Unassociated Document


    

      Exhibit
10.01

       

      SHARE
EXCHANGE AGREEMENT

       

      BY
AND AMONG

       

      BEYOND
COMMERCE, INC.,

       

      ADJUICE
INC.,

       

      AND

       

      THE
SHAREHOLDERS OF ADJUICE INC.

       

      Dated:  May
19, 2010



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SHARE
EXCHANGE AGREEMENT

       

      THIS
SHARE EXCHANGE AGREEMENT, dated as of May 19, 2010 (this “Agreement”), by and
among BEYOND COMMERCE, INC., a corporation incorporated in the State of Nevada,
(“BYOC”), on
the one hand; and ADJUICE INC. (“ADJUICE”), a
corporation incorporated in the State of Delaware and formerly known as Snap
Customers, Inc., and Sunlight Ventures LLC, Venture Lending & Leasing IV,
LLC, Venture Lending & Leasing V, LLC, Echo Capital Growth Corp., Daniel
Williams, and Harvard Developments, Ltd.  (each, “ADJUICE Shareholder”
and collectively, the “ADJUICE
Shareholders”), on the other hand.  Each of ADJUICE, the
ADJUICE Entities and the ADJUICE Shareholders is sometimes individually referred
to herein as a “ADJUICE Party,” and
collectively as the “ADJUICE
Parties.”  Each of BYOC and the BYOC Entities is sometimes
individually referred to as a “BYOC Party” and
collectively as the “BYOC
Parties”.  Each of the Parties to this Agreement is
individually referred to herein as a “Party” and
collectively as the “Parties.”  Capitalized
terms used herein that are not otherwise defined herein shall have the meanings
ascribed to them in Exhibit A
hereto.

       

      RECITALS

       

      A.           The
ADJUICE Shareholders are the owners of and have good and valid title to all of
the issued and outstanding capital stock of ADJUICE (the “ADJUICE Shares”),
free and clear of any Liens.

       

      B.           The
Board of Directors of BYOC believes it is advisable and in the best interests of
BYOC and its stockholders that BYOC acquire the ADJUICE Shares from the ADJUICE
Shareholders (the “Share Exchange”)
pursuant to the terms of this Agreement.

       

      AGREEMENT

       

      NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:

       

      ARTICLE
I

       

      Share
Exchange; Closing

       

      Section
1.1            Exchange of
Shares.  Upon the terms and subject to the conditions of this
Agreement, and in reliance on the representations and warranties set forth
herein, at the Closing, the ADJUICE Shareholders agree to convey, assign,
transfer and deliver to BYOC, and BYOC agrees to acquire from the ADJUICE
Shareholders, all of the ADJUICE Shareholders’ right, title and interest in the
ADJUICE Shares owned of record or beneficially by the ADJUICE Shareholders, free
and clear of any Liens.  Schedule 1.1 hereto
sets forth the number and type of ADJUICE Shares that each ADJUICE Shareholder
will convey, assign, transfer and deliver to BYOC hereunder subject to the terms
of this Agreement.  In exchange for the ADJUICE Shares, at the
Closing, BYOC shall sell, issue and deliver to the ADJUICE Shareholders free and
clear of all Liens, subject to the terms and conditions of this Agreement, (i)
an aggregate of 5,100,000 shares of BYOC Common Stock (the “Transaction Shares”),
and (ii) an aggregate of 4,450,000 shares of BYOC Common Stock (the “Earn-Out
Shares”).  The number of Transaction Shares and Earn-Out Shares
each ADJUICE Shareholder shall be entitled to receive in exchange for such
ADJUICE Shareholder’s ADJUICE Shares is set forth opposite such shareholder’s
name on Schedule
1.1.

       

      
        
           


        

        
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      Section
1.2            Earn-Out
Shares.  As promptly as possible after May 31, 2011 (the “Target Date”), BYOC
shall issue and deliver to the ADJUICE Shareholders, free and clear of all
Liens, the Earn-Out Shares if the cumulative Gross Revenues of ADJUICE during
the twelve month period commencing on June 1, 2010 and ending on the Target Date
is at least $1,000,000 (the “Target”).   In
the event that the Target is not achieved by the Target Date, BYOC’s obligations
to issue the Earn-Out Shares shall be null and void and shall be terminated on
the Target Date.  Until the Target Date, BYOC shall maintain the
separate existence of ADJUICE and shall maintain separate financial records in a
form sufficient to report ADJUICE’s Gross Revenues.

       

      Section
1.3            Exchange of
Options.  As soon as practicable after the Closing Date, any
options entitling the holder to purchase shares of ADJUICE Shares as at the
Closing Date shall be exchanged for options to purchase 100,000 shares of BYOC
Common Stock, with an exercise price equal to $0.10 per share.

       

      Section
1.4            Closing.  The
Closing (the “Closing”) of the
Share Exchange and the other transactions contemplated hereby (the “Transactions”), shall
take place at the offices of TroyGould PC, 1801 Century Park East, 16th Floor,
Los Angeles, California 90067 commencing at 9:00 a.m. local time on the business
day following the satisfaction or waiver of all conditions and obligations of
the Parties to consummate the Transactions contemplated hereby or on such other
date and at such other time as the Parties may mutually determine (the “Closing Date”).

       

      Section
1.5            Deliveries of the
Parties.  At the Closing, (i) the ADJUICE Parties
(directly and/or through their nominees) shall deliver to the BYOC Parties all
stock certificates representing the ADJUICE Shares duly endorsed (or with
executed stock powers) so as to make BYOC the sole owner thereof, together with
the various certificates, instruments, agreements and documents referred to in
Section 8.2 below, and (ii) the BYOC Parties shall deliver to the
ADJUICE Parties, as applicable, stock certificates representing the Transaction
Shares, in the denominations listed on Schedule 1.1, and the
various other certificates, instruments, agreements and documents referred to in
Section 8.1 below.

