SHARE EXCHANGE
AGREEMENT


 


THIS
SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of the
13th day of February, 2014 (this "Agreement") is entered into by and
among, EARTH DRAGON RESOURCES INC., a
Nevada corporation ("Earth"), and the Owners of PLASMAGENIX,
INC., a
California corporation ("Owners").
Earth and the
Owners are referred
to singularly as a "Party"
and collectively as the "Parties."


 


WITNESSETH:


 


WHEREAS, the Owners own all of the issued
and outstanding shares of


PLASMAGENIX,
INC., a California corporation ("PG");


 


WHEREAS, PG was formed
on November 14, 2013, for the purpose developing regenerative therapeutics derived
from the patient's own blood, commercialize them and facilitate access to those that
suffer from chronic pain, non-healing wounds and debilitating neurologic
conditions.


 


WHEREAS, Earth wishes
to acquire all of the issued and outstanding shares and rights to shares
of all of
the capital stock
of PG (referred
to hereinafter as
the "PG
Shares") with the purpose of owning and operating PG as its wholly-owned
subsidiary; and


 


WHEREAS, Earth and the
Owners propose to enter into this Agreement which provides, among other things, the
Owners will deliver the PG Shares to Earth in exchange for the issuance by Earth of
a total of 13,800,000 (thirteen million eight hundred thousand) restricted common shares
of Earth's common stock as set forth in Section 2.01 of this Agreement, on the terms and
conditions set forth
herein (the "Share
Exchange") and such
additional items as more
fully described in this Agreement.


 


NOW, THEREFORE, in consideration,
of the promises and of the mutual representations, warranties and agreements set forth
herein, the Parties hereto agree as follows:


 


ARTICLE I


DEFINITIONS


 


Section 1.01. Definitions.
The following terms shall have the following respective meanings:


 


 


"Affiliate"with
respect to any Party, a Person that directly or indirectly controls, is controlled by,
or is under common control of such Party. For the purpose of this definition, "control"
means (i) ownership
of more than fifty percent (50%) of the voting shares of a Person or (ii) the right
or ability to direct the management or policies of a Person through ownership of voting
shares or other securities, pursuant to a written agreement or
otherwise;




    	 



    	 



    

 


"Business
Day"a day
(other than a
Saturday) on which
banks in Nevada
are open


for business throughout their normal business
hours;


 


"Closing"the
closing of the transactions contemplated by this Agreement;


 


"Completion"completion
of acquisition of the PG Shares by Earth in accordance with the terms and conditions of this
Agreement;


 


"Encumbrance"any
mortgage, charge, pledge, lien, (otherwise than arising by


statute or operation
oflaw), equities, hypothecation or other encumbrance, priority or security interest,
preemptive right deferred purchase, title retention, leasing, sale-and-repurchase
or sale-and-leaseback arrangement whatsoever over or in any property, assets
or rights of whatsoever nature and includes any agreement for any of the same and reference
to "Encumbrances" shall be construed accordingly;


 


"Exchange
 Act"the US Securities Exchange Act
of 1934;


 


"Person"any
individual, firm, company, government, state or agency of a state or any joint venture,
association or partnership (whether or not having separate legal
personality);


 


"Securities
Act"the US Securities Act of 1933;


 


"SEC"the
US Securities and Exchange Commission;


 


"US"United
States of America;


 


"United States
Dollars" or "US$"


United States
dollars;


 


Section 1.02. Rules of Construction.


 


(a)               
Unless the context otherwise requires, as used in this Agreement: (i)
"including" means "including,
without limitation"; (ii)
words in the
singular include the
plural; (iii) words
in the plural include the singular; (iv) words applicable to one gender shall
be construed to apply to each gender;
(v) the terms "hereof,"
"herein," "hereby,"
"hereto" and derivative or similar words
refer to this entire Agreement, including the Schedules hereto; (vi) the terms "Article,"
"Section" and "Schedule" shall refer to the specified Article,
Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Schedule
and


(vii) the term "day"
shall refer to calendar  days.




    	 



    	 



    

(b)               
Titles and headings to Articles and Sections are inserted for convenience of
reference only, and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.


 


ARTICLE II


THE SHARE EXCHANGE


 


Section
2.01Share Exchange.


