EXHIBIT 10.1










 










 ASSET ACQUISITION AGREEMENT


EXECUTED ON OCTOBER ___, 2015


TO BE EFFECTIVE AS OF


OCTOBER ___, 2015


BY AND AMONG


SIBANNAC, Inc.


AND


 


PROTECTION COST,
INC.


 


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ASSET ACQUISITION AGREEMENT





This ASSET ACQUISITION
AGREEMENT, dated October ____, 2015 (the "Agreement"), by and among Sibannac,
Inc., a Colorado Corporation, ("SI"), and Protection Cost, Inc.
("PCI"), a Colorado Corporation.


WHEREAS, the Board of
Directors of SI and PCI, respectively, have each approved, as being in the best
interest of the respective entities and their stockholders, the Acquisition of
the assets of PCI by SI, in accordance with this agreement;


WHEREAS, SI and PCI desire
to make certain representations, warranties, covenants and agreements in
connection with the Acquisition and also to prescribe various conditions to the
Acquisition; and 


WHEREAS, this Agreement is
intended to set forth the terms upon which substantially all of the assets of
PCI will be acquired by SI from PCI in a transaction described in Section
368(a)(1)(C) of the Internal Revenue Code (the "Acquisition").  (Nothing
contained herein shall be deemed to be tax advice and any tax considerations
are solely the responsibility of the taxpayer, and are in no way within the
control, or guarantee of SI.)


WHEREAS, PCI is the holder
of assets pertaining to accounting systems, software program development and
has rights to certain intellectual property consisting of the knowhow and
technical methods and technology necessary to commercialize the assets
("the Assets"); provided, however, that the Assets shall not include
the Excluded Assets.


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties do hereby agree as follows:


ARTICLE
I

DEFINITIONS


"Acquisition" shall have
the meaning set forth in the recitals of this Agreement.


 "Affiliate" shall mean (a)
with respect to an individual, any member of such individual's family including
lineal ancestors and descendents; (b) with respect to an entity, any officer,
director, stockholder, partner, manager, investor or holder of an ownership
share of or in such entity or of or in any Affiliate of such entity; and (c)
with respect to a Person, any Person which directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control
with such Person.


"Agreement" shall have the
meaning set forth in the preamble to this Agreement.


"PCI" shall have the
meaning set forth in the preamble to this Agreement.


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"PCI Material Adverse
Effect" shall mean an event or change, individually or in the aggregate with
other events or changes, that could reasonably be expected to have a material
adverse effect on (a) the business, properties, prospects, condition (financial
or otherwise) or results of operations of PCI taken as a whole (other than
those events, changes or effects resulting from general economic conditions or
the industry in which PCI is engaged generally) or (b) the ability of PCI
to consummate the transactions contemplated hereby.


"Certificates" shall have
the meaning set forth in  this Agreement.


"Closing" shall have the
meaning set forth in Section 3.01 of this Agreement.


"Closing Date" shall have
the meaning set forth in Section 3.01 of this Agreement.


"Code" shall mean the
Internal Revenue Code.


"Consideration Shares"
shall have the meaning set forth in Section 2.01


"Contingent Obligation" as
to any Person shall mean the undrawn face amount of any letters of credit
issued for the account of such Person and shall also mean any obligation of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness, leases, dividends, letters of credit or other obligations
("Primary Obligations") of any other Person (the "Primary Obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (a) to purchase any such
Primary Obligation or any property constituting direct or indirect security
therefore, (b) to advance or supply funds (i) for the purchase or payment of
any such Primary Obligation or (ii) to maintain working capital or equity
capital of the Primary Obligor or otherwise to maintain the financial condition
or solvency of the Primary Obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the obligee under any such
Primary Obligation of the ability of the Primary Obligor to make payment of
such Primary Obligation, or (d) otherwise to assure or hold harmless the
obligee under such Primary Obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business.


"Contracts" shall mean all
contracts, leases, subleases, notes, bonds, mortgages, indentures, Permits and
Licenses, non-competition agreements, joint venture or partnership agreements,
powers of attorney, purchase orders, and all other agreements, arrangements and
other instruments, in each case whether written or oral, to which such Person
is a party or by which any of them or any of its assets are bound.


"Effective Time" shall have
the meaning set forth in Section 2.01 of this Agreement 


"End Date" shall have the
meaning set forth in Section 2.01 of this Agreement.


"Escrow" shall
mean the escrow established pursuant to the Escrow Agreement.


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"Escrow
Agreement" shall mean that document attached hereto as Exhibit B, under
which terms the parties agree to use commercially reasonable efforts to deliver
the items to be delivered by each such party pursuant to Exhibit B thereto in
order to facilitate a Closing.


"Excluded Assets" shall
mean (i) the SI Common Stock and other consideration being issued to PCI under
this Agreement; (ii) all other rights of PCI or the Shareholders pursuant to
the Transaction Documents; and (iii) any licenses, permits, contracts or
agreements which by their terms are not assignable.


"Governmental Approval"
shall mean the consent, approval, order or authorization of, or registration,
declaration or filing with any court, administrative agency or commission or
other Governmental Entity, authority or instrumentality, domestic or foreign.


"Governmental Entity" means
the government of the United States of America, any other nation or any
political subdivision thereof, whether foreign, state or local, and any agency,
authority, instrumentality, regulatory body, court, tribunal, arbitrator,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government. 


"Indebtedness" shall mean
as to any Person and whether recourse is secured by or is otherwise available
against all or only a portion of the assets of such Person and whether or not
contingent, but without duplication: (a) every obligation of such Person for
money borrowed; (b) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations incurred
in connection with the Acquisition of property, assets or businesses; (c) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (d) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase agreements
but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business which are not more than 120 days overdue or which
are being contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP); (e) every
Capital Lease Obligation of such Person; (f) any obligation of such Person to
pay any discount, shares, fees, indemnities, penalties, recourse, expenses or
other amounts in connection with any sales by such Person unless such sales are
on a non-recourse basis (as to collectability) of (i) accounts or general
intangibles for money due or to become due, (ii) chattel paper, instruments or
documents creating or evidencing a right to payment of money or (iii) other
receivables, whether pursuant to a purchase facility or otherwise, other than
in connection with the disposition of the business operations of such Person
relating thereto or a disposition of defaulted receivables for collection and
not as a financing arrangement; (g) every obligation of such Person under any
forward contract, futures contract, swap, option or other financing agreement
or arrangement (including, without limitation, caps, floors, collars and
similar agreements), the value of which is dependent upon shares rates,
currency acquisition rates, commodities or other indices (a "derivative
contract"); (h) every obligation in respect of Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent
that such Person is liable therefore as a result of such Person's ownership
shares in or other relationship with such entity,  


 

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except to the extent that the
terms of such Indebtedness provide that such Person is not liable therefore and
such terms are enforceable under applicable law; and (i) every Contingent
Obligation of such Person with respect to Indebtedness of another Person.


"Laws" shall mean all
foreign, federal, state and local statutes, laws, ordinances, regulations,
rules, resolutions, orders, writs, injunctions, judgments and decrees
applicable to the specified Person and to the businesses and assets thereof.


"License" shall mean any
franchise, authorization, license, permit, certificate of occupancy, easement,
variance, exemption, certificate, consent or approval of any Governmental
Entity or other Person.


"Lien" shall mean any mortgage, pledge, assessment, security interest, lease,
lien, adverse claim, levy, charge or other encumbrance of any kind.


 "Person" shall mean any
individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, limited liability company, association,
institution, entity, party, Governmental Entity or any other juridical entity
of any kind or nature whatsoever.