       

      Section
1.6            Further
Assurances.  Subject to the terms and conditions of this
Agreement, at any time or from time to time after the Closing, each of the
Parties shall execute and deliver such other documents and instruments, provide
such materials and information and take such other actions as may be
commercially reasonable, to the extent permitted by law, to fulfill its
obligations under this Agreement and to effectuate and consummate the
Transactions.

       

      Section
1.7            Tax
Treatment.  The Parties intend the Share Exchange to be treated
as a tax-free reorganization under Section 368(a) of the Internal Revenue Code
of 1986, as amended.  Notwithstanding the foregoing, the Parties agree
and acknowledge that none of the BYOC Parties has made any representation,
warranty or covenant regarding the status of the Share Exchange as a tax-free
reorganization.

       

      
        
           


        

        
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      ARTICLE
II

       

      Representations
and Warranties of ADJUICE Parties

       

      Subject
to the exceptions set forth in the Disclosure Schedule of the ADJUICE Parties
(the “ADJUICE
Disclosure Schedule”), each of the ADJUICE Parties jointly and severally
represents and warrants to the BYOC Parties as of the date hereof and as of the
Closing as follows:

       

      Section
2.1            ADJUICE
Shares.

       

      (a)           Good
Title.  The ADJUICE Shareholders are the registered and
beneficial owners of the ADJUICE Shares and have good and marketable title to
the ADJUICE Shares, with the right and authority to sell and deliver such
ADJUICE Shares.  Such shares constitute all of the capital stock of
ADJUICE.  Upon delivery of the stock certificates duly assigned and
delivered under this Agreement, BYOC will receive good title to all of the
ADJUICE Shares, free and clear of all Liens.

       

      (b)           Capital
Structure.  The authorized capital stock of ADJUICE consists of
ten million (10,000,000) shares of Common Stock, $0.001 par value, of which
9,900,000 shares are issued and outstanding.  All outstanding shares
of the capital stock of the ADJUICE are duly authorized, validly issued, fully
paid and nonassessable and are not subject to or issued in violation of any
purchase option, call option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of the ADJUICE
Constituent Instruments or any Contract to which any of the ADJUICE Parties is a
party or otherwise bound.  There are no bonds, debentures, notes or
other indebtedness having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
holders of the shares of capital stock of ADJUICE may vote.  Options
to purchase a total of 100,000 shares of ADJUICE Common Stock are outstanding
under the ADJUICE 2009 Stock Option Plan.  Other than the foregoing
options, there are no options, warrants, rights, convertible or
exchangeable securities, “phantom” stock rights, stock appreciation rights,
stock-based performance units, commitments, Contracts, arrangements or
undertakings of any kind to which any of the ADJUICE Entities is a party or is
bound (A) obligating any of the ADJUICE Entities to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of capital stock or
other equity interests in, or any security convertible or exercisable for or
exchangeable into any capital stock of or other equity interest in, any of the
ADJUICE Entities, or (B) obligating any of the ADJUICE Entities to issue,
grant, extend or enter into any such option, warrant, call, right, security,
commitment, Contract, arrangement or undertaking.

       

      Section
2.2            Organization and
Standing.  Each of the ADJUICE Entities is duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of organization or formation.  Each of the ADJUICE
Entities is duly qualified to do business in each of the jurisdictions in which
the property owned, leased or operated by it or the nature of the business which
it conducts requires qualification, except where the failure to so qualify would
not reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.  Each of the ADJUICE Entities has all
requisite power and authority to own, lease and operate its assets and
properties and to carry on its business as now being conducted.

       

      
        
           


        

        
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      Section
2.3            Authority; Execution and
Delivery; Enforceability.  Each of the ADJUICE Parties, if an
entity, has all requisite or other power and authority to execute and deliver
this Agreement and the other documents to which it is a party and to consummate
the Transactions contemplated hereby and thereby.  The execution and
delivery by the ADJUICE Parties of this Agreement and the consummation by them
of the Transactions have been duly authorized and approved by the boards of
directors or other governing body of each of the ADJUICE Parties (if an entity),
such authorization and approval remains in effect and has not been rescinded or
qualified in any way, and no other proceedings on the part of any such entities
are necessary to authorize this Agreement and the Transactions.  Each
of this Agreement and the other documents to which any ADJUICE Party is a party
has been duly executed and delivered by such party and constitutes the valid,
binding, and enforceable obligation of each of them, enforceable in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect affecting the
rights and remedies of creditors and by general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in
equity).

       

      Section
2.4            Subsidiaries.  Section 2.4
of the ADJUICE Disclosure Schedule lists, as of the date hereof, all
Subsidiaries and affiliated entities of ADJUICE and indicates as to each the
type of entity, its jurisdiction of organization and its shareholders or other
equity holders.  Except as set forth in Section 2.4 of the
ADJUICE Disclosure Schedule, ADJUICE does not directly or indirectly own any
other equity or similar interest in or any interest convertible or exchangeable
or exercisable for, any equity or similar interest in, any corporation,
partnership, joint venture or other business association or
entity.  Except as set forth in Section 2.4 of the ADJUICE
Disclosure Schedule, ADJUICE is the direct or indirect owner of all outstanding
shares of capital stock of its Subsidiaries, and all such shares are duly
authorized, validly issued, fully paid and nonassessable and are owned by
ADJUICE free and clear of all Liens.  Except as set forth in
Section 2.4 of the ADJUICE Disclosure Schedule, there are no outstanding
subscriptions, options, warrants, puts, calls, rights, exchangeable or
convertible securities or other commitments or agreements of any character
relating to the issued or unissued capital stock or other securities of any
Subsidiaries ADJUICE or otherwise obligating any Subsidiaries of ADJUICE to
issue, transfer, sell, purchase, redeem or otherwise acquire any such
securities.