 


(a)               
Subject to and upon the terms and conditions of this Agreement, on the Closing
Date (as defined hereafter), Earth shall acquire all of the PG Shares from the Owners with all
of such interests acquired
being free from
all Encumbrances together
with all rights
now or hereafter attaching
thereto.


 


(b)              
In exchange for the delivery of the PG Shares, Earth shall deliver to the Owners a
total of 13,800,000 (thirteen million eight hundred thousand) restricted common shares  of
Earth's common stock (the "Exchange Shares"); and


 


(c)             
The Share Exchange shall take place upon the terms and conditions provided  for
in this Agreement
and in accordance
with applicable law.
Ifthe Closing
does not occur
as set forth in Section 2.02 of
this Agreement due to one Party's failure to perform, then the other Party may terminate
the Agreement.


 


Section 2.02. Closing
Location. The Closing of the Share Exchange and the other transactions contemplated
by this Agreement
will occur as
soon as possible
(the "Closing Date"),
at the offices of Plasmagenetix
in Englewood, Ca.


 


Section 2.03. Owner's Closing Documents.
At the Closing, the Owners will tender to  Earth:


 


(a)                 
Original certificates issued in the names of the Owners representing all of the PG
Shares duly endorsed
for transfer by
the Owners and
marked "cancelled for
transfer" or as
otherwise directed by Earth or its counsel, in accordance with the laws of the State of
Nevada;


 


 


Shares;


		(b)	One (1) new certificate issued by PG in the name of Earth representing the
PG



 


(c)                 
A certified copy of the register of shareholders of PG showing Earth as the registered
owner of the PG;


 


(d)               
A certificate executed by each Owner certifying that the conditions in Section
8.0l (a) have been satisfied.


 


Section 2.04. Earth's Closing Documents.
At the Closing, Earth will tender to the  Owners:


 


(a)                
A certified copy(ies) of resolutions of the Board of Directors of Earth in a form
satisfactory to the Owners, acting reasonably, authorizing:




    	 



    	 



    

(i)                
the execution and delivery of this Agreement by Earth; and


 


(ii)              
the issuance of the Exchange Shares to such entities and in such allocations
as set forth on Schedule A attached hereto;


 


(b)                
Share certificates, registered in the name of the Owners representing the Exchange
Shares; and


 


(c)                
A certificate executed by a duly appointed officer of Earth certifying that the
conditions in Section 9.0l(a) have been satisfied.


 


ARTICLE
III REPRESENTATIONS AND WARRANTIES


 


Section 3.01. Each Party
represents and warrants to the other Party that each of the warranties it makes is
accurate in all respects and not misleading as at the date of this  Agreement.


 


Section 3.02. Each Party undertakes
to disclose in writing to the other Party anything which  is or may constitute a breach
of or be inconsistent with any of the warranties immediately upon the same coming to
its notice at the time of and after Completion.


 


Section 3.03. Each Party agrees
that each of the warranties it makes shall be construed as a separate and independent
warranty and (except where expressly provided to the contrary) shall not be limited
or restricted by reference to or inference from the terms of any other warranty or
any other term of this Agreement.


 


Section
3.04. Each Party acknowledges that the restrictions contained in Section 11.01 (Public
Notices) and Section 11.10 (Confidentiality) shall continue to apply after the Completion
under this Agreement without limit in time.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF
EARTH


 


Section 4.01. Organization,
Standing and Authority; Foreign Qualification. Earth is  a corporation
duly organized, validly
existing and in
good standing under
the laws of
the State of
Nevada and has all requisite corporate power and authority to own, lease and operate
its properties and to conduct its business as presently conducted and as proposed to be
conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the
character of its properties or the nature of its business activities require
such qualification.


 


Section 4.02. Corporate Authorization.
The execution, delivery and performance by Earth of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Earth, and this Agreement constitutes a valid and binding
agreement of Earth. The Exchange Shares to be issued in accordance  with




    	 



    	 



    

this Agreement shall be duly authorized
and, upon such issuance, will be validly issued, fully paid and
non-assessable.


 


Section 4.03. Capitalization.
Earth's authorized capital stock, as of January 31, 2014, consists solely of 2,850,000,000
authorized shares of common stock of which approximately 14,000,000 common shares are
issued and outstanding, including the Exchange Shares, and no preferred shares
are issued and outstanding.
All of such issued
and outstanding shares
of Earth's common stock are duly
authorized, validly issued, fully paid and non-assessable. There are no outstanding
options, warrants, agreements or rights to subscribe for or to purchase, or commitments to
issue, shares of Earth's common stock or any other security of Earth or any plan for any of the
foregoing. Earth is not obligated
to register the resale of any of its common stock
on behalf of any shareholder of Earth under the Securities Act.