"Shareholder Consent Agreements"
shall mean the Agreement and Consent With Representations in the form attached
hereto as Exhibit D executed by the Shareholders in connection with this
Agreement.


"Shareholders"
shall mean the shareholders of PCI who execute a Shareholder Consent Agreement
in connection with this Agreement. 


"SI" shall have the meaning
set forth in the preamble to this Agreement.


"SI Common Stock" shall
mean the common stock of SI.


"SI Common Stock
Equivalents" shall have the meaning set forth in Section 4.02 of this Agreement.


"SI Material Adverse
Effect" shall mean an event or change, individually, or in the aggregate with
other events or changes, that could reasonably be expected to have a material
adverse effect on (a) the business, properties, prospects, condition (financial
or otherwise) or results of operations of SI and its subsidiaries taken as a
whole (other than those events, changes or effects resulting from general
economic conditions or the industry in which SI is engaged generally) or
(b) the ability of SI to consummate the transactions contemplated hereby.


"SI Preferred Stock" shall
mean the preferred stock of SI.


"Takeover Proposal" shall
mean any proposal for a tender or acquisition offer, Acquisition,
consolidation, sale of all or substantially all of such party's assets, sale of
in excess of fifteen percent of the shares of capital stock or other business
combination involving such party or any proposal or offer to acquire in any
manner a substantial equity shares (including any shares exceeding fifteen
percent of the equity outstanding) in, or all or substantially all of the
assets of, such party other than the transactions contemplated by this
Agreement.

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"Taxes" means all federal,
state, county, local, municipal, foreign and other taxes, assessments, duties
or similar charges of any kind whatsoever, including all corporate franchise,
income, gross receipts, occupation, windfall profits, sales, use, ad valorem,
value-added, profits, license, withholding, payroll, employment, excise,
premium, real property, personal property, customs, net worth, capital gains,
transfer, stamp, documentary, social security, disability, environmental,
alternative minimum, recapture and other taxes, and including all shares,
penalties and additions imposed with respect thereto, whether disputed or not
and including any obligations to indemnify or otherwise assume or succeed to
the Tax liability of any Person, and any liability in respect of any Tax as a
result of being a member of any affiliated, combined, consolidated, unitary or
similar group.


"Tax Return" means any
report, return, statement, estimate, informational return, declaration or other
written information required to be supplied to a taxing authority in connection
with Taxes.


"Taxing Authority" means
any domestic, foreign, federal, national, state, county or municipal or other
local government, any subdivision, agency, commission or authority thereof, or
any quasi-governmental body exercising tax regulatory authority.


 "Transaction Documents"
shall mean this Agreement, the Assignment Agreement, and the Shareholder
Consent Agreements, and other documents to be executed at Closing in order to
implement the provisions and terms hereof.


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ARTICLE II

THE CONSIDERATION


SECTION
2.01            Effective Time


Upon the occurrence of a Release and Consummation (as
defined in the Escrow Agreement), the Acquisition shall become effective as of
October 30, 2015 (provided the Release and Consummation actually occurs, the
"Effective Time"), regardless of when the delivery of the documents and items
may occur, which date may be extended by mutual written consent of the parties
(the "End Date").  




SECTION
2.02            The Consideration.


Upon the
occurrence of a Release and Consummation, PCI shall deliver to SI and Bill of
Sale for the Assets, duly executed by PCI, and SI shall deliver to PCI two
million three hundred thousand (2,300,000) shares of SI Common Stock (the
"Consideration Shares"), duly issued, fully paid and non-assessable,.  Each party shall use commercially reasonable efforts
to deliver the Deliverables from such party, as described on Exhibit B to the
Escrow Agreement or pursuant to Articles 8.02 and 8.03 hereof.  


SECTION 2.03           Effective
Time and Issuance of Securities.


Subject to the terms of the Escrow Agreement,
upon the occurrence of a Release and Consummation, to effective as of the
Effective Time, by virtue of the Acquisition, the Assets shall be deemed
acquired for the Consideration Shares, which PCI may distribute to its
shareholders, in liquidation. The Assets shall be conveyed to SI by PCI, in
consideration for issuance of the Consideration Shares, to be issued in
consideration therefore in accordance with Section 2.02 hereof.


SECTION 2.04            Subscription
Procedures and New Share Issuance.


                        Prior to the execution hereof, SI shall provide to PCI
a letter of transmittal and, for execution by each shareholder of PCI receiving
Consideration Shares, a Shareholder Consent Agreement in the form attached
hereto.  SI shall cause all shares of SI Common Stock issued pursuant to the
Acquisition to be duly authorized, validly issued, fully paid and
non-assessable and not subject to preemptive rights. 


SECTION
2.05.           Dividends and Distributions. 



No dividends or other
distributions shall be declared or made with respect to SI Common Stock after
the date hereof through the Effective Time.


SECTION 2.06.           Tax
Treatment.  


            The Parties intend
that the transactions contemplated by this Agreement shall constitute a
"reorganization" for purposes of Section 368(a)(1)(C) of the Code and no party
will take any position or make any filing inconsistent with such intent unless
required by law. The parties hereby adopt this Agreement as a "plan of



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reorganization" for purposes of Treasury Regulations Sections 1.368-2(g) and
1.368-3(a), and they agree to adopt the plan of reorganization and file the
statement required by Treasury Regulations Section 1.368-3(a) with their
respective Tax Returns for the taxable year in which the Effective Time
occurs.  PCI shall liquidate after the Closing, and the restricted SI Common
Stock delivered to PCI as part of the consideration shall be distributed to the
pre-Closing Stockholders of PCI, pursuant to the corporate liquidation and
dissolution requirements in Section 368(a)(2)(G) of the Code.


ARTICLE
III 

THE CLOSING


SECTION
3.01            Closing.


Unless
this Agreement shall have been terminated and the transactions herein
contemplated shall have been abandoned pursuant to Article IX, and subject to
the satisfaction or waiver of the conditions set forth in Article VIII, the
closing of the Acquisition (the "Closing") shall take place as soon
as reasonably practicable (but in no event on written notice of less than two
(2) business days) after all of the conditions set forth in Article VIII are
satisfied through the Escrow, or, to the extent permitted thereunder, waived,
or extended, and a Release and Consummation has occurred, as set forth in the
Escrow Agreement, but no later than September 30, 2015, by exchange of
signatures and documents, or as may be agreed to in writing by the parties
hereto (the date of such Closing being referred to herein as the "Closing
Date").


 ARTICLE IV 


REPRESENTATIONS
AND WARRANTIES OF SI


Except as
set forth in the applicable section of the disclosure schedule delivered by SI
to PCI prior to the execution of this Agreement (the "SI Disclosure
Schedule"), SI represents and warrants to Sellers as follows:


SECTION
4.01            Organization of SI; Authority.


SI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado. SI has all requisite corporate power and corporate authority
to enter into the Transaction Documents to which it is a party, to consummate
the transactions contemplated hereby and thereby, to own, lease and operate its
properties and to conduct its business. Subject to the receipt of its board of director's
approval, the execution, delivery and performance by SI of the Transaction Documents
to which it is a party and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action
on the part of SI, including, without limitation, the approval of the board of
directors of SI.  The Transaction Documents have been duly executed and
delivered by SI and, assuming that the Transaction Documents constitute a valid
and binding obligation of the other parties thereto, constitute a valid and
binding obligation of SI, enforceable against SI in accordance with its terms.
SI has heretofore delivered or made available to PCI complete and correct
copies of the 

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certificate of incorporation and by-laws of SI, the minute books
and stock transfer records of SI, as in effect as of the date of this
Agreement. SI is not in violation of its organizational documents. 