       

      Section
2.5            No
Conflicts.  The execution and delivery of this Agreement or any
of the other documents contemplated hereby by each of the ADJUICE Parties and
the consummation of the Transactions and compliance with the terms hereof and
thereof will not, (a) conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under, or result in the creation of any Lien upon any
of the assets and properties of any ADJUICE Entity under any provision
of:  (i) any ADJUICE Constituent Instrument; (ii) any
ADJUICE Material Contract (as defined in Section 2.18 herein) to which any
ADJUICE Entity is a party or to or by which it (or any of its assets and
properties) is subject or bound; or (iii) conflict with any Material Permit
of a ADJUICE Entity; (b) violate any material Judgment applicable to any
ADJUICE Entity, or its properties or assets, (c) terminate or modify, or
give any third party the right to terminate or modify, the provisions or terms
of any Contract to which any ADJUICE Entity is a party; or (d) cause any of
the assets owned by any ADJUICE Entity to be reassessed or revalued by any
Governmental Authority.

       

      
        
           


        

        
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      Section
2.6            Consents and
Approvals.  No consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with any Governmental
Authority (“Consent”) is required
to be obtained or made by or with respect to any ADJUICE Party, in connection
with the execution, delivery and performance of this Agreement or the
consummation of the Transactions, except for (a) such Consents as may be
required under applicable state securities laws and the securities laws of any
foreign country; and (b) such other Consents which, if not obtained or
made, would not have a Material Adverse Effect on the ADJUICE Entities and would
not prevent or materially alter or delay any of the Transactions.

       

      Section
2.7            Financial
Statements.

       

      ADJUICE
has furnished to BYOC its (i) unaudited balance sheets for the fiscal year ended
December 31, 2009, and the related
statements of income of ADJUICE for the period then ended; and (ii) unaudited
balance sheets for the four months ended April 30, 2010, and the related consolidated
statements of income of ADJUICE for the period then ended ((i)-(ii),
collectively, the “ADJUICE Financial
Statements”).  The ADJUICE Financial Statements fairly present
in all material respects the financial condition and operating results of
ADJUICE, as of the dates, and for the periods, indicated therein.

       

      Section
2.8            Absence of Certain Changes
or Events.  Except set forth below in this Section 2.8, from
April 30, 2010 to the date of this Agreement, there has not been:

       

      (a)          any
event, situation or effect (whether or not covered by insurance) that has
resulted in, or to the ADJUICE Entities’ Knowledge, is reasonably likely to
result in, a Material Adverse Effect on the ADJUICE Entities;

       

      (b)          any
damage, destruction or loss to, or any material interruption in the use of, any
of the assets of any of the ADJUICE Entities (whether or not covered by
insurance) that has had or could reasonably be expected to have a Material
Adverse Effect on the ADJUICE Entities;

       

      (c)          any
material change to a Material Contract by which any of the ADJUICE Entities or
any of its respective assets is bound or subject, other than the cancellation of
the WTI Loan Documents;

       

      (d)          any
mortgage, pledge, transfer of a security interest in, or Lien, created by any of
the ADJUICE Entities, with respect to any of its material properties or
assets;

       

      (e)          any
loans or guarantees made by any of the ADJUICE Entities to or for the benefit of
its officers or directors, or any members of their immediate families, or any
material loans or guarantees made by the ADJUICE Entities to or for the benefit
of any of its employees or any members of their immediate families, in each
case, other than travel advances and other advances made in the ordinary course
of its business;

       

      (f)           any
sale, issuance or grant, or authorization of the issuance of equity securities
of any ADJUICE Entities, except in connection with the cancellation and
extinguishment of the WTI Loan;

       

      
        
           


        

        
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      (g)          any
amendment to any ADJUICE Constituent Instruments, any merger, consolidation,
share exchange, business combination, recapitalization, reclassification of
shares, stock split, reverse stock split or similar transaction involving any
ADJUICE Entities;

       

      (h)          any
material Tax election by any ADJUICE Entities;

       

      (i)           any
commencement or settlement of any material Actions (as defined below) by any of
the ADJUICE Entities; or

       

      (j)           any
negotiations, arrangement or commitment by any of the ADJUICE Entities to take
any of the actions described in this Section 2.8.

       

      Section
2.9            No Undisclosed
Liabilities.  The ADJUICE Entities have no material obligations
or liabilities of any nature (matured or unmatured, fixed or contingent,
including any obligations to issue capital stock or other securities of ADJUICE
Entities) after April 30, 2010, other than (a) those set forth or
adequately provided for in the most recent Balance Sheet included in the ADJUICE
Financial Statements (the “ADJUICE Balance
Sheet”), (b) those not required to be set forth in the ADJUICE
Balance Sheet under U.S. GAAP, and (c) those incurred since the date of the
ADJUICE Balance Sheet in the ordinary course of business and not reasonably
likely to result in a Material Adverse Effect on ADJUICE Entities.