 


Section 4.04. Subsidiaries.
Earth does not have any subsidiaries. Section 4.05. SEC
Filings.


(a)                
Earth has delivered to the Owners Earth's Annual Report on Form 10-K for the
fiscal year ended
May 31, 2011,
containing Earth's consolidated
balance sheet at
May 31, 2011, and consolidated statements
of income, changes in stockholders' deficiency and cash flows of Earth
for the period from October 23,
2007 (date of inception) to
the fiscal year ended May
31, 2011, along with a copy
of the audit report of Michael T.
Studer CPA P.C., of Freeport, New York,
independent auditors ("Earth's Reports"). To the best of Earth's knowledge and belief,
Earth's Reports as of its dates (i) comply in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the SEC thereunder, (ii) do not contain any untrue statement of a material
fact, and (iii) do not omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading; and


 


(b)              
All documents which Earth is responsible for filing with the SEC or any regulatory
agency in connection with this Agreement will comply as to form in all material respects
with the requirements of applicable law, and all of the information relating to Earth in
any document filed
with the SEC
or any other
regulatory agency in
connection with this
Agreement or the transactions otherwise contemplated hereby shall be true and correct in all material
respects.


 


Section 4.06. Financial Statements.
All consolidated financial statements included in Earth's Reports, including the
related notes, fairly present, in conformity with generally accepted accounting
principles ("GAAP")
applied on a
consistent basis (except
as indicated therein), the
consolidated financial position
of Earth as of the dates thereof and
the consolidated results of operations and changes in shareholders'
equity and cash flows of Earth for
the periods then ended, subject, in the
case of the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial
statements do not contain all of the notes required by GAAP.




    	 



    	 



    

Section
4.07.  Articles of Incorporation
and Bylaws.  Earth
has heretofore delivered
to the Owners
true, correct and
complete copies of
its Articles of
Incorporation, certified by
the Secretary of State of the State of Nevada and Bylaws or comparable instruments, certified by
the corporate secretary thereof.


 


Section 4.08. No Conflict.
The execution, delivery and performance of this Agreement and the completion of
the transactions contemplated herein will not:


 


(a)                
violate any provision of the Articles of Incorporation, Bylaws or other charter or
organizational document of Earth;


 


(b)                
violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise
give any other contracting party the right to terminate, or constitute
(or with notice or lapse
of time or
both constitute) a
default under, any
contract to which Earth is a party
or by or to which either of its assets or properties, may be bound  or subject;


 


(c)                 
violate any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with, or condition
imposed by, any governmental or regulatory body, foreign or domestic, binding upon Earth or
upon the securities, assets or business of Earth;


 


(d)               
violate any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to Earth or to the securities, properties or business of Earth; or


 


(e)                
result in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by Earth.


 


Section 4.09. Litigation.
There is no litigation, suit, proceeding, action or claim at law or in equity,
pending or to
Earth's best knowledge
threatened against or
affecting Earth or
involving any of
Earth's property or assets, before
any court, agency, authority or
arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims,
or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. Earth
is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or
arbitration tribunal.


 


Section 4.10. Compliance
with Laws. To the best knowledge of Earth, it has complied with all laws, municipal
bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies
imposed by any governmental authority applicable to it, its properties or the operation
of its business, except where the failure to comply will not have a material adverse
effect on the business, properties, financial condition or earnings of  Earth.


 


Section 4.11. Operations of Earth. Since the
latest filing date of Earth's Reports, Earth has not:


 


(a)               
amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity,
subdivided or in any way reclassified any shares of




    	 



    	 



    

its capital stock or changed or agreed
to change in any manner the rights of its outstanding capital stock or the character
of its business;


 


(b)              
issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired,
or issued options or rights to subscribe to, or entered into any contract or commitment
to issue, sell
or redeem, repurchase
or otherwise acquire, any
shares of its capital
stock or any
bonds, notes, debentures or other evidence or indebtedness;


 


(c)               
declared or paid any dividends or declared or made any other distributions of any
kind to its shareholders; or


 


(d)              
made any loan or advance to any of its shareholders or to any of its directors,
officers or employees, consultants, agents or other representatives, or made any other loan
or advance, otherwise than in the ordinary course of business.


