, officers and employees;


 


(r)
   entry into a new line of business or abandonment or discontinuance of existing lines of business;


 


(s)
  adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition
in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against
it under any similar Law;


 


(t)
   purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess
of $5,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire
term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business
consistent with past practice;


 


(u)   acquisition
by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other
manner, any business or any Person or any division thereof;


 






    	 	12	 



     


    

 


(v)
  action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any
Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing
the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or


 


(w)
 any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.


 


3.09
Material Contracts.


 


(a)
  Section 3.09(a) of the Disclosure Schedules lists all material Contracts of the Company (together with all
Contracts concerning the occupancy, management or operation of any Real Property, including but without limitation, brokerage
contracts, listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules, being “Material Contracts”).


  


(b)  Each
Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the
Company or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach
of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material
Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default
under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any
right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all
modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.


 


3.10
Title to Assets; Real Property.


 


(a)
  The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to,
or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Unaudited Financial
Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in
the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets
(including leasehold interests) are free and clear of Encumbrances.


  


(b)
  Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii)
if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid,
and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such
property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies
of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance
policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect
to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting
the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person
any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property
in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction,
easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property
owned or leased by a Person other than the Company. There are no Actions pending nor, to the Seller’s Knowledge, threatened
against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or
eminent domain proceedings.


 






    	 	13	 



     


    

 


3.11
Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles
and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair,
and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary,
routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together
with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s business
after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property
and assets necessary to conduct the business of the Company as currently conducted.


 


3.12
Removed and Reserved.


  


3.13
Inventory. All inventory of the Company, whether or not reflected in the Interim Balance Sheet, consists of a quality and
quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective
or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been
established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment
basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive,
but are reasonable in the present circumstances of the Company.


 


3.14
Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after
the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering
of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims
of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in
the ordinary course of business consistent with past practice.


 






    	 	14	 



     


    

 


3.15
Stock Legend. The Seller hereby agrees with the Buyer as follows:


 


(a)    The
certificates evidencing the Shares issued to the Seller, 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.


 


(b)    Other
Legends. The certificates representing such 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.


 


3.16
Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or
binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular,
directors and officers’ liability, fiduciary liability and other casualty and property insurance maintained by Seller or
its Affiliates (including the Company) and relating to the assets, business, operations, employees, officers and managers of the
Company (collectively, the “Insurance Policies”) and true and complete copies of such Insurance Policies have
been made available to Buyer. Such Insurance Policies are in full force and effect and shall remain in full force and effect following
the consummation of the transactions contemplated by this Agreement. Neither the Seller nor any of its Affiliates (including the
Company) has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under,
any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior
to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies
do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company. All such
Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided by carriers who are financially
solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to the business of the Company pending
under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is
an outstanding reservation of rights. None of Seller or any of its Affiliates (including the Company) is in default under, or
has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance
Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are
sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.


 






    	 	15	 



     


    

 


3.17
Legal Proceedings; Governmental Orders.


 


(a)
  There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any
of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or
by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions
contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any
such Action.


 


(b)
  There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting
the Company or any of its properties or assets. No event has occurred or circumstances exist that may constitute or result in
(with or without notice or lapse of time) a violation of any such Governmental Order.


 


3.18
Compliance With Laws; Permits.


 


(a)
  The Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets.


 


(b)
  All Permits required for the Company to conduct its business have been obtained by it and are valid and in full force
and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b)
of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their
respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would
reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18(b)
of the Disclosure Schedules.


 


3.19
Environmental Matters.


 


(a)
  The Company is currently and has been in compliance with all Environmental Laws and has not, and the Seller has not,
received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant
to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements
as of the Closing Date.


 


(b)
  The Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed
in Section 3.19(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or
assets of the Company and all such Environmental Permits are in full force and effect and shall be maintained in full force and
effect by Seller through the Closing Date in accordance with Environmental Law, and neither Seller nor the Company is aware of
any condition, event or circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or
use of the business or assets of the Company as currently carried out. With respect to any such Environmental Permits, Seller
has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same,
and neither the Company nor the Seller is aware of any condition, event or circumstance that might prevent or impede the transferability
of the same, nor have they received any Environmental Notice or written communication regarding any material adverse change in
the status or terms and conditions of the same. 


 






    	 	16	 



     


    

 


3.20
Employment Matters. Section 3.20 of the Disclosure Schedules contains a list of all persons who are employees, independent
contractors or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature,
paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position
(including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other
incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof.
The Company is not a party to or bound by any collective bargaining or any other type of labor or union agreement which covers
any employees. No strike, labor suit or proceeding or labor administrative proceeding is pending or threatened respecting the
Employees, and no such matter has been threatened since February 3, 2014.