SECTION
4.02            Capitalization.


(a)               
The authorized capital stock of SI consists of 100,000,000 shares of SI
Common Stock, and 50,000,000 shares of SI Preferred Stock, of which 22,967,200
shares of SI Common Stock and no shares of SI Preferred Stock are outstanding
on the date hereof.  The pro forma capitalization immediately following the
consummation of the transactions contemplated under the Transaction Documents
will present 25,267,200 common shares as outstanding, and there are no shares
of Preferred stock outstanding.  Such pro forma capitalization reflects all SI
Common Stock, SI Preferred Stock and other equity interests in SI currently
contemplated to be issued as of Closing. No other shares of any other class or
series of SI Common Stock or Preferred or securities exercisable or convertible
into or issuable for SI Common Stock ("SI Common Stock Equivalents")
are authorized, issued or outstanding, or currently contemplated to be issued.
The outstanding shares of SI Common Stock have been duly authorized and validly
issued and are fully paid and non-assessable and were not issued in violation
of, and are not subject to, any preemptive, subscription or similar rights. To SI's
knowledge, none of the outstanding shares of SI Common Stock were issued in
violation of any Law, including without limitation, federal and state
securities laws. 


(b)              
There are no outstanding warrants, options, subscriptions, calls,
rights, agreements, convertible or issuable securities or other commitments or
arrangements relating to the issuance, sale, purchase, return or redemption, or,
to SI's knowledge, voting or transfer of any shares, whether issued or
unissued, of SI Common Stock, SI Common Stock Equivalents or other securities
of SI, except as shown on Schedule 4.02 hereto. On the Closing Date, each of the
Consideration Shares will have been duly authorized and, when issued and
delivered in accordance with this Agreement, such shares of SI Common Stock or
SI Preferred Stock will be validly issued, fully paid and non-assessable. 


SECTION
4.03            No Violation; Consents and Approvals.


The execution and delivery
by SI of the Transaction Documents do not, and the consummation of the
transactions contemplated hereby and thereby and compliance with the terms
hereof and thereof will not, conflict with or result in any violation of or
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (a) the terms and conditions or provisions of the
certificate of incorporation or by-laws of SI (b) any Law applicable to SI or the
property or assets of SI, or (c) give rise to any right of termination,
cancellation or acceleration under, or result in the creation of any lien upon
any of the properties of SI under any contract to which SI is a party or by
which SI or any assets of SI may be bound, except, in the case of clauses (b)
and (c), for such conflicts, violations or defaults which are set forth in the SI
Disclosure Schedule and as to which requisite waivers or consents will have
been obtained prior to the Closing or which, individually or in the aggregate,
would not have a material adverse effect on SI. No Governmental Approval is
required to be obtained or made by or with respect to SI in connection with the
execution and delivery of this Agreement or the consummation by SI of the
transactions contemplated hereby.

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SECTION
4.04            Litigation; Compliance with Laws.


(a)               
There are: (i) no claims, actions, suits, investigations or proceedings
pending or, to the knowledge of SI, threatened against, relating to or
affecting SI, the business, the assets, or any employee, officer, director,
stockholder, or independent contractor of SI in their capacities as such, and
(ii) no orders of any Governmental Entity or arbitrator outstanding against SI,
the business, the assets, or any employee, officer, director, stockholder, or
independent contractor of SI in their capacities as such, or that could prevent
or enjoin, or delay in any respect, consummation of the transactions
contemplated hereby.


(b)              
SI has complied and is in compliance in all material respects with all
laws applicable to SI, its business or its assets. SI has not received notice
from any Governmental Entity or other Person of any material violation of law
applicable to SI, its business or assets. SI has obtained and holds all required
Licenses (all of which are in full force and effect) from all Government
Entities applicable to SI, its business or its assets. No violations are or
have been recorded in respect of any such License and no proceeding is pending,
or, to the knowledge of SI, threatened to revoke or limit any such License.


ARTICLE V

REPRESENTATIONS
AND WARRANTIES OF PCI


Except as set forth in the
applicable section of the disclosure schedule delivered by PCI to SI prior to
the execution of this Agreement (the "PCI Disclosure Schedule"), PCI represents
and warrants to SI as follows:


SECTION
5.01            Organization of PCI; Authority.


PCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority to enter into the
Transaction Documents to which it is a party, to consummate the transactions
contemplated hereby and thereby, to own, lease and operate PCI assets and to
conduct PCI's business.  Subject to the approval by shareholders, the
execution, delivery and performance by PCI of the Transaction Documents to
which it is a party and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the
part of PCI.  The Transaction Documents to which PCI is a party have been duly
executed and delivered by PCI and, assuming that the Transaction Documents
constitute a valid and binding obligation of SI and the other parties thereto,
constitute a valid and binding obligation of PCI.  PCI is duly qualified or
licensed to do business as a foreign entity and is in good standing in each
jurisdiction in which the property owned, leased or operated by it or the
nature of the business conducted by it makes such qualification necessary,
except where the failure to obtain such qualification or license would not,
individually or in the aggregate, cause an PCI Material Adverse Effect.  PCI is
not in violation of its organizational documents. 


SECTION
5.02            Capitalization.


(a)        PCI has capital shares authorized of 2,300,000
common shares under its Articles of Incorporation and the Shareholders of PCI
to be effective as of the date of Closing are Rich Heineck 1,700,000 and Paul
Dickman 600,000 shares.  To PCI's knowledge, none of the outstanding shares of
PCI's capital stock 

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were issued in violation of any Law, including, without
limitation, state and federal securities laws. There are no Liens on or with
respect to PCI or its assets.  


(b)        Except as contemplated with respect
to the Acquisition, there are no outstanding: (i) securities convertible into
or issuable for PCI securities; (ii) options, warrants or other rights to
purchase or subscribe for PCI securities; or (iii) contracts, commitments,
agreements, understandings or arrangements of any kind relating to PCI, any
such convertible or issuable securities or any such options, warrants or
rights.  Except as contemplated with respect to the Acquisition, there is no
outstanding right, option or other agreement of any kind to purchase or
otherwise to receive from PCI, any ownership shares in PCI, and there is no
outstanding right or security of any kind convertible into such ownership
shares. To PCI's knowledge, there are no voting trusts, proxies or other
similar agreements or understandings with respect to PCI.  There are no
obligations, contingent or otherwise, of PCI to repurchase, redeem or otherwise
acquire any PCI shares or to provide funds to or make any investment (in the
form of a loan, capital contribution or otherwise) in any other Person.  There
are no accrued and unpaid dividends with respect to any outstanding shares of PCI.



SECTION
5.03            No Violation; Consents and Approvals.


The execution and delivery
by PCI of the Transaction Documents to which it is a party do not, and the
consummation of the transactions contemplated hereby and thereby and compliance
with the terms hereof and thereof will not, conflict with, or result in any
violation of or default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (a) the terms and conditions or
provisions of the certificate of incorporation or by-laws of PCI, (b) any Laws
applicable to PCI or the property or assets of PCI, or (c) give rise to any
right of termination, cancellation or acceleration under, or result in the creation
of any Lien upon PCI or its assets under, any Contracts to which PCI is a party
or by which PCI or any of its assets may be bound, except, in the case of
clauses (b) and (c), for such conflicts, violations or defaults as to which
requisite waivers or consents will have been obtained prior to the Closing or
which, individually or in the aggregate, would not have an PCI Material Adverse
Effect.  No Governmental Approval is required to be obtained or made by or with
respect to PCI in connection with the execution and delivery of this Agreement
or the consummation by PCI of the transactions contemplated hereby, except
where the failure to obtain such Governmental Approval would not, individually
or in the aggregate, have an
PCI Material Adverse Effect on the PCI assets.