 


Section 4.12. Material Information.
This Agreement, the Schedules attached hereto and  all other information provided,
in writing, by Earth or representatives thereof to the Owners, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material fact necessary
to make any statement contained herein or therein not misleading. There are no facts or
conditions which have not been disclosed to the Owners in writing which, individually or in
the aggregate, could have a material adverse effect on Earth or a material adverse effect on
the ability of Earth to perform any of its obligations pursuant to this  Agreement.


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF THE OWNERS


 


The Owners represent to Earth as
follows:


 


Section 5.01. Organization,
Standing and Authority; Foreign Qualification. (a) PG is a corporation duly organized,
validly existing and in good standing under the laws of the State of California and
has all requisite corporate power and authority to own, lease and operate its properties
and to conduct its business as presently conducted and as proposed to be conducted
and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction
in which the character
of its properties or
the nature of its
business activities require
such qualification.


 


Section 5.02. Authorization.
The execution, delivery and performance by the Owners of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary corporate
or other action, as the case may be, on the part of each Owner. Each Owner has duly
executed and delivered this Agreement and this Agreement constitutes a valid and binding
agreement of each Owner. The PG Shares to be transferred to Earth in accordance with
this Agreement have been duly authorized and validly issued, fully paid and non-assessable.
Upon transfer of the PG Shares, no Encumbrance shall exist on  either.




    	 



    	 



    

Section 5.03. 
Capitalization.


 


PG' s authorized capital
stock, as of January 31, 2014, consists solely of 1 million shares of common stock,
of which 59,750 common shares are issued and outstanding, and no preferred shares are
issued and outstanding. All of such issued and outstanding shares of PG' s common
stock are duly authorized, validly issued, fully paid and non-assessable. Except as described
on Schedule 4.03, there are no outstanding options, warrants, agreements or rights to subscribe
for or to purchase, or commitments to issue, shares of PG's common stock or any
other security of PG or any plan for any of the foregoing. PG is not obligated to register
the resale of any of its common stock on behalf of any shareholder of Earth under the
Securities Act.


 


Section 5.04. Subsidiaries. PG has no subsidiaries.


 


Section 5.05. Sale
of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares,
the Owners shall be the beneficial and record holder or holders of the Exchange Shares.
Each Owner are acquiring the Exchange Shares as principal for its own respective account
to be held for investment purposes only, not for the benefit of any other person and
not with a view to the resale, distribution or other disposition of all or any of the
Exchange Shares, and each Owner is delivering concurrently with this Agreement, a certificate
in the form attached to this Agreement as Exhibit A.


 


Section 5.06. Restriction
on Exchange Shares. Each Owner hereby consents to Earth making a notation on its
records or giving instructions to any transfer agent of the restricted shares portion
of the Exchange Shares in order to implement the restriction on transfer set forth and described
herein. The Owners have been independently advised as to, and are aware of, the restrictions
with respect to trading in the Exchange Shares pursuant to the applicable securities laws
and further agrees that it is solely responsible for compliance with all such restrictions as set forth
in Exhibit A.


 


Section 5.07. Investment
Risk. The Owners understand that an investment in Earth includes a high degree
of risk, have such knowledge and experience in financial and business matters, investments,
securities and private placements as to be capable of evaluating the merits and risks
of their investment in the Exchange Shares, are in a financial position to hold the Exchange
Shares for an indefinite period of time, and are able to bear the economic risk of, and withstand
a complete loss of such investment in the Exchange Shares.


 


Section
5.08. Cooperation.  If
required by applicable securities laws or order of a securities regulatory authority,
stock exchange or other regulatory authority, the Owners will execute, deliver, file
and otherwise assist Earth in filing such reports, undertakings and other documents
as may be required with respect to the issuance of the Exchange Shares.


 


Section 5.09. Tax
Advice. The Owners are responsible for obtaining such legal, including tax, advice
as it considers necessary or appropriate in connection with the execution, delivery and
performance by it of this Agreement and the transactions contemplated herein.




    	 



    	 



    

Section 5.10. Investment
Representations. All of the acknowledgements, representations, warranties and covenants
set out in Exhibit A hereto are true and correct as of the date hereof and as of the
Closing Date as for each Owner.