       

      Section
2.10          Litigation.  As
of the date of this Agreement, there is no private or governmental action, suit,
inquiry, notice of violation, claim, arbitration, audit, proceeding (including
any partial proceeding such as a deposition) or investigation (“Action”) pending or
threatened in writing against any of the ADJUICE Entities, any of their
respective executive officers or directors (in their capacities as such) or any
of their respective properties before or by any Governmental Authority which
(a) adversely affects or challenges the legality, validity or
enforceability of this Agreement or (b) could, if there were an unfavorable
decision, individually or in the aggregate, have or would reasonably be expected
to result in a Material Adverse Effect on the ADJUICE Entities.  As of
the date of this Agreement, there is no Judgment imposed upon any of the ADJUICE
Entities or any of their respective properties, that would prevent, enjoin,
alter or materially delay any of the Transactions contemplated by this
Agreement, or that would reasonably be expected to have a Material Adverse
Effect on the ADJUICE Entities.  Neither the ADJUICE Entities, nor any
director or executive officer thereof (in his or her capacity as such), is or
has been the subject of any Action involving a material claim or material
violation of or material liability under the securities laws of any Governmental
Authority or a material claim of breach of fiduciary duty.

       

      Section
2.11          Licenses, Permits,
Etc.  Each of the ADJUICE Entities possesses or will possess
prior to the Closing all Material Permits.  As of the date of this
Agreement, all such Material Permits are in full force and effect.

       

      Section
2.12          Title to
Properties.

       

      (a)           Real
Property.  No ADJUICE Entity owns any real
property.  None of the leases of real property entered into by the
ADJUICE Entities (the “ADJUICE Real Estate
Leases”) is in default, and, as of the date of this Agreement, the Chief
Executive Officer of ADJUICE is not aware of any default by any of the lessors
thereunder, except any such default that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect
on the ADJUICE Entities.

       

      
        
           


        

        
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      (b)           Tangible Personal
Property.  Except as would not reasonably be expected to have a
Material Adverse Effect on the ADJUICE Entities, the ADJUICE Entities are in
possession of and have good title to, or have valid leasehold interests in or
valid contractual rights to use all tangible personal property as reflected in
the ADJUICE Financial Statements, and tangible personal property acquired (and
not otherwise disposed of in the ordinary course of business with a value not
exceeding $1,000) since April 30, 2010 (collectively, the
“ADJUICE Tangible
Personal Property”).  All ADJUICE Tangible Personal Property is
free and clear of all Liens, and is in good order and condition, ordinary wear
and tear excepted, and its use complies in all material respects with all
applicable Laws.

       

      (c)           Accounts
Receivable.  The accounts receivable of the ADJUICE Entities
reflected in the ADJUICE Balance Sheet included in the ADJUICE Financial
Statements have been presented in accordance with U.S. GAAP applied in a manner
consistent with the accounting principles applied in the preparation of the
ADJUICE Financial Statements.

       

      Section
2.13          Intellectual
Property.  Section 2.13 of the ADJUICE Disclosure Schedule
sets forth a description of any patents, trademarks, domain names, copyrights,
and any applications therefor which are material to the conduct of the business
of the ADJUICE Entities taken as a whole.  The ADJUICE Entities own,
or are validly licensed or otherwise have the right to use, all patents
trademarks, domain names and copyrights listed on Section 2.13 of the
ADJUICE Disclosure Schedules and all trade names, service marks, computer
software and trade secrets material to the conduct of their business (taken as a
whole) as currently conducted (“ADJUICE Intellectual
Property Rights”), except for failures to own, license or have rights to
such ADJUICE Intellectual Property Rights as would not reasonably be expected to
have a Material Adverse Effect on the ADJUICE Entities.  Except as set
forth in Section 2.13 of the ADJUICE Disclosure Schedule and except as
would not, individually or in the aggregate, have or reasonably be expected to
have a Material Adverse Effect on the ADJUICE Entities, (i) no claims are
pending or, to the Knowledge of ADJUICE Entities, threatened that any of the
ADJUICE Entities is infringing or otherwise adversely affecting the rights of
any Person with regard to any ADJUICE Intellectual Property Right; and
(ii) to the Knowledge of ADJUICE Entities, no Person is infringing the
rights of ADJUICE Entities with respect to any ADJUICE Intellectual Property
Right.

       

      Section
2.14          Taxes.

       

      (a)           The
ADJUICE Entities have timely filed, or have caused to be timely filed on their
behalf, all Tax Returns that are or were required to be filed by or with respect
to any of them, either separately or as a member of group of corporations,
pursuant to applicable Legal Requirements.  All Tax Returns filed by
(or that include on a consolidated basis) any of the ADJUICE Entities were (and,
as to a Tax Return not filed as of the date hereof, will be) in all respects
true, complete and accurate, except to the extent any failure to file or any
inaccuracies in any filed Tax returns, individually or in the aggregate, have
not and would not reasonably be expected to have a Material Adverse Effect on
the ADJUICE Entities.  There are no unpaid Taxes claimed to be due by
any Governmental Authority in charge of taxation of any jurisdiction, nor any
claim for additional Taxes for any period for which Tax Returns have been filed,
except to the extent any failure to file or any inaccuracies in any filed Tax
returns, individually or in the aggregate, have not and would not reasonably be
expected to have a Material Adverse Effect on the ADJUICE Entities.

       


      
        
           


        

        
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      (b)           None
of the ADJUICE Entities has received any notice that any Governmental Authority
will audit or examine (except for any general audits or examinations routinely
performed by such Governmental Authorities), seek information with respect to,
or make material claims or assessments with respect to any Taxes for any
period.

       

      (c)           The
ADJUICE Financial Statements reflect an adequate reserve for all Taxes payable
by ADJUICE Entities (in addition to any reserve for deferred Taxes to reflect
timing differences between book and Tax items) for all taxable periods and
portions thereof through the date of such financial statements.  None
of the ADJUICE Entities is either a party to or bound by any Tax indemnity, Tax
sharing or similar agreement and the ADJUICE Entities currently have no material
liability and will not have any material liabilities for any Taxes of any other
Person under any agreement or by the operation of any Law.  No
deficiency with respect to any Taxes has been proposed, asserted or assessed
against any of the ADJUICE Entities, and no requests for waivers of the time to
assess any such Taxes are pending, except to the extent any such deficiency or
request for waiver, individually or in the aggregate, has not had and would not
reasonably be expected to have a Material Adverse Effect on the ADJUICE
Entities.