SECTION
5.04            Litigation; Compliance with Laws.


(a)         There are: (i) no claims, actions,
suits, investigations or proceedings pending or, to the knowledge of PCI,
threatened against, relating to or affecting PCI, its business, its assets, or
any employee, officer, director, shareholder,  noteholder or independent
contractor of PCI in their capacities as such, and (ii) no orders of any
Governmental Entity or arbitrator are outstanding against PCI, its business,
its assets, or any employee, officer, director, shareholder, or independent
contractor of PCI in their capacities as such, or that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby.


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(b)        Except as would not have an PCI Material
Adverse Effect, PCI has complied and is in compliance in all material respects
with all Laws applicable to PCI, its business or its assets.  PCI has not
received notice from any Governmental Entity or other Person of any material
violation of Law applicable to it, its business or its assets.  PCI has
obtained and holds all required Licenses (all of which are in full force and
effect) from all Government Entities applicable to it, its business or its
assets.  No violations are or have been recorded in respect of any such License
and no proceeding is pending, or, to the knowledge of PCI threatened to revoke
or limit any such License.


SECTION 5.05            Financial
Statements.


            PCI shall provide, at
SI's expense, as an Escrow and Closing condition hereunder, an Audit of its
financial statement and operations from its financial records, as of October 8,
2015, complete and true and accurate in all respects, disclosing all
liabilities, income, expenses, and assets of PCI, and PCI shall provide all
books and records in PCI's possession as shall cooperate with SI as necessary
to complete audits, at SI's expense, in the normal course of business in
accordance with SEC Rules and Regulations, on or prior to the Closing date.


ARTICLE VI

COVENANTS
RELATING TO CONDUCT OF 

BUSINESS PENDING THE ACQUISITION


SECTION
6.01            Conduct of the Business Pending the Acquisition.


(a)        During the period from the date of
this Agreement and continuing until the Effective Time, SI agrees as to itself,
that SI shall use commercially reasonable efforts to preserve intact its
business and assets, maintain its assets in good operating condition and repair
(ordinary wear and tear excepted), retain the services of its officers,
employees and independent contractors and use reasonable commercial efforts to
keep in full force and effect liability insurance and bonds comparable in
amount and scope of coverage to that currently maintained with respect to its
business.


 (b)     During the period from the date of this
Agreement and continuing until the Effective Time, the parties covenant and
agree as follows, except as expressly contemplated or permitted by this
Agreement, or to the extent that the other party shall otherwise consent in
writing:


(1)              
Neither party shall amend or propose to amend its certificate of
incorporation or by-laws or equivalent organizational documents except as
contemplated in this Agreement (or in the case of PCI, it may, but shall not be
required to, update its officer and director list with the Arizona Corporation
Commission.)


(2)              
SI shall not issue, deliver, sell, redeem, acquire, authorize or propose
to issue, deliver, sell, redeem, acquire or authorize, any shares of its
capital stock of any class or any securities convertible into, or any rights,
warrants or options to acquire, any such shares or convertible securities or
other ownership of equity, provided that SI shall be permitted to issue the
shares of SI Common Stock to be issued to PCI hereunder.

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(3)              
Neither party shall propose to: (i) declare, set aside, make or pay any
dividend or other distribution, payable in cash, stock, property or otherwise,
with respect to any of its capital stock or (ii) reclassify, combine, split,
subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any
of its capital stock.


(4)              
Other than dispositions in the ordinary course of business consistent
with past practice which would not cause an SI Material Adverse Effect,
individually or in the aggregate, to it and its subsidiaries, taken as a whole,
SI shall not, nor shall it permit any of its subsidiaries to, sell, lease,
encumber or otherwise dispose of, or agree to sell, lease (whether such lease
is an operating or capital lease), encumber or otherwise dispose of its assets.


(5)              
SI shall promptly advise the other party hereto in writing of any change
in the condition (financial or otherwise), operations or properties, businesses
or business prospects of such party or any of its subsidiaries which would
result in an SI Material Adverse Effect, as the case may be.



(6)              
SI shall not permit to occur, any (1) change in accounting principles,
methods or practices, investment practices, claims, payment and processing
practices or policies regarding intercompany transactions, (2) incurrence of
Indebtedness or any commitment to incur Indebtedness, any incurrence of a
contingent liability, Contingent Obligation or other liability of any type,
other than in the ordinary course of business consistent with past practices,
(3) cancellation of any debt or waiver or release of any contract, right or
claim, except for cancellations, waivers and releases in the ordinary course of
business consistent with its past practice, (4) amendment, termination or
revocation of, or a failure to perform obligations or the occurrence of any
default under, any contract or agreement (including, without limitation,
leases) to which it is or, as of May 31, 2015, was a party, other than in the
ordinary course of business consistent with past practice, or default under any
License, (5) execution of termination, severance or similar agreements with any
of its officers, directors, employees, agents or independent contractors or (6)
entering into any leases of real property or agreement to acquire real
property.


SECTION 6.02            No
Action.


During the period from the
date of this Agreement and continuing until the Effective Time, PCI and SI each
agree as to itself that it shall not, take or agree or commit to take any
action, (i) that is reasonably likely to make any of its representations or
warranties hereunder inaccurate; or (ii) that is prohibited pursuant to the
provisions of this Article VI.


ARTICLE VII

ADDITIONAL
AGREEMENTS


SECTION
7.01            Access to Information.


From the date hereof until
the Effective Time or the earlier termination of this Agreement, each party
shall give the other party and its respective counsel, accountants,
representatives and agents  (and with respect to PCI, it shall provide to SI
with respect to PCI, full access, upon reasonable notice and during normal
business hours, to PCI's facilities and the financial, legal, accounting and
other representatives of PCI with knowledge of the business and the assets of
PCI), upon  

-13-








reasonable notice, all relevant documents, records and other
information concerning the business, finances and properties of such party and
its subsidiaries that the other party and its respective counsel, accountants,
representatives and agents, may reasonably request.  No investigation pursuant
to this Section 7.01 shall affect or be deemed to modify any of the
representations or warranties hereunder or the condition to the obligations of
the parties to consummate the Acquisition; it being understood that the
investigation will be made for the purposes among others of the board of
directors of each party determining in its good faith reasonable business
judgment the accuracy of the representations and warranties of the other
party.  In the event of the termination of this Agreement, each party, if so
requested by the other party, will return or destroy promptly every document
furnished to it by or on behalf of the other party in connection with the
transactions contemplated hereby, whether so obtained before or after the
execution of this Agreement, and any copies thereof (except for copies of
documents publicly available) which may have been made, and will use reasonable
efforts to cause its representatives and any representatives of financial
institutions and investors and others to whom such documents were furnished
promptly to return or destroy such documents and any copies thereof any of them
may have made. It is hereby acknowledged the SI shall have filed all of its
financial reports with the SEC prior to closing hereunder which shall
constitute delivery of the same to PCI.


SECTION
7.02            No Shop; Acquisition Proposals.