 


Section
5.11. No Conflict. The execution, delivery and performance of this Agreement and
the completion of the transactions contemplated herein will not:


 


(a)                
violate any provision of the Articles or Certificate of Incorporation, Bylaws or
other charter or organizational document of PG;


 


(b)                
violate, conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the right to terminate,
or constitute (or with
notice or lapse of
time or both
constitute) a default
under, any contract
to which PG
or any of the
Owners is a party or by or to
which either of their assets
or properties, including the PG Shares, may be bound or subject;


 


(c)                
violate any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with, or condition
imposed by, any governmental or regulatory body, foreign or domestic, binding upon PG or any
of the Owners or upon the securities, assets or business of PG and/or any of the Owners;


 


(d)               
violate any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to PG and/or the Owners or to the securities, properties or business of
PG and/or any of the Owners; or


 


(e)                
result in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by PG and/or any of the Owners.


 


Section 5.12. Articles of Incorporation and
Bylaws.


 


(a)                
The Owners have heretofore delivered to Earth true, correct and complete copies
of each of PG's respective Articles of Organization.


 


(b)                
The minute books of PG accurately reflect all actions taken at all meetings and
consents in lieu
of meetings of
its respective members
or owners, and
all actions taken
at all meetings
and consents in
lieu of meetings of its managing
members from the date of incorporation to the date hereof.


 


Section 5.13. Compliance with
Laws. To the best of the Owners' knowledge, neither PG  nor any of the Owners are
in violation of any applicable order, judgment, injunction, award or decree nor are
they in violation of any federal, state, local or foreign law, ordinance or regulation or any
other requirement of any governmental or regulatory body, court or arbitrator, other than those
violations which, in the aggregate, would not have a material adverse effect on PG or the Owners
and have not received written notice that any violation is being alleged.




    	 



    	 



    

Section 5.14. Material
Information. This Agreement, the Schedules attached hereto and  all other information
provided in writing by the Owners or representatives thereof to Earth, taken as a
whole, do not
contain any untrue statement
of a material
fact or omit
to state a
material fact necessary to make any
statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to Earth in
writing which, individually or in the aggregate, could have a material adverse effect on PG and/or the Owners or a material adverse
effect on the ability of the Owners to perform any of their obligations pursuant to this Agreement.


 


Section 5.15. Actions and
Proceedings. There are no outstanding orders, judgments, injunctions, awards or
decrees of any court, governmental or regulatory body or arbitration tribunal against
or involving PG or the Owners. There are no actions, suits or claims or legal, regulatory,
administrative or arbitration proceedings pending or, to the knowledge of the Owners,
threatened against or involving PG or the X-Fire Shares.


 


Section 5.16. Operations.
Except as contemplated by this Agreement, since their respective date of organization,
PG has not:


 


(a)               
amended its Certificate or Articles of Organization or merged with or into or
consolidated with any other person or entity, subdivided or in any way reclassified any of
its ownership interests or changed or agreed to change in any manner the rights of its
ownership interests or the character of its business;


 


(b)               
issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired,
or issued options or rights to subscribe to, or entered into any contract or commitment
to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds,
notes, debentures or other evidence or indebtedness; or


 


(c)               
made any loan or advance to any manager, officer, director or employee, consultant,
agent or other representative.


 


ARTICLE
VI


COVENANTS AND AGREEMENTS
OF OWNERS


 


Section 6.01. Conduct of
Businesses in the Ordinary Course. From the date of this  Agreement to
the Closing Date,
the Owners shall
cause PG to conduct
its business substantially
in the manner in which it is currently
conducted.


 


Section 6.02. Preservation
of Permits and Services. From the date of this Agreement to the Closing
Date, the Owners
shall cause each of
PG to use
its best efforts
to preserve any
permits and licenses in full force and effect and to keep available the services,
and preserve the goodwill, of its present managers, officers, employees, agents, and
consultants.


 


Section 6.03. Conduct Pending
the Closing Date. From the date of this Agreement to the Closing
Date: (a)
the Owners shall
cause each of
PG to use its
best efforts to
conduct its affairs in such a manner
so that, except as otherwise contemplated or permitted by this Agreement, the




    	 



    	 



    

representations and warranties
contained in Article V shall continue to be true and correct on and as of
the Closing Date
as if made
on and as
of the Closing
Date; and (b)
the Owners shall
promptly notify Earth of any event, condition or circumstance that would constitute a 
violation


or breach of this Agreement by any of the
Owners.