       

      (d)           None
of the ADJUICE Entities has requested any extension of time within which to file
any Tax Return, which Tax Return has not since been filed.  None of
the ADJUICE Entities has executed any outstanding waivers or comparable consents
regarding the application of the statute of limitations with respect to any
Taxes or Tax Returns.  No power of attorney currently in force has
been granted by any of the ADJUICE Entities concerning any Taxes or Tax
Return.

       

      Section
2.15          Employment
Matters.

       

      (a)           Benefit
Plan.  Other than the 2009 Stock Option Plan of ADJUICE, none
of the ADJUICE Entities has or maintains any material bonus, pension, profit
sharing, deferred compensation, incentive compensation, stock ownership, stock
purchase, stock option, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other plan, arrangement
or understanding (whether or not legally binding) providing material benefits to
any current or former employee, officer or director of any of the ADJUICE
Entities (collectively, “ADJUICE Benefit
Plans”).  As of the date of this Agreement, there are no
severance or termination agreements or arrangements currently in effect between
any of the ADJUICE Entities and any of its current or former employees, officers
or directors, nor do any of the ADJUICE Entities have any general severance plan
or policy currently in effect for any of its employees, officers or
directors.

       

      (b)           Labor
Matters.  There are no collective bargaining or other labor
union agreements to which any of the ADJUICE Entities is a Party or by which it
is bound. No complaint, charge or Actions by or before any Governmental
Authority brought by or on behalf of any employee, prospective employee, former
employee, retiree, labor organization or other representative of its employees
is pending or, to the ADJUICE Entities’ Knowledge, threatened against any of the
ADJUICE Entities.

       

      
        
           


        

        
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      Section
2.16          Transactions With Affiliates
and Employees.  Other than the WTI Loans, none of the executive
officers or directors of ADJUICE Entities and none of the ADJUICE Shareholders
is presently a party, directly or indirectly, to any transaction with any of the
ADJUICE Entities that is required to be disclosed under Rule 404(a) of
Regulation S-K (other than for services as employees, officers and
directors), including any Contract providing for the furnishing of services to
or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any executive officer, director or, to
the Knowledge of ADJUICE Entities, any entity in which any executive officer or
director has a substantial interest or is an officer, director, trustee or
partner.

       

      Section
2.17          Insurance. The
ADJUICE Entities are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary
in the businesses in which ADJUICE Entities are engaged and in the geographic
areas where any of which engages in such businesses, except as would not
reasonably be expected to have a Material Adverse Effect on the ADJUICE
Entities.  All insurance policies of ADJUICE are in full force and
effect, all premiums due thereon have been paid or provided for, and ADJUICE has
complied with the material provisions of its insurance policies.

       

      Section
2.18          Material
Contracts.

       

      (a)           ADJUICE
has made available to BYOC, prior to the date of this Agreement, true, correct
and complete copies of each of the following written Contracts, as amended and
supplemented to which any of the ADJUICE Entities is a
party:  (i) agreements that would be considered a material
contract pursuant to Item 601(b)(10) of Regulation S-K; (ii) loan
agreements or indentures relating to any indebtedness of the ADJUICE Parties;
and (iii) agreements pursuant to which any of the ADJUICE Entities receives or
pays amounts in excess of $10,000 (each, a “ADJUICE Material
Contract”).  A list of each such ADJUICE Material Contract is
set forth on Section 2.18 of the ADJUICE Disclosure Schedule.  As
of the date of this Agreement, none of the ADJUICE Entities is in violation of
or in default under (nor does there exist any condition which upon the passage
of time or the giving of notice would cause such a violation of or default
under) any Contract to which it is a party or by which it or any of its
properties or assets is bound, except for violations or defaults that would not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect on the ADJUICE Entities; and, to the Knowledge of the ADJUICE
Entities, as of the date of this Agreement, no other Person has violated or
breached, or committed any default under, any Material Contract, except for
violations, breaches and defaults that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect
on the ADJUICE Entities.

       

      
        
           


        

        
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      (b)           Each
ADJUICE Material Contract is a legal, valid and binding agreement, and is in
full force and effect, and (i) none of the ADJUICE Entities is in breach or
default of any ADJUICE Material Contract to which it is a party in any material
respect; (ii) no event has occurred or circumstance has existed that (with
or without notice or lapse of time), will or would reasonably be expected to,
(A) contravene, conflict with or result in a violation or breach of, or
become a default or event of default under, any provision of any ADJUICE
Material Contract; (B) permit ADJUICE Entities or any other Person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate or modify any ADJUICE
Material Contract; or (iii) none of the ADJUICE Entities has received
notice of the pending or threatened cancellation, revocation or termination of
any ADJUICE Material Contract to which it is a party.

       

      Section
2.19          Compliance with Applicable
Laws.  The ADJUICE Entities are in compliance with all
applicable Laws, including those relating to occupational health and safety and
the environment to which they are subject, except for instances of noncompliance
that, individually and in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect on the ADJUICE
Entities.