From the date hereof until
the Effective Time or the earlier termination of this Agreement, neither PCI
nor SI shall, nor shall they authorize or permit any of their respective
officers, directors or employees, or any investment banker, financial advisor,
attorney, accountant or other representative retained by it to, solicit,
initiate or encourage (including by way of furnishing information), or take any
other action to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any Takeover Proposal
(as hereinafter defined), or negotiate with respect to, agree to or endorse any
Takeover Proposal (except in any case if the board of directors or special
committee of SI or PCI, as the case may be, determines in good faith, based
upon the written opinion of its outside legal counsel, that the failure to do
so would constitute a breach of the fiduciary duties of the SI or PCI under
applicable law).  PCI  shall promptly advise SI and SI shall promptly advise
PCI, as the case may be, orally and in writing of any such inquiries or
proposals and shall also promptly advise SI or PCI, as the case may be, of any
developments or changes regarding such inquiries or proposals.  PCI and SI
shall immediately cease and cause to be terminated any existing discussions or
negotiations with any persons (other than PCI and SI and Persons contemplated
to be a party to the transactions contemplated by the Transaction Documents)
conducted heretofore with respect to any Takeover Proposal.  PCI and SI agree
not to release (by waiver or otherwise) any third party from the provisions of
any confidentiality or standstill agreement to which PCI or SI is a party.


SECTION
7.03            Legal Conditions to Acquisition; Reasonable Efforts.


PCI and SI shall take all
reasonable actions necessary to comply promptly with all legal requirements
which may be imposed on itself with respect to the Acquisition and will
promptly cooperate with and furnish information to each other in connection
with any such requirements imposed upon any of them or any of their subsidiaries
in connection with the Acquisition.  PCI and SI will take all reasonable
actions necessary to obtain (and will cooperate with each other in obtaining)
any 

-14-








consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party, required to be
obtained or made by PCI or SI in connection with the Acquisition or the taking
of any action contemplated thereby or by this Agreement. 


SECTION
7.04            Certain Filings.


Each party shall cooperate
with the other in (a) connection with the preparation of an announcement or
required filings, (b) determining whether any action by or in respect of, or
filing with, any governmental body, agency, official or authority is required,
or any actions, consents, approvals or waivers are required to be obtained from
parties to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement and (c) seeking any such actions,
consents, approvals or waivers or making any such filings, furnishing
information required in connection therewith or with the 8-K and seeking timely
to obtain any such actions, consents, approvals or waivers.  Each party shall
consult with the other in connection with the foregoing and shall use all
reasonable commercial efforts to take any steps as may be necessary in order to
obtain any consents, approvals, permits or authorizations required in
connection with the Acquisition.


SECTION
7.05            Public Announcements and Filings.


Each party shall give the
other a reasonable opportunity to comment upon, and, unless disclosure is
required, in the opinion of counsel, by applicable law, approve (which approval
shall not be unreasonably withheld), all press releases or other public communications
of any sort relating to this Agreement or the transactions contemplated hereby.


SECTION
7.06            Tax Matters.


From the date hereof until the Effective Time or
the earlier termination of this Agreement, without the prior written consent of
the other party or if required in the opinion of counsel, neither SI nor PCI
shall make or change any election, change an annual accounting period, adopt or
change any accounting method, file any amended Tax Return, enter into any
closing agreement, settle any Tax claim or assessment relating to it, surrender
any right to claim a refund of Taxes, consent to any extension or waiver of the
limitation period applicable to any Tax claim or assessment relating to it, or
take any other action relating to the filing of any Tax Return or the payment
of any Tax.


SECTION 7.07            Supplements
to Schedules.


 Prior to the Closing, SI
or PCI may supplement or amend its disclosure schedule with respect to any
matter hereafter arising which, if existing or occurring at the date of this
Agreement, would have been required to be set forth or described in such
disclosure schedule.  No supplement to or amendment of the disclosure schedule
made pursuant to this Section 7.07 shall be deemed to cure any breach of any
representation or warranty made in this Agreement unless the other parties
hereto specifically agree thereto in writing.

-15-








SECTION 7.08        SI
Liabilities. 




            At Closing SI will
have no liabilities.




SECTION 7.09            Liens,
claims, debts, or Options/ Warrants. 


            PCI and its
Shareholders warrant and represent that no other person or entity, not
disclosed herein, has any valid debt, or lien or claim to the PCI assets or to
equity, warrants, options or shares in PCI whatsoever.






ARTICLE VIII

CONDITIONS
OF THE ACQUISITION


SECTION
8.01            Conditions to Each Party's Obligation to Effect the Acquisition


The respective obligations
of each party to effect the Acquisition and the other transactions contemplated
herein shall be subject to the satisfaction of the conditions herein and of the
deliverables set forth below, any or all of which may be waived, in whole or in
part to the extent permitted by applicable law:


(a)        PCI Approval.  This Agreement shall
have been duly adopted and agreed by PCI's shareholders.


(b)        No Injunctions or Restraints. No governmental
authority of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any statute, rule, regulation, execution order, decree,
injunction or other order (whether temporary, preliminary or permanent) which
is in effect and which materially restricts, prevents or prohibits consummation
of the Acquisition or any transaction contemplated by this Agreement; provided,
however, that the parties shall use their reasonable commercial efforts to
cause any such decree, judgment, injunction or other order to be vacated or
lifted.


SECTION 8.02            Additional
Conditions to Obligations of SI.


The obligations of SI to
effect the Acquisition and the other transactions contemplated by this
Agreement are also subject to the satisfaction at or prior to the Closing Date
of the following additional conditions unless waived by SI:


(a)        Representations and Warranties.  The
representations and warranties of PCI and its shareholders set forth in this
Agreement shall be true and correct in all material respects (except for those
representations and warranties qualified by materiality, which shall be true
and correct in all respects) as of the date of this Agreement and as of the
Closing Date as though made on and as of the Closing Date, except as otherwise
contemplated by this Agreement.


(b)        Performance of Obligations of PCI. 
PCI and PCI's shareholders shall have performed in all material respects
all conditions, covenants, agreements and obligations required to be performed
by it under this Agreement at or prior to the Closing Date.

-16-








(c)        No Material Adverse Change to PCI. 
From the date hereof through and including the Effective Time, no event shall
have occurred which would have an PCI Material Adverse Effect. 


 (d) PCI shall have full 100%
title to assets involving PCI, including all domain names, I.P., trademarks,
llc or corporate names, technology, licenses, or business plans, or designs,
and knowhow related thereto as listed on Exhibit A, free and clear of any
liens, claims, or encumbrances.


(e) Each shareholder of PCI
shall have signed the Shareholder Consent Agreements in the form attached
hereto as Exhibit D.


(i)         Third Party Consents. PCI
shall have obtained all consents and approvals, required to be obtained prior
to or at the Closing Date, from third parties or governmental and regulatory
authorities in connection with the execution, delivery and performance by PCI
of this Agreement and the consummation of the transactions contemplated
hereby.  


(j)         No Governmental Order or Other
Proceeding or Litigation.  No order of any Governmental Entity shall be in
effect that restrains or prohibits the transactions contemplated hereby and by
the other Transaction Documents, and no suit, action or other proceeding by any
Governmental Entity shall have been instituted or threatened which seeks to
restrain or prohibit the transactions contemplated hereby or thereby.


(k)        Due Diligence.  PCI shall
provide SI, upon request, with all due diligence materials in PCI's possession
that SI deems necessary for examination for this transaction, and for any
necessary audits, including financial information, leases, geology,
participation agreements and corporate records.  This transaction and
performance under this Agreement by SI are subject to its satisfaction with its
due diligence examination, in its sole discretion. In the event that SI deems
remedial action necessary for any matter that it finds, then SI shall give PCI
written notice of such requirement, and PCI shall have ten days extension
within which to provide remedial action or an agreed plan of remedy.  The due
diligence period shall expire on the Closing Date.