 


Section 6.04. Corporate Examinations
and Investigations. Prior to the Closing Date,  Earth
shall be entitled, through its employees and representatives, to make such reasonable
investigation of the assets, liabilities, properties, business and operations of PG, and
such examination of
the books, records,
tax returns, results
of operations and
financial condition of
each. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and
the Owners and its employees and representatives, including without limitation, their counsel and independent public accountants,
shall cooperate fully with such representatives in connection with such reasonable review and examination.


 


ARTICLE
VII


COVENANTS
AND AGREEMENTS OF EARTH


 


Section
7.01. Conduct of Businesses in the Ordinary Course. From the date of this  Agreement
to the Closing Date, Earth shall conduct its businesses substantially in the manner in which it
is currently conducted.


 


Section 7.02. Preservation
of Permits and Services. From the date of this Agreement to the Closing Date, Earth
shall use its best efforts to preserve any permits and licenses in full force and effect
and to keep available the services of its respective present officers, employees, consultants
and agents and to preserve their goodwill.


 


Section 7.03. Litigation.
From the date of this Agreement to the Closing Date, Earth  shall notify
the Owners of
any actions or
proceedings of the
type described in
Section 4.09 that
are threatened or commenced against Earth or against any officer, director,
employee, properties or assets of Earth and of any requests for information or documentary materials by any governmental or regulatory
body in connection with the transactions contemplated hereby.


 


Section 7.04. Conduct
of Earth Pending the Closing. From the date hereof through the Closing Date:


 


(a)                
Earth shall use its best efforts to conduct its affairs in such a manner so that,
except as otherwise contemplated or permitted by this Agreement, the representations and
warranties contained in Article IV shall continue to be true and correct on and as of the Closing
Date as if made on and as of the Closing Date; and


 


(b)                
Earth shall promptly notify the Owners of any event, condition or circumstance occurring
from the date
hereof through the
Closing Date that
would constitute a
violation or breach of this Agreement
by Earth.


 


Section 7.05. Corporate
Examinations and Investigations. Prior to the Closing Date,  the Owners shall be
entitled, through their employees and representatives, to make any  investigation




    	 



    	 



    

of the assets, liabilities, properties,
business and operations of Earth; and such examination of the books,
records, tax returns,
results of operations
and financial condition
of Earth. Any
such investigation and examination shall be conducted at reasonable times and
under reasonable circumstances and Earth and its employees and representatives shall cooperate
fully with such representatives in connection with such reasonable review and examination.


 


ARTICLE
VIII


CONDITIONS PRECEDENT
TO THE OBLIGATION OF EARTH TO CLOSE


 


The obligations
of Earth to
be performed by
it at the
Closing pursuant to
this Agreement are
subject to the fulfillment on or before the Closing Date, of each of the following conditions,
any one or more of which may be waived by it, to the extent permitted by  law:


 


Section 8.01. Representations
and Covenants. (a) The representations and warranties of the Owners contained in
this Agreement shall be true and correct on and as of the Closing Date with the
same force and
effect as though
made on and as
of the Closing
Date, except that
any of such representations and warranties
that are given as of
a particular date and relate solely to a particular date or period shall be
true as of such date or period;  and


 


(b)The Owners shall have
performed and complied with all covenants  and agreements required by this Agreement
to be performed or complied with by them on or before the Closing Date. The Owners
shall have delivered to Earth a certificate, dated the Closing Date, and signed by
each Owner to the foregoing effect.


 


Section 8.02. Governmental Permits and
Approvals.


 


(a)               
All approvals, authorizations, consents, permits and licenses from governmental
and regulatory bodies required for the transactions contemplated by this Agreement and to
permit the business currently carried on by PG to continue to be carried on substantially in
the same manner immediately following the Closing Date shall have been obtained and shall be
in full force and effect, and Earth shall have been furnished with appropriate evidence,
reasonably satisfactory to them,
of the granting
of such approvals, authorizations,
consents, permits and licenses; and


 


(b)               
There shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions contemplated
by this Agreement.


 


Section 8.03. Third Party
Consents. All consents, permits and approvals from parties to contracts with PG
that may be required in connection with the performance by the Owners hereunder or the
continuance of such contracts in full force and effect after the Closing Date, shall
have been obtained.