       

      Section
2.20          Foreign Corrupt
Practices.  Neither the ADJUICE Entities, nor ADJUICE
Shareholders, nor to the Knowledge of the ADJUICE Entities, any of their
respective Representatives, has, in the course of its actions for, or on behalf
of, the ADJUICE Entities, directly or indirectly, (a) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (b) made any direct or indirect
unlawful payment to any Governmental Authority or any foreign or domestic
government official or employee from corporate funds; (c) violated or is in
violation of any provision of the U.S.  Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the “FCPA”); or
(d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment in connection with the operations of ADJUICE Entities to
any foreign or domestic government official or employee, except, in the case of
clauses (a) and (b) above, any such items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect on the ADJUICE Entities.

       

      Section
2.21          Money Laundering
Laws.  None of the ADJUICE Entities has violated any money
laundering statute or any rules and regulations relating to money laundering
statutes (collectively, the “Money Laundering
Laws”) and no proceeding involving any ADJUICE Entities with respect to
the Money Laundering Laws is pending or, to the Knowledge of the ADJUICE
Entities, is threatened.

       

      Section
2.22          Brokers; Schedule of Fees
and Expenses.  No broker, investment banker, financial advisor
or other Person is entitled to any broker’s, finder’s, financial advisor’s or
other similar fee or commission in connection with this Agreement or the
Transactions based upon arrangements made by or on behalf of ADJUICE
Entities.

       

      Section
2.23          OFAC.  None
of the ADJUICE Entities, any director or officer of the ADJUICE Entities, or, to
the Knowledge of the ADJUICE Entities, any agent, employee, affiliate or Person
acting on behalf of the ADJUICE Entities is currently identified on the
specially designated nationals or other blocked person list or otherwise
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S.  Treasury Department (“OFAC”); and the
ADJUICE Entities have not, directly or indirectly, used any funds, or loaned,
contributed or otherwise made available such funds to any Subsidiary, joint
venture partner or other Person, in connection with any sales or operations in
Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for
the purpose of financing the activities of any Person currently subject to, or
otherwise in violation of, any U.S. sanctions administered by OFAC.

       

      
        
           


        

        
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      Section
2.24          Environmental
Matters.  Each of the ADJUICE Entities is in substantial
compliance with, and has not been and is not in material violation of or subject
to any material liability under, any Environmental Law and no proceeding
involving any ADJUICE Entities with respect to any Environmental Law is pending
or, to the Knowledge of the officers of the ADJUICE Entities, is
threatened.

       

      Section
2.25          Purchase for
Investment.

       

      (a)           Each
ADJUICE Shareholder is acquiring the BYOC Securities for investment for such
Shareholder’s own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and no ADJUICE Shareholder has a
present intention of selling, granting any participation in, or otherwise
distributing the same.

       

      (b)           Each
ADJUICE Shareholder understands that the BYOC Securities are not registered
under the Securities Act on the ground that the sale and the issuance of
securities hereunder is exempt from registration under the Securities Act
pursuant to Section 4(2) thereof, and that BYOC's reliance on such exemption is
predicated on the representations set forth herein.

       

      Section
2.26          Investment
Experience.  Each ADJUICE Shareholder acknowledges that he or
it can bear the economic risk of his or its investment, and has such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the investment in the BYOC Securities. The
ADJUICE Shareholders acknowledge that neither the Securities and Exchange
Commission (“SEC”), nor the
securities regulatory body of any state or other jurisdiction has received,
considered or passed upon the accuracy or adequacy of the information and
representations made in this Agreement or any of the information provided to the
ADJUICE Shareholders as described in Section 2.27 below.

       

      Section
2.27          Information.  Each
ADJUICE Shareholder has carefully reviewed such information as the ADJUICE
Shareholder deemed necessary to evaluate an investment in the BYOC
Securities.  To the full satisfaction of each ADJUICE Shareholder, he
or it has been furnished all materials that he or it has requested relating to
BYOC and the issuance of the BYOC Securities hereunder, and each ADJUICE
Shareholder has been afforded the opportunity to ask questions of
representatives of BYOC to obtain any information necessary to verify the
accuracy of any representations or information made or given to the ADJUICE
Shareholder.

       

      Section
2.28          Restricted
Securities.  Each certificate representing BYOC Securities
issued to the ADJUICE Shareholders residing in the U.S. shall be endorsed with
following legend:

       

      “THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR BEYOND COMMERCE, INC.
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
FOR BEYOND COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT IS AVAILABLE.”


      
        
           


        

        
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      Each
certificate representing BYOC Securities issued to the ADJUICE Shareholders
residing outside of the U.S. shall be endorsed with following
legends:

       

      “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS ( AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON SECTION 4(2) OF THE
SECURITIES ACT.”

       

      “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTION MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

       

      Each
ADJUICE Shareholder understands that the BYOC Securities may not be sold,
transferred, or otherwise disposed of without registration under the Securities
Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the BYOC Securities or any available exemption
from registration under the Securities Act, the BYOC Securities must be held
indefinitely.  The ADJUICE Shareholders are aware that the BYOC
Securities may not be sold pursuant to Rule 144 promulgated under the Securities
Act unless all of the conditions of that Rule are met.

       

      Section
2.29          WTI Loan
Extinguishment.  The two letter agreements, dated May 19, 2010,
between ADJUICE Venture Lending & Leasing IV, Inc. and Venture Lending &
Leasing V, Inc. (collectively, the “Payoff Agreements”), copies of which are
attached hereto as Appendix B and C, constitute the valid, binding, and
enforceable obligation of Venture Lending & Leasing IV, Inc. and Venture
Lending & Leasing V, Inc.  Upon the delivery by BYOC of an
aggregate of 900,000 shares of Common Stock to Venture Lending & Leasing IV,
Inc. and Venture Lending & Leasing V, Inc. in accordance with the Payoff
Agreements, (i) both WTI Loans will be fully paid off and terminated, (ii) all
Liens and other security interests granted in connection with the WTI Loans will
be fully released, and (iii) none of ADJUICE’s property or assets will
thereafter be subject to any Lien in favor of Venture Lending & Leasing IV,
Inc. and Venture Lending & Leasing V, Inc., under the WTI Loans or
otherwise.