(l)         Deliveries. Through the
Escrow, PCI shall have delivered to SI or SI shall have otherwise obtained: 



            (1)        True,
correct and complete copies of (1) the certificate of incorporation or other
charter document, as amended to date, of PCI as filed with, the Secretary of
State or other appropriate official of the state or other jurisdiction of
organization of PCI, (2) a certificate of Good Standing from the State of
Delaware (3) the by-laws or other similar organizational document of PCI, and
(4) resolutions duly and validly adopted by the Board of Directors and the
stockholders of PCI evidencing the authorization of the execution and delivery
of this Agreement, the other Transaction Documents to which it is a party and
the consummation of the transactions contemplated hereby and thereby, in each
case, accompanied by a certificate of the Secretary or Assistant Secretary of PCI,
dated as of the Closing Date, stating that no amendments have been made thereto
from the date thereof through the Closing Date.

-17-








            (2)        All
books and records necessary for audits pursuant to SEC rules.


            (3)        PCI
shall have executed an Asset Assignment Agreement and Bill of Sale with Representations
in the form attached hereto as Exhibit C (the "Assignment Agreement") assigning
ownership of the assets described in Exhibit A hereto.


            .03 
     Additional Conditions to the Obligations of PCI.


The obligation of PCI to
effect the Acquisition and the other transactions contemplated by this
Agreement is also subject to the satisfaction at or prior to the Closing Date
of the following additional conditions unless waived by PCI:


(a)        Representations and Warranties. 
The representations and warranties of SI set forth in this Agreement shall be
true and correct in all material respects (except for those representations and
warranties qualified by materiality which shall be true and correct in all
respects) as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date, except as otherwise contemplated by this
Agreement.


(b)        Performance of Obligations of SI. 
SI shall have performed in all material respects all conditions, covenants,
agreements and obligations required to be performed by it under this Agreement
at or prior to the Closing Date.


(c)        No Material Adverse Change to SI. 
From the date hereof through and including the Effective Time, no event shall
have occurred which would have a SI Material Adverse Effect.


(d)        Third Party Consents. SI shall
have obtained all consents and approvals, required to be obtained prior to or
at the Closing Date, from third parties or governmental and regulatory
authorities in connection with the execution, delivery and performance by SI of
this Agreement and the consummation of the transactions contemplated hereby. 



(e)        No Governmental Order or Other
Proceeding or Litigation.  No order of any Governmental Entity shall be in
effect that restrains or prohibits the transactions contemplated hereby and by
the other Transaction Documents, and no suit, action or other proceeding by any
Governmental Entity shall have been instituted or threatened which seeks to
restrain or prohibit the transactions contemplated hereby or thereby.


 (g)       Deliveries.  At the Closing, through
the Escrow, SI shall have delivered to PCI or PCI shall have otherwise obtained: 



            (1)        True,
correct and complete copies of (1) the certificate of incorporation or other
charter document, as amended to date, of SI as filed with, the Secretary of
State or other appropriate official of the state or other jurisdiction of
organization of SI, (2) a certificate of Good Standing from the State of
Colorado (3) the by-laws or other similar organizational document of SI, and
(4) resolutions duly and validly adopted by the Board of Directors of SI
evidencing the authorization of the execution and delivery of this Agreement,
the other Transaction Documents to which it is a party and the consummation of
the transactions  

-18-








contemplated hereby and thereby, in each case, accompanied by
a certificate of the Secretary or Assistant Secretary of SI, dated as of the
Closing Date, stating that no amendments have been made thereto from the date
thereof through the Closing Date.


(2)        The share certificates specified in
Section 2.01, issued by SI to PCI's shareholders, in proper amounts, pursuant
to a schedule provided by PCI.         


ARTICLE IX

TERMINATION


SECTION
9.01            Termination.


This Agreement may be
terminated at any time prior to the Closing Date under the terms as set forth
below:


(a)        by mutual consent of the boards of
directors of SI and PCI; or


(b)        by SI upon written notice to PCI, if
any condition to the obligation of SI to close contained in Article VII hereof,
has not been satisfied, including through delivery into Escrow under the Escrow
Agreement, or the Release and Consummation has not occurred for any reason, by
the End Date (unless such failure is the result of SI's breach of any of its
representations, warranties, covenants or agreements contained herein); or


(c)        by PCI upon written notice to SI, if:
(A) any condition to the obligation of PCI to close contained in Article VII
hereof has not been satisfied, including through delivery into Escrow, or the
Release and Consummation has not occurred for any reason, by the End Date
(unless such failure is the result of PCI's breach of any of its
representations, warranties, covenants or agreements contained herein); or


(d)        by SI if the board of directors or
special committee of SI determines in good faith, based upon the written
opinion of its outside legal counsel, that the failure to terminate this
Agreement would constitute a breach of the fiduciary duties of the SI board of
directors or special committee to the SI stockholders under applicable law.


(e)     by either party, if the delivery of
documents required from the other party or from third parties has not occurred
into the Escrow pursuant to the Escrow Agreement, or the Release and
Consummation has not occurred for any reason, by the End Date.


ARTICLE X

SURVIVAL
OF REPRESENTATIONS AND WARRANTIES


 The
representations, covenants, agreements, and warranties of the parties set forth
in this Agreement shall survive the Closing.  Following the Closing Date with
respect to any particular representation or warranty, any party hereto shall
have the responsibility to complete any duties or deliver any documents
necessary to complete, fulfill or comply with respect to such representation and
warranty, within a reasonable time after written demand..  

-19-








ARTICLE XI

MISCELLANEOUS


SECTION
11.01          Notices.


All notices, requests and
other communications to any party hereunder shall be in writing (including
telecopy, telex or similar writing) and shall be deemed given or made as of the
date delivered, if delivered personally or by telecopy (provided that delivery
by telecopy shall be followed by delivery of an additional copy personally, by
mail or overnight courier), one day after being delivered by overnight courier
or three days after being mailed by registered or certified mail (postage
prepaid, return receipt requested), to the parties at the following addresses: 


if to SI  to:        Sibannic, Inc.




                        Sibannic, Inc. 


                        1313 E. Osborn Road, Suite 100


                        Phoenix, Arizona  85014


                        Attention: Chief Executive Officer




if to PCI or
its Shareholders:     


                        


                        Protection
Cost, Inc. 


                        c/o
Paul Dickman


                        4115
Scarlet Oak Ct. 


                        Castle
Rock, CO 80109           


                        


               or such other address or telex or
telecopy number as such party may hereafter specify for the purpose by notice
to the other party hereto. 


SECTION
11.02          Amendment; Waiver.


This Agreement may be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may be given, provided that the same are in writing and
signed by or on behalf of the parties hereto.


SECTION
11.03          Successors and Assigns.


The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that no party shall
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the written consent of the other party hereto.


SECTION
11.04          Governing Law.


This Agreement shall be
construed in accordance with and governed by the law of the State of Colorado
without regard to principles of conflict of laws.

-20-







SECTION 11.05          Waiver
of Jury Trial.


Each party hereto hereby
irrevocably and unconditionally waives any rights to a trial by jury in any
legal action or proceeding in relation to this Agreement and for any
counterclaim therein.


SECTION 11.06          Consent
to Jurisdiction.


Each of the Parties hereby
irrevocably and unconditionally submits to the exclusive jurisdiction of any
court of the State of Colorado or Arizona or any federal court sitting in
Colorado or Arizona for purposes of any suit, action or other proceeding
arising out of this Agreement and the Transaction Documents (and agrees not to
commence any action, suit or proceedings relating hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process, summons,
notice or document pursuant to the laws of the State of Colorado or Arizona, as
applicable, and on the parties designated in Section 11.01 shall be effective
service of process for any action, suit or proceeding brought against it in any
such court.