 


3.21
Taxes.


 


(a)
  All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed.
Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether
or not shown on any Tax Return) have been, or will be, timely paid.


 


(b)
  The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid
or owing to any employee, independent contractor, creditor, customer, member or other party, and complied with all information
reporting and backup withholding provisions of applicable Law.


 


(c)    No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that
it is, or may be, subject to Tax by that jurisdiction.


 


(d)
  No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the
Company.


 


(e)
  The amount of the Company’s Liability for unpaid Taxes for all periods ending on or before September 30, 2015
does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Financial
Statements. The amount of the Company’s Liability for unpaid Taxes for all periods following the end of the recent period
covered by the Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for
deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of the Company (and which
accruals shall not exceed comparable amounts incurred in similar periods in prior years).


  


(f)    The
Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.


 






    	 	17	 



     


    

 


(g)
  Seller will deliver to Buyer, by October 15, 2015, copies of all federal, state, local and foreign income, franchise
and similar Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by, the Company for
all previous Tax periods until the date hereof.


 


3.22
Books and Records. The minute books of the Company have been made available to Buyer, are complete and correct and have been
maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records
of all meetings, and actions taken by written consent of, the members and the managers, and no meeting, or action taken by written
consent, of any such members or managers has been held for which minutes have not been prepared and are not contained in such
minute books. At the Closing, all of those books and records will be in the possession of the Company.


 


3.23
Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made
by or on behalf of Seller.


 


3.24
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules
to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains
any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein,
in light of the circumstances in which they are made, not misleading.


 


ARTICLE
IV


  


Representations
and Warranties of Buyer


  


Except
as set forth in the correspondingly numbered Section of the Disclosure Schedules, Buyer represents and warrants to Seller that
the statements contained in this Article IV are true and correct as of the date hereof.


 


4.01
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the
Laws of the state of Florida. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction
Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which
Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement
has been duly executed and delivered by Buyer, and this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable
against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been
duly executed and delivered by Buyer, such Transaction Document will constitute a legal and binding obligation of Buyer enforceable
against it in accordance with its terms.


 






    	 	18	 



     


    

 


4.02
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict
with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer; (b) conflict
with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require
the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit,
Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer
in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby.


 


4.03
Removed and Reserved.


 


4.04
Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made
by or on behalf of Buyer.


 


4.05
Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make
payment of the Purchase Price and consummate the transactions contemplated by this Agreement.


 


4.06
Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate
of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event
has occurred or circumstances exist that may give rise or serve as a basis for any such Action.


 


4.07
Shares. The Shares are duly authorized and validly issued, fully paid and nonassessable, free and clear of all liens imposed
by the Buyer other than restrictions on transfer provided for in this Agreement.


 


4.08
Capitalization. The capitalization of the Buyer as of the date of the Agreement is as described on Schedule 4.08 and will
remain as of the Closing Date. The Buyer has not issued any capital stock since such date. Except as set forth on Schedule 4.08,
there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for
or acquire, any shares of common stock, or contracts, commitments, understandings or arrangements by which the Buyer is or may
become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable into shares of common
stock. The issuance and sale of the Shares will not obligate the Buyer to issue shares of common stock or other securities to
any Person (other than the Purchaser) and will not result in a right of any holder of the Buyer securities to adjust the exercise,
conversion, exchange or reset price under such securities.


 






    	 	19	 



     


    

 


4.09
Labor Relations. No material labor dispute exists or, to Buyer’s knowledge, is imminent with respect to any of the employees
of the Buyer which has had or could reasonably be expected to result in a Material Adverse Effect. None of the Buyer’s employees
is a member of a union that relates to such employee’s relationship with the Buyer, and the Buyer is not a party to a collective
bargaining agreement, and the Buyer believes that its relationships with their employees are good. No officer, to the Knowledge
of the Buyer, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other Contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Buyer to any liability
with respect to any of the foregoing matters. The Buyer is in compliance with all U.S. federal, state, local and foreign laws
and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.


 


4.10
Compliance. The Buyer is not: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Buyer), nor has the Buyer received notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived)
that has had or could reasonably be expected to result in a Material Adverse Effect, (ii) is in violation of any order of any
court, arbitrator or governmental body that has had or could reasonably be expected to result in a Material Adverse Effect, or
(iii) is or has been in violation of any statute, rule or regulation of any governmental authority that has had or could reasonably
be expected to result in a Material Adverse Effect.