      
        
           


        

        
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      ARTICLE
III

       

      Representations
and Warranties of BYOC

       

      BYOC
represents and warrants to the ADJUICE Parties as follows:

       

      Section
3.1            Organization and
Standing.  BYOC is duly organized, validly existing and in good
standing under the laws of the State of Nevada.  BYOC is duly
qualified to do business in each of the jurisdictions in which the property
owned, leased or operated by BYOC or the nature of the business which it
conducts requires qualification, except where the failure to so qualify would
not reasonably be expected to have a Material Adverse Effect on
BYOC.  BYOC has the requisite power and authority to own, lease and
operate its tangible assets and properties and to carry on its business as now
being conducted and, subject to necessary approvals of the relevant Government
Authorities, as presently contemplated to be conducted.

       

      Section
3.2            Authority; Execution and
Delivery; Enforceability.  BYOC has all requisite corporate
power and authority to execute and deliver this Agreement and the other
documents to which it is a Party and to consummate the
Transactions.  The execution and delivery by BYOC of this Agreement
and the consummation by BYOC of the Transactions have been duly authorized and
approved by the BYOC Board and no other corporate proceedings on the part of
BYOC are necessary to authorize this Agreement and the
Transactions.  All action, corporate and otherwise, necessary to be
taken by BYOC to authorize the execution, delivery and performance of this
Agreement and all other agreements and instruments delivered by BYOC in
connection with the Transactions have been duly and validly
taken.  Each of this Agreement and any other documents to which BYOC
is a Party, has been duly executed and delivered by BYOC and constitutes the
valid, binding, and enforceable obligation of BYOC, enforceable in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect affecting the
rights and remedies of creditors and by general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in
equity).

       

      Section
3.3            No
Conflicts.  The execution and delivery of this Agreement and
the consummation of the Transactions and compliance with the terms hereof and
thereof will not, (a) conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under, or result in the creation of any Lien (other
than any Liens for Taxes not yet due or delinquent or any statutory Liens
arising in the ordinary course of business by operation of Law and which are
not, individually or in the aggregate, significant) upon any of the assets and
properties of BYOC, under, any provision of:  (i) the Articles of
Incorporation of BYOC, as amended to the date of this Agreement, or the bylaws
of BYOC, as amended to the date of this Agreement (the “BYOC Constituent
Instruments”); or (ii) any BYOC Contract that has been filed by BYOC
with the SEC and to which BYOC is a party or to or by which it (or any of its
assets and properties) is subject or bound; (b) subject to the filings and
other matters referred to in Section 3.4, conflict with any material
Judgment or Law applicable to BYOC, or its properties or assets; (c) result
in any suspension, revocation, impairment, forfeiture or nonrenewal of any
Permit applicable to BYOC; or (d) terminate or modify, or give any third
party the right to terminate or modify, the provisions or terms of any Contract
to which BYOC is a party.


      
        
           


        

        
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      Section
3.4            Consents and
Approvals.  No Consent of, or registration, declaration or
filing with, or permit from, any Governmental Authority is required to be
obtained or made by or with respect to BYOC in connection with the execution,
delivery and performance of this Agreement or the consummation of the
Transactions, other than (i) the filing of a Form 8-K with the SEC
within four (4) business days after the execution of this Agreement and of
the Closing Date; (ii) any filings as required under applicable securities
laws; and (iii) the procurement of such other consents, authorizations,
filings, approvals and registrations which, if not obtained or made, would not
have a Material Adverse Effect on BYOC and would not prevent, or materially
alter or delay consummation of any of the Transactions.

       

      Section
3.5            SEC
Documents.  BYOC has filed all reports, schedules, forms,
statements and other documents required to be filed by BYOC with the SEC,
pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “BYOC SEC
Documents”).  As of its respective filing date, each BYOC SEC
Document complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the SEC promulgated thereunder applicable
to such BYOC SEC Document, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Except to the extent that
information contained in any BYOC SEC Document has been revised or superseded by
a later filed BYOC SEC Document, none of the BYOC SEC Documents contains any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  The consolidated financial statements of BYOC included in
the BYOC SEC Documents (the “BYOC Financial
Statements”) comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with U.S.  GAAP
(except, in the case of unaudited statements, as permitted by the rules and
regulations of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present
the consolidated financial position of BYOC as of the dates thereof and the
consolidated results of their operations and cash flows as at the respective
dates of and for the periods referred to in such financial statements (subject,
in the case of unaudited financial statements, to normal year-end audit
adjustments and the omission of notes to the extent permitted by
Regulation S-X of the SEC).

       

      Section
3.6            Absence of Certain Changes
or Events.  Since the date of the most recent audited financial
statements and interim financial statements included in the filed BYOC SEC
documents to the date of this Agreement, there has not been:

       

      (a)           any
event, situation or effect (whether or not covered by insurance) that has
resulted in, or to BYOC’s Knowledge, is reasonably likely to result in, a
Material Adverse Effect on BYOC;


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      (b)           any
damage, destruction or loss to, or any material interruption in the use of, any
of the assets of BYOC (whether or not covered by insurance) that has had or
could reasonably be expected to have a Material Adverse Effect on
BYOC;

       

      (c)           any
material change to a material Contract by which BYOC or any of its assets is
bound or subject;

       

      (d)           any
material change in any compensation arrangement or agreement with any employee,
officer, or director;

       

      (e)           any
resignation or termination of employment of the Chief Executive Officer or Chief
Financial Officer of BYOC;

       

      (f)           any
mortgage, pledge, transfer of a security interest in, or Lien, created by BYOC,
with respect to any of its material properties or assets;

       

      (g)           any
alteration of BYOC’s method of accounting or the identity of its auditors;
or

       

      (h)           any
negotiations, arrangement or commitment by BYOC to take any of the actions
described in this Section 3.6.