SECTION 11.07          Counterparts;
Effectiveness.


Facsimile or electronic PDF
transmissions of any executed original document and/or retransmission of any
executed facsimile or electronic PDF transmission shall be deemed to be the
same as the delivery of an executed original.   This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. 


SECTION 11.08          Entire Agreement; No Third
Party Beneficiaries; Rights of Ownership.


Except as expressly
provided herein, this Agreement (including the documents and the instruments
referred to herein) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.  Except as expressly provided herein,
this Agreement is not intended to confer upon any person other than the parties
hereto (and in the case of PCI, its Shareholders), any rights or remedies
hereunder.  The parties hereby acknowledge that no person shall have the right
to acquire or shall be deemed to have acquired shares of common stock of the
other party pursuant to the Acquisition until consummation thereof.


SECTION
11.09          Headings.


The headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.


SECTION 11.10          No
Strict Construction.


The parties hereto have participated jointly in
the negotiation and drafting of this Agreement.  In the event an ambiguity
or question of intent or interpretation arises under any provision of this
Agreement, this Agreement shall be construed as if drafted jointly by the
parties thereto, and no presumption or burden of proof shall 

-21-








arise favoring or disfavoring any party by virtue
of the authorship of any of the provisions of this Agreement.


SECTION 11.11       
Severability.


If any term or other
provision of this Agreement is invalid, illegal or unenforceable, all other
provisions of this Agreement shall remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in a manner that is materially adverse to any party.


SECTION 11.12          Enforceability.


If any term or other
provision of this Agreement is invalid, illegal or unenforceable, all other
provisions of this Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have caused this
Asset Acquisition Agreement to be duly executed as of the day and year first
above written.




Sibannac, Inc.








By:                                                 


            Name:
Dan Allen


            Title:  
Chief Executive Officer




Protection Cost, Inc.








By:                                                 


            Name:  Rich Heineck


            Title:   Chief Executive Officer




                                                                        


 List of Exhibits:


 


Exhibit A - Shareholder Consent Agreement






 


-22-











Exhibit A


to 


Asset Acquisition
Agreement


 


SHAREHOLDER CONSENT
AGREEMENT




 


AGREEMENT AND CONSENT WITH REPRESENTATIONS




Gentlemen:




The Subscriber
("Subscriber") herein, as Owner of _____________shares of outstanding
common stock of Protection Cost, Inc. (PCI)  is offering to accept in
liquidation of PCI __________ shares of the common stock of Sibannac, Inc.
("Company" or "SI"), a Colorado corporation, as
contemplated under that certain Asset Acquisition Agreement dated October ___,
2015, by and between SI and PCI (the "Acquisition Agreement").




Subscriber hereby approves the
Acquisition Agreement and the transactions contemplated thereunder, and offers
to accept the shares as set forth above, and agrees to become a shareholder of
the Company (SI). In order to induce the Company (SI) to accept my offer, I
advise you as follows and acknowledge:




1.         Corporate Documents. Receipt of copies of
Articles, By-Laws, and audited financial statements of the Company and such
other documents as I have requested: I hereby acknowledge that I have received
the documents (as may be supplemented from time to time) relating to the
Company and that I have carefully read the information and that I understand
all of the material contained therein.




2.         Availability of Information.        I
hereby acknowledge that the Company has made available to me the opportunity to
ask questions of, and receive answers from the Company and any other person or
entity acting on its behalf, concerning the terms and conditions of the
business, the financial statements and related information of the Company and
the  2014 10K, 10Q for Dec. 31, 2014  of the Company and the information contained
in the corporate documents, and to obtain any additional information, to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information provided by the Company and any other person or entity acting on
its behalf.




3.         Representations and Warranties. Subscriber
represents and warrants to the Company (SI) (and understands that SI is relying
upon the accuracy and completeness of such representations and warranties in
connection with the availability of an exemption for the offer and acquisition
of the shares from the registration requirements of applicable federal and
state securities laws) that:


-D-1-









(a) RESTRICTED SECURITIES.




(I)        I understand that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"),
or any state securities laws.




(II)       I understand that if this acquisition agreement
is accepted and the Shares are issued to me, I cannot sell or otherwise dispose
of the Shares unless the Shares are registered under the Act or applicable
state securities laws or exemptions therefrom are available (and consequently,
that I must bear the economic risk of the investment for an indefinite period
of time):




(III)      I understand that the Company (SI) has no
obligation now or at any time to register the Shares under the Act or the state
securities laws or obtain exemptions therefrom. 




(IV)      I understand that the Company (SI) will restrict
the transfer of the Shares in accordance with the foregoing representations.




(V)       There is a limited public market for the common
stock of the Company and there is no certainty that a more liquid market will
ever develop or be maintained. There can be no assurance that I will be able to
sell or dispose of the Shares. Moreover, no assignment, sale, transfer,
acquisition or other disposition of the Shares can be made other than in
accordance with all applicable securities laws. It is understood that a
transferee may at a minimum be required to fulfill the investor suitability
requirements established by the Company, or registration may be required.




(b)        LEGEND.




I agree that any certificate representing the Shares will
contain and be endorsed with the following, or a substantially equivalent,
LEGEND:




"This share certificate has been acquired pursuant to
an investment representation by the holder and shall not be sold, pledged,
hypothecated or donated or otherwise transferred except upon the issuance of a
favorable opinion by its counsel and the submission to the Company of other
evidence satisfactory to and as required by counsel to the Company, that any
such transfer will not violate the Securities Act of 1933, as amended, and
applicable state securities laws. These shares are not and have not been
registered in any jurisdiction."




(c)        OWN ACCOUNT.




I am the only party in interest with respect to this
acquisition offer, and I am acquiring the Shares for my own account for
long-term investment only, and not with an intent to resell, fractionalize,
divide, or redistribute all or any part of my interest to any other person,
except in liquidation of the company.




(d)        AGE:    CITIZENSHIP.




I am at least twenty-one years old and a citizen of the
United States.


-D-2-









(e)        ACCURACY OF INFORMATION.




All information which I have provided to the Company (SI)
concerning my knowledge of financial and business matters is correct and
complete as of the date set forth at the end hereof, and if there should be any
material change in such information prior to acceptance of this acquisition
offer by the Company, I will immediately provide the Company with such
information.




4.         Acquisition Procedure.  I understand that
this acquisition is subject to each of the following terms and conditions:




(a)        The Company may reject this acquisition for legal
reasons, and this acquisition shall become binding upon the Company only when
accepted, in writing, by the Company.




(b)        This offer may not be withdrawn by me.




(c)        The share certificates to be issued and delivered
pursuant to this acquisition will be issued in the name of and delivered to me.




5.         Suitability. I hereby warrant and
represent:




(a)        That I can afford a complete loss of the
investment and can afford to hold the securities being received hereunder for
an indefinite period of time. 




(b)        That I consider this investment a suitable
investment, and




(c)        That I am sophisticated and knowledgeable and
have had prior experience in financial matters and investments.




6.         Acknowledgement of Risks. I have been
furnished and have carefully read the information relating to the Company,
including this form of Acquisition Agreement. I am aware that:




(a) There are substantial risks incident to the ownership of
Shares from the Company, and such investment is speculative and involves a high
degree of risk of loss by me of my entire investment in the Company.




(b) No federal or state agency has passed upon the Shares or
made any finding or determination concerning the fairness of this investment.




(c) The books and records of the Company will be reasonably
available for inspection by me and/or my investment advisors, if any, at the
Company's place of business.




(d) All assumptions and projections set forth in any
documents provided by the Company have been included therein for purposes of
illustration only, and no assurance is given that actual results will
correspond with the results contemplated by the various assumptions set forth
therein.