 


4.11
Regulatory Permits. The Buyer possesses all certificates, authorizations and permits issued by the appropriate federal, state,
local or foreign regulatory authorities necessary to conduct their business, except where the failure to possess such permits
could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Buyer has not
received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


4.12
Title to Assets. The Buyer has good and marketable title in fee simple to all real property owned by it that is material to
the business of the Buyer and good and marketable title in all personal property owned by it that is material to the business
of the Buyer, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Buyer and Liens for the payment
of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities
held under lease by the Buyer is held by it under valid, subsisting and enforceable leases of which the Buyer is in compliance,
except where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect.


 






    	 	20	 



     


    

 


4.13
Financial Statements. The financial statements of the Buyer (“Financial Statements”) comply in all material respects
with applicable accounting requirements with respect thereto as in effect at the time of filing. The Financial Statements have
been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Buyer as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


4.14
Material Changes. Since the date of the latest Financial Statement: (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Buyer has not incurred any
liabilities (contingent or otherwise), (iii) the Buyer has not altered its method of accounting, (iv) the Buyer has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock, and (v) the Buyer has not issued any equity securities. Except for the
issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect
to the Buyer or its business, properties, operations or financial condition, that would be required to be disclosed by the Buyer.


 


4.15
Foreign Corrupt Practices. Neither the Buyer, nor to the Buyer’s knowledge, any agent or other person acting on behalf
of the Buyer, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Buyer (or made by any person acting on its behalf of which the Buyer is aware) which is in violation
of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


ARTICLE
V


  


Covenants


  


5.01
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement
or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause
the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and
(y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company
and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators
and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing
Date, Seller shall:


 


(a)
  cause the Company to preserve and maintain all of its Permits;


 


(b)
  cause the Company to pay its debts, Taxes and other obligations when due;


 






    	 	21	 



     


    

 


(c)
  cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition
as they were on the date of this Agreement, subject to reasonable wear and tear;


 


(d)
  cause the Company to continue in full force and effect without modification all Insurance Policies, except as required
by applicable Law;


 


(e)
  cause the Company to defend and protect its properties and assets from infringement or usurpation;


 


(f)
  cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets
or business;


 


(g)
  cause the Company to maintain its books and records in accordance with past practice;


 


(h)
  cause the Company to comply in all material respects with all applicable Laws; and


 


(i)
  cause the Company not to take or permit any action that would cause any of the changes, events or conditions described
in Section 3.08 to occur.


 


5.02
Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to, (a) afford Buyer
and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets, premises,
books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with
such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably
request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company.
No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation,
warranty or agreement given or made by Seller in this Agreement.


  


5.03
Notice of Certain Events.


 


(a)
  From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of:


 


(i)
any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to
result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could
reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;


 


(ii)
any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement;


 






    	 	22	 



     


    

 


(iii)
any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
and


 


(iv)
any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller
or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section
3.17 or that relates to the consummation of the transactions contemplated by this Agreement.


 


(b)
  Buyer’s receipt of information pursuant to this Section 5.03 shall not operate as a waiver or otherwise
affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 8.02) and
shall not be deemed to amend or supplement the Disclosure Schedules.


 


5.05
Removed and Reserved.


 


5.06
Confidentiality. From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable
best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written
or oral, concerning the Company, except to the extent that Seller can show that such information (a) is generally available to
and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully
acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are
not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates
or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other
requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which
Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable
best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded
such information.


 


5.07
Removed and Reserved. 


 


5.08
Governmental Approvals and Consents.


 


(a)
  Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required
under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be
obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary
for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other
Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain
all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have
the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.


 






    	 	23	 



     


    

 


(b)
  Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third
parties that are described in Section 3.05 and Section 4.02 of the Disclosure Schedules.


  


5.09
Books and Records.


 


(a)
  In order to facilitate the resolution of any claims made against or incurred prior to the Closing, or for any other
reasonable purpose, for a period of two years after the Closing, each party shall:


 


(i)
retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably
consistent with the prior practices of the Company; and


 


(ii)
upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s
expense, photocopies), during normal business hours, to such books and records;


 


provided,
however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Article
VI.


 


(b)
  Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including
personnel files) pursuant to this Section 5.09 where such access would violate any Law.


 


5.10
Closing Conditions. From the date hereof until the Closing, each party hereto shall, and Seller shall cause the Company to,
use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in
Article VII hereof.


 


5.11
Removed and Reserved.


 


5.12
Removed and Reserved.


 


5.13
Share Lock-Up; Resale of Shares. For a period of six (6) months upon the receipt of the Shares (the “Lock-Up Period”),
the Seller shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly,
any Shares. Upon the expiration of the Lock-Up Period, the Seller may sell during any three-month period up to 200,000 shares
of the Shares, subject to Rule 144 of the Securities Act.