 


Section 8.04. Litigation.
No action, suit or proceeding shall have been instituted and be continuing or be threatened
by any person to restrain, modify or prevent the carrying out of  the




    	 



    	 



    

transactions contemplated hereby, or to
seek damages in connection with such transactions, or that has or could have a material
adverse effect on PG or on the PG  Shares.


 


Section
8.05Closing Documents. The Owners shall have executed and delivered the
documents described in Section 2.03 above.


 


ARTICLE
IX


CONDITIONS PRECEDENT
TO THE OBLIGATION OF THE OWNERS TO CLOSE


 


The
obligations of the
Owners to be performed
by them at
the Closing pursuant
to this Agreement
are subject to the
fulfillment, on or before the
Closing Date, of each
the following conditions, any one or more of which may be waived by it, to the
extent permitted by law:


 


Section 9.01. Representations
and Covenants. (a) The representations and warranties  of
Earth contained in this Agreement
shall be true
and correct on
and as of
the Closing Date
with the same force and effect as though made on and as of the Closing Date,
except that any of such representations and warranties that are
given as of
a particular date and relate solely
to a particular date or period shall be true as of such date or period; and


 


(b)Earth shall have performed
and complied with all covenants and  agreements required by this Agreement to be performed
or complied with by it on or before the Closing Date. Earth shall have delivered to
the Owners a certificate dated the Closing Date, and signed by an authorized signatory
of Earth to the foregoing effect.


 


Section 9.02. Governmental
Permits and Approvals.  (a)All approvals,
authorizations, consents, permits and licenses from governmental and regulatory bodies required for
the transactions contemplated by this Agreement and to permit the business currently carried on
by Earth to continue to be carried on substantially in the same manner immediately following
the Closing Date shall have been obtained and shall be in full force and effect, and the Owners
shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the
granting of such approvals, authorizations, consents, permits and licenses;  and


 


(b)               
There shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions contemplated
by this Agreement.


 


Section
9.03. Litigation. No action, suit or proceeding shall have been instituted and
be continuing or be threatened by any person to restrain, modify or prevent the carrying out of
the transactions contemplated hereby, or to seek damages in connection with such transactions,
or that has or could have a material adverse effect on Earth.


 


Section 9.04. Closing
Documents. Earth shall have executed and delivered the documents described in Section
2.04 above.




    	 



    	 



    

 


 


Section 10.01. Termination.


ARTICLE X


TERMINATION


 


 


(a)                
Notwithstanding anything to the contrary in this Agreement, this Agreement may
be terminated and the Share Exchange and the other transactions contemplated by this
Agreement shall be abandoned at any time prior to the Closing:


 


(i)                 
by mutual written consent of the Owners and Earth;


 


(ii)               
by either the Owners or Earth in the event that a temporary restraining order,
preliminary or permanent injunction or other judicial order preventing the consummation
of the Share Exchange or any of the other transactions contemplated hereby shall have become
final and non-appealable; provided, that, the party seeking to terminate this Agreement
pursuant to this clause
(ii) shall have used
all commercially reasonable
efforts to have
such order, injunction or other order vacated;


 


(iii)             
by Earth if Earth is not then in material breach of this Agreement
and if there shall have been any breach by the Owners (which has not been waived) of
one or more of its representations or warranties, covenants or agreements set forth
in this Agreement, which breach or breaches (A) would give rise to the failure of a
condition set forth in Article VIII, and


(B) shall not have been
cured within thirty (30) days following receipt by the Owners of written notice of such
breach, or such longer period in the event that such breach cannot reasonably be expected
to be cured within
such 30-day period and
the Owners are
diligently pursuing such
cure;


 


(v)by the Owners if the
Owners are not then in material breach of  this Agreement and if there shall have been
any breach by Earth (which has not been waived) of one or more of its representations
or warranties, covenants or agreements set forth in this Agreement, which
breach or breaches
(A) would give
rise to the
failure of a
condition set forth in Article
IX, and (B) shall not have been cured within thirty (30) days following receipt by Earth of written notice of such breach;
or


 


(b)                
If the event of
termination by the
Owners or Earth
pursuant to this
Section l 0.01, written notice thereof
shall forthwith be given to the other Party and the  transactions contemplated
by this Agreement shall
be terminated, without further action by
any Party. If the transactions contemplated by this Agreement are terminated
as provided herein, the Owners shall immediately cause each of nominees appointed to the Board of Directors of Earth and/or appointed
as officers of Earth to resign from all such positions.