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(e)  SI has had unsuccessful operating history. The proposed
operations are subject to all of the risks inherent in the establishment of a
new business enterprise, including a limited operating history. The
unlikelihood of the success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the formation and operation of a new business
and the competitive environment in which the Company will operate.




7. Receipt of Advice. I acknowledge that I have been
advised to consult my own attorney and investment advisor concerning the
investment.




8. Restrictions on Transfer. I acknowledge that the
investment in the Company is an illiquid investment. In particular, I recognize
that:




(a) Due to restrictions described below, the lack of any
market existing or to exist for these Shares, in the event I should attempt to
sell my Shares in the Company, my investment will be highly illiquid and,
probably must be held indefinitely.




(b) I must bear the economic risk of investment in the
Shares for an indefinite period of time, since the Shares have not been
registered under the Securities Act of 1933, as amended, and issuance is made
in reliance upon Section 4 of said Act and/or Rule 506 of Regulation D under
the Act, as may be applicable. Therefore, the Shares cannot be offered, sold,
transferred, pledged, or hypothecated to any person unless either they are
subsequently registered under said Act or an exemption from such registration
is available and the favorable opinion of counsel for the Company to that
effect is obtained, which is not anticipated. Further, unless said Shares are
registered with the securities commission of the state in which offered and
sold, I may not resell, hypothecate, transfer, assign or make other disposition
of said Shares except in a transaction exempt or exempted from the registration
requirement of the securities act of such state, and that the specific approval
of such sales by the securities regulatory body of the state is required in
some states.




(c) My right to transfer my Shares will also be restricted
by the legend endorsed on the certificates.




9. Access to Information. I represent and warrant to
the Company that:




(a) I have carefully reviewed and understand the risks of,
and other considerations relating to, the acquisition of the Shares, including
the risks of total loss in the event the Company's business is unsuccessful.




(b) I and my investment advisors, if any, have been
furnished all materials relating to the Company and its proposed activities and
anything which they have requested and have been afforded the opportunity to
obtain any additional information necessary to verify the accuracy of any
representations about the Company.


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(c) The Company has answered all inquiries that I and my
investment advisors, if any, have put to it concerning the Company and its
proposed activities and acquisition of the Shares.




(d) Neither I nor my investment advisors, if any, have been
furnished any offering literature other than the documents attached as exhibits
thereto and I and my investment advisors, if any, have relied only on the
information contained in such exhibits and the information, as described in
subparagraphs (b) and (c) above, furnished or made available to them by the
Company.




(e) I am acquiring the Shares for my own account, as
principal, for investment purposes only and NOT with a view to the resale or
distribution of all or any part of such Shares, and that I have no present
intention, agreement or arrangement to divide my participation with others or
to resell, transfer or otherwise dispose of all or any part of the Shares
subscribed for unless and until I determine, at some future date, that changed
circumstances, not in contemplation at the time of this acquisition, makes such
disposition advisable;




(f) I, the undersigned, if on behalf of a corporation,
partnership, trust, or other form of business entity, affirm that: it is
authorized and otherwise duly qualified to purchase and hold Shares in the
Company; recognize that the information under the caption as set forth in (a)
above related to investments by an individual and does not address the federal
income tax consequences of an investment by any of the aforementioned entities
and have obtained such additional tax advice that I have deemed necessary; such
entity has its principal place of business as set forth below; and such entity
has not been formed for the specific purpose of acquiring Shares in the
Company.




(g) I have adequate means of providing for my current needs
and personal contingencies and have no need for liquidity in this investment;
and


(h)        The information provided by the Company is
confidential and non-public and I agree that all such information shall be kept
in confidence by it and neither used by it to its personal benefit (other than
in connection with its acquisition for the Shares) nor disclosed to any third
party for any reason; provided, however, that this obligation shall not apply
to any such information which (i) is part of the public knowledge or literature
and readily accessible at the date hereof; (ii) becomes part of the public
knowledge or literature and readily accessible by publication (except as a
result of a breach of these provisions); or (iii) is received from third
parties (except those parties who disclose such information in violation of any
confidentiality agreements including, without limitation, any Acquisition
Agreement they may have with the Company).




10. Binding Agreement. I hereby adopt, accept, and
agree to be bound by all the terms and conditions of the Share  Acquisition
Agreement by and between SI and PCI, executed concurrently herewith, and by all
of the terms and conditions of the Articles of Incorporation, and amendments
thereto, and By-Laws of the Company. Upon acceptance of this Acquisition
Agreement by the Company, I shall become a Shareholder for all purposes.




11. Agreement to Be Bound. The Acquisition Agreement,
upon acceptance by the Company, shall be binding upon my heirs, executors,
administrators, successors, and assigns.


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12. Indemnification. I further represent and warrant:




(a) I hereby indemnify the Company and hold the Company
harmless from and against any and all liability, damage, cost, or expense
incurred on account of or arising out of:




(I) Any inaccuracy in my declarations, representations, and
warranties hereinabove set forth;




(II) The disposition of any of the Shares which I will
receive, contrary to my foregoing declarations, representations, and
warranties; and




(III) Any action, suit or proceeding seeking damages or
redress from Company based upon (1) the inaccuracy of said declarations,
representations, or warranties; or (2) the disposition of any of the Shares or
any part thereof contrary to the foregoing declarations, representations, and
warranties.




13. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Colorado, except as
to the manner in which the Subscriber elects to take title to the Shares in the
Company that shall be construed in accordance with the state of his principal
residence.




14. Financial Statement. Upon request of the Company,
I shall provide a sworn and signed copy of my current financial statement.




15. Title:  I will hold
title to my interest as follows:




               
{  }  Community Property




               
{  }  Joint Tenants with Right Survivorship




               
{  }  Tenants in Common




               
{  }  Individually




               
{  }  Other:  (Corporation, Trust, Etc., please indicate)




               
(Note:  Subscribers should seek the advice of their attorneys in deciding in
which of the above forms they should take ownership of the Shares, since
different forms of ownership can have varying gift tax and other consequences,
depending on the state of the investor's domicile and their particular personal
circumstances.  For example, in community property states, if community
property assets are used to purchase shares held in individual ownership, this
might have adverse gift tax consequences.  If OWNERSHIP IS BEING TAKEN IN
JOINT NAME WITH A SPOUSE OR ANY OTHER PERSON, THEN ALL SUBSCRIPTION DOCUMENTS
MUST BE EXECUTED BY ALL SUCH PERSONS.)


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17. No Assignability. This acquisition is personal to
the person/entity whose name and address appear below. I may not assign any of
its rights or obligations under this Acquisition Agreement to any other person
or entity.




18. Conditions. This Acquisition Agreement shall
become binding upon the Company only when accepted, in writing, by the Company.




19. Effective Date. The acquisition for Shares
evidenced by this Agreement shall, if accepted by the Company, be effective as
soon as all state laws have been complied with to effectuate the transaction,
and the conveyances of the assets of PCI has been consummated.




20. Conveyance. I hereby agree to waive any claim to
my shares in PCI, as shown on the stock records of PCI in exchange for the
liquidation distribution of restricted  shares of the common stock of the
Company (SI).




21. Further Acts. I hereby agree to execute any other
documents and take any further actions that are reasonably necessary or
appropriate in order to implement the transaction contemplated by this
Acquisition Agreement.




                                                                        Share
Holder








Dated: ________ ____ , 2015                         /s/_______________________


                                                                        Name:



                                                                        Address


                                                                        _________________________


                                                                        _________________________


                                                                        Social
Security Number:


                                                                        _________________________



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