 


5.14
Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable
advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent
shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.


 






    	 	24	 



     


    

 


5.15
Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to,
execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be
reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.


 


ARTICLE
VI


  


Tax
Matters


  


6.01
Tax Covenants.


 


(a)
  Without the prior written consent of Buyer, Seller (and, prior to the Closing, the Company, its Affiliates and their
respective Representatives) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax
election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into
any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company
in respect of any Post-Closing Tax Period. Seller agrees that Buyer is to have no liability for any Tax resulting from any action
of Seller, the Company, its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer
(and, after the Closing Date, the Company) against any such Tax or reduction of any Tax asset.


 


(b)
  All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any
penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property
transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file
any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).


 


(c)
  Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing
Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice
(unless otherwise required by Law) and without a change of any election or any accounting method.


 


6.02
Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and
against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.21;
(b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or
obligation in Article VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax
Periods; and (d) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor
liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together
with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith.
Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.02
within ten Business Days after payment of such Taxes by Buyer or the Company.


 






    	 	25	 



     


    

 


6.03
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after
the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as
Pre-Closing Taxes for purposes of this Agreement shall be:


 


(a)
  in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed
in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount
which would be payable if the taxable year ended with the Closing Date; and


 


(b)
  in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the
numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of
days in the entire period.


 


6.04
Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.21 and this Article
VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or
extension thereof) plus 60 days.


 


ARTICLE
VII


  


Conditions
to Closing


  


7.01
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


 


(a)
  No Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction
or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any
transaction contemplated hereby.


 


(b)
  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which
is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting
consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion
thereof.


 






    	 	26	 



     


    

 


7.02
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
 The representations and warranties of Seller contained in this Agreement, the other Transaction Documents and any certificate
or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty
qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty
not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the
same effect as though made at and as of such date (except those representations and warranties that address matters only as of
a specified date, the accuracy of which shall be determined as of that specified date in all respects).


 


(b)
  Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions
required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the
Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller
shall have performed such agreements, covenants and conditions, as so qualified, in all respects.


 


(c)
  All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have
been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.


 


(d)
  From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or
events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to
result in a Material Adverse Effect.


  


(e)
  The other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete
copies thereof shall have been delivered to Buyer.


 


(f)
  Buyer shall have received a certificate, dated the Closing Date and signed by Seller, that each of the conditions
set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.


 


(g)
  Seller shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary
of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.


 


(h)
  Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


7.03
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
  The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate
or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty
qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty
not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the
same effect as though made at and as of such date (except those representations and warranties that address matters only as of
a specified date, the accuracy of which shall be determined as of that specified date in all respects).


 






    	 	27	 



     


    

 


(b)
  Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions
required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the
Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer
shall have performed such agreements, covenants and conditions, as so qualified, in all respects.


 


(c)
  The other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete
copies thereof shall have been delivered to Seller.


 


(d)
  Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer,
that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.


 


(e)
  Seller shall have received a resolution adopted by the board of directors of Buyer authorizing the execution, delivery
and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby
and thereby.


 


(f)
  Buyer shall have delivered to Seller the Note.


 


(g)
  Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


ARTICLE
VIII


  


Indemnification


  


8.01
Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained
herein (other than any representations or warranties contained in Section 3.21 which are subject to Article VI)
shall survive the Closing and shall remain in full force and effect until the date that is two years from the Closing Date; provided,
that the representations and warranties in (i) Section 3.01, Section 3.03, Section 3.23, Section 4.01
and Section 4.04 shall survive indefinitely, and (ii) Section 3.19 shall survive for a period of three years
after the Closing. All covenants and agreements of the parties contained herein (other than any covenants or agreements contained
in Article VI which are subject to Article VI) shall survive the Closing indefinitely or for the period explicitly
specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent
known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date
of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty
and such claims shall survive until finally resolved.


 






    	 	28	 



     


    

 


8.02
Indemnification By Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and
defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer
Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them
for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect
to or by reason of:


 


(a)
  any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in
any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement (other than in respect of Section
3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article
VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of
the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach
of which will be determined with reference to such specified date); or


 


(b)
  any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this
Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation
in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to
Article VI).


 


8.03
Indemnification By Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and
defend each of Seller and their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”)
against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:


 


(a)
  any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in
any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation
or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations
and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference
to such specified date); or


 


(b)
  any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement
(other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article
VI).


 






    	 	29	 



     


    

 


8.04
Indemnification Procedures. The party making a claim under this Article VIII is referred to as the “Indemnified
Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying
Party”.