 


Section
10.02. Effect
of Termination. If
this Agreement
is terminated and
the transactions contemplated hereby
are abandoned as described in Section 10.01, this Agreement shall become null
and void and
of no further
force and effect, except for the provisions of (i)
Section 10.01 and this Section 10.02; (ii) Section 11.15 relating to certain expenses; and (iii) Section 11.01 relating
to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party
of the terms, conditions, covenants and other provisions of this




    	 



    	 



    

Agreement or to
impair the right of any Party to compel specific performance by any other Party of its
obligations under this Agreement.


 


ARTICLE
XI MISCELLANEOUS


 


Section 11.01. Public
Notices. The Parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly planned
and coordinated and no Party shall act unilaterally in this regard without the prior approval of
the others, such approval not to be unreasonably withheld.


 


Section 11.02.Time
shall be of the essence hereof.


 


Section
11.03.Any notice or other writing required or permitted to be given hereunder
or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom
it is given or, if mailed, by prepaid registered mail addressed to such Party at:


 


if to the Owners,
at:


 


PlasmaGenix,
Inc. 455 N. Prairie Ave. Inglewood, CA
90301


 


if to Earth,
at:


 


c/o W. Scott Lawler
Attorney at Law 1255 W. Rio Salado Parkway, Ste.
215 Tempe, AZ 85281


ph: 480.830.2700


fx: 480.830.2717


 


or at such other address
as the Party to whom such writing is to be given shall have last notified to the Party
giving the same in the manner provided in this article. Any notice mailed shall be deemed
to have been given and received on the fifth Business Day next following the date of its
mailing unless at
the time of
mailing or within
five (5) Business
Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and
usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered
or faxed to the Party to whom it is addressed shall be deemed to
have been given and received on the Business Day next following the day it was delivered or
faxed.


 


Section 11.04. Governing
Law; Venue; Submission to Jurisdiction. This Agreement shall be governed by and construed
and enforced in accordance with, the internal laws of the State of Nevada without regard
to the conflict of laws principles thereof as the same apply to agreements executed
solely by residents of the State of Nevada and wholly to be performed within the State
of Nevada. Each of the Parties submits to the jurisdiction of any state or federal court sitting
in




    	 



    	 



    

the State of Nevada
in any action or proceeding arising out of or relating to this Agreement, agrees that
all claims in respect of the action or proceeding may be heard and determined in any
such court, and agrees not to bring any action or proceeding arising out of or relating to
this Agreement in any other court. Each of the Parties waives any defense or inconvenient forum
to the maintenance of any action or proceeding so brought and waives any bond, surety, or
other security that might be required of any other Party with respect thereto.


 


Section
11.05. Severability. If a
court of competent
jurisdiction determines that
any one or more
of the provisions contained in this Agreement is
invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of
such provision or provisions shall not in
any way be affected or impaired thereby
in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be
affected or impaired thereby,
unless in either case as a result of such determination
this Agreement would fail in its essential purpose.


 


Section
11.06. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements and understandings, oral or written, by and between
any of the Parties with respect to the subject matter hereof.


 


Section 11.07. Further
Assurances. The Parties shall with reasonable diligence, do all such things and
provide all such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party shall provide such further documents
or instruments required by the other Party as may be reasonably necessary or desirable
to give effect to the purpose of this Agreement and carry out its provisions whether
before or after the Closing Date.


 


Section 11.08. Assignment,
Successors and Assigns. Neither Party may assign (directly, or indirectly by way
of merger, amalgamation, stock sale or any similar procedure) any of its rights or obligations
hereunder.


 


Section 11.09. Waiver.
Except as provided in this Article, no action taken or inaction pursuant to this
Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions
or covenants contained in this Agreement and will not operate or be construed as a
waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any
right under this Agreement shall be binding unless executed in writing by the Party to be bound
thereby.


 


Section 11.10. Counterparts.
This Agreement may be executed in as many counterparts as may be necessary or by
facsimile and each such counterpart agreement or facsimile so executed shall be deemed
to be an original and such counterparts and facsimile copies together shall constitute
one and the same instrument and shall be valid and enforceable.