 


(a)
  Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action
made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative
of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying
Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably
prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party
Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material
written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may
be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice
to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the
Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided,
that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense
of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the
Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying
Party assumes the defense of any Third Party Claim, subject to Section 8.04(b), it shall have the right to take such action
as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the
name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third
Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees
and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable
opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different
from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying
Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses
of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the
Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in
writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party
Claim, the Indemnified Party may, subject to Section 8.04(b), pay, compromise, defend such Third Party Claim and seek indemnification
for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each
other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject
to the provisions of Section 5.06) records relating to such Third Party Claim and furnishing, without expense (other than
reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may
be reasonably necessary for the preparation of the defense of such Third Party Claim.


 






    	 	30	 



     


    

 


(b)
  Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party
shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as
provided in this Section 8.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or
the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the
unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim
and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that
effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt
of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum
liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the
Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying
Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified
Party has assumed the defense pursuant to Section 8.04(a), it shall not agree to any settlement without the written consent
of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).


 


(c)
  Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party
Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably
prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct
Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material
written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may
be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in
writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate
the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect
of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information
and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts,
documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying
Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which
case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and
subject to the provisions of this Agreement.


 


8.05
Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article
VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication
by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment
of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date
of agreement of the Indemnifying Party or final, non-appealable adjudication to the date such payment has been made at a rate
per annum equal to 12%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed,
without compounding.


 






    	 	31	 



     


    

 


8.06
Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s
right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or
on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party
or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate
or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03,
as the case may be.


  


ARTICLE
IX


  


Miscellaneous


  


9.01
Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements
of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.


 


9.02
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by
the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail
of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business
Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):


 


	 	If
        to Seller:

         

         
	Denton
        L. Reed

        P.O.
        Box 640

        Unadilla,
        NY 13849

        wre@fronteirnet.net

	 	 	 
	 	with
        a copy to:

         
	Law
        Offices of Joseph A. Ermeti

        9
        Division St.

        Sidney,
        NY 13838

        Irommer@ermetilaw.com

        Fax:
607-563-1128

	 	 	 
	 	If
        to Buyer:

         

         
	National
        Waste Management Holdings, Inc.

        5920
        N. Florida Avenue

        Hernando,
        FL

        Attention:
        Louis Paveglio

        Email:
tiny@nationalwastemgmt.com




 






    	 	32	 



     


    

 


	 	with
        a copy to:

         

         
	Szaferman
        Lakind Blumstein & Blader, PC

        101
        Grovers Mill Road

        Second
        Floor

        Lawrenceville,
        NJ 08648

        Attention:
        Gregg E. Jaclin

        Email:
        gjaclin@szaferman.com



 


9.03
Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive;
and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder”
refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure
Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y)
to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and
modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended
from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall
be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed
with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.


 


9.04
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


9.05
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Except as provided in Section 5.07(e), upon such determination that any
term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.


 


9.06
Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties
to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between
the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules
(other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement
will control.


 






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9.07
Legal Representation. Each party to this Agreement has read and fully understands the terms and provisions hereof, has reviewed
this Agreement with its legal counsel and/or advisor, has executed this Agreement based upon such party’s own judgment and
advice of counsel, and knowingly, voluntarily, and without duress, agrees to all of the terms set forth in this Agreement. The
parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof
will arise favoring or disfavoring any party because of authorship of any provision of this Agreement. Except as expressly set
forth in this Agreement, neither the parties nor their affiliates, advisors and/or their attorneys have made any representation
or warranty, express or implied, at law or in equity with respect of the subject matter contained herein. Without limiting the
generality of the previous sentence, the Buyer, its affiliates, advisors and/or attorneys have made no representation or warranty
to Seller concerning the state or federal tax consequences to Seller regarding the transactions contemplated by this Agreement.


 


9.08
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written
consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, Buyer may,
without the prior written consent of Seller, assign all or any portion of its rights under this Agreement to one or more of its
direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


9.09
No Third-party Beneficiaries. Except as provided in Section 6.02 and Article VIII, this Agreement is for the
sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied,
is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.


 


9.10
Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth
in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of
any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and
whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege
arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.


 


9.11
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)
  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).


 






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(b)
  ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR
THE COURTS OF THE STATE OF FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH
SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH
HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)  EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A)
NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE
THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(c).


 


9.12
Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition
to any other remedy to which they are entitled at law or in equity.


 


9.13
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.


 


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


 


		SELLER:
	 	 
	 	By	 
	
        
	Name: Denton L. Reed
	 	 
	
         

         
	
        BUYER: 

         

        National Waste Management Holdings, Inc.

	 	 
	 	By	 
	 	
        Name: Louis Paveglio

        Title: Chief Executive Officer  



 


 


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