       

      Section
3.7            Undisclosed
Liabilities. BYOC has no liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) due after the date hereof
other than those (a) set forth or adequately provided for in the most recent
Balance Sheet included in the BYOC Financial Statements (the “BYOC Balance Sheet”),
not required to be set forth on the BYOC Balance Sheet under U.S. GAAP or (b)
incurred since the date of the BYOC Balance Sheet and not reasonably likely to
result in a Material Adverse Effect on BYOC.

       

      Section
3.8            Litigation.  As
of the date hereof, there is no Action which (a) adversely affects or
challenges the legality, validity or enforceability of any of this Agreement or
(b) could, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect
on BYOC.  Neither BYOC, nor any director or officer thereof (in his or
her capacity as such), is or has been the subject of any Action involving a
claim or violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty.

       

      Section
3.9            Compliance with Applicable
Laws.  The BYOC Entities are in compliance with all applicable
Laws, including those relating to occupational health and safety and the
environment, except for instances of noncompliance that, individually and in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect on BYOC.

       

      Section
3.10          Broker’s and Finders’
Fees.  BYOC has not incurred, nor will it incur, directly or
indirectly, any liability for brokerage or finders’ fees or agents’ commissions
or investment bankers’ fees or any similar charges in connection with this
Agreement or any Transaction.


      
        
           


        

        
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      Section
3.11          Trading:  Registration.  The
BYOC Securities are traded on the OTC Bulletin Board.  There is no
Action pending or, to the Knowledge of BYOC, threatened against BYOC with
respect to the prohibition or termination of the trading of such securities on
the OTC Bulletin Board.  The BYOC Securities are registered pursuant
to Section 12(g) of the Exchange Act and BYOC has taken no action designed
to, or which is likely to have the effect of, terminating the registration of
such securities under the Exchange Act nor has BYOC received any notification
that the SEC is contemplating terminating such registration.

       

      Section
3.12          Money Laundering
Laws.  The operations of BYOC are and have been conducted at
all times in compliance with Money Laundering Laws and no proceeding involving
BYOC with respect to the Money Laundering Laws is pending or, to the Knowledge
of BYOC, is threatened.

       

      ARTICLE
IV

       

      Conduct
Prior To The Closing

       

      Section
4.1            Covenants of ADJUICE
Parties.  During the period from the date of this Agreement and
continuing until the earlier of the termination of this Agreement or the Closing
Date, the ADJUICE Parties agree that each of the ADJUICE Entities shall use
commercially reasonable efforts, or cause such entities to use commercially
reasonable efforts, to (except to the extent expressly contemplated by this
Agreement or as consented to in writing by the other Parties), (i) carry on
its business in the ordinary course in substantially the same manner as
heretofore conducted, to pay debts and Taxes when due (subject to good faith
disputes over such debts or Taxes), to pay or perform other obligations when
due, and to use all reasonable efforts consistent with past practice and
policies to preserve intact its present business organizations, and
(ii) use its commercially reasonable efforts consistent with past practice
to keep available the services of its present officers, directors and employees
and use its commercially reasonable efforts consistent with past practice to
preserve its relationships with customers, suppliers, distributors, licensors,
licensees, and others having business dealings with it, to the end that there
shall not be a Material Adverse Effect in its ongoing businesses as of the
Closing Date.  The ADJUICE Parties agree to promptly notify BYOC of
any material event or occurrence not in the ordinary course of its business that
would have or reasonably be expected to have a Material Adverse Effect on the
ADJUICE Entities.  Without limiting the generality of the forgoing,
during the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Closing Date, none of the
ADJUICE Parties shall do, allow, cause or permit any of the following actions to
occur with respect to any of the ADJUICE Entities without the prior written
consent of BYOC, which shall not be unreasonably delayed or
withheld:

       

      (a)           Charter
Documents.  Cause or permit any amendments to any of the
ADJUICE Constituent Instruments or any other equivalent organizational
documents, except as contemplated by this Agreement;

       

      (b)           Accounting Policies and
Procedures.  Change any method of accounting or accounting
principles or practices by ADJUICE, except for any such change required by any
Legal Requirement or by a change in any Legal Requirement or U.S.
GAAP;


      
        
           


        

        
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      (c)           Dividends; Changes in
Capital Stock.  Declare or pay any dividends on or make any
other distributions (whether in cash, stock or property) in respect of any of
its capital stock, or split, combine or reclassify any of its capital stock or
issue or authorize the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock, or repurchase or
otherwise acquire, directly or indirectly, any shares of its capital
stock;

       

      (d)           Material
Contracts.  Enter into any new Material Contract, or violate,
amend or otherwise modify or waive any of the terms of any existing Material
Contract, other than (i) in the ordinary course of business consistent with
past practice or (ii) upon prior consultation with, and prior written
consent (which shall not be unreasonably delayed or withheld) of
BYOC;

       

      (e)           Issuance of
Securities.  Except as required in connection with the
cancellation of the WTI Loans, issue, deliver or sell or authorize or propose
the issuance, delivery or sale of, or purchase or propose the purchase of, any
shares of its capital stock or securities convertible into, or subscriptions,
rights, warrants or options to acquire, or other agreements or commitments of
any character obligating it to issue any such shares or other convertible
securities;

       

      (f)           Intellectual
Property.  Other than in connection with the WTI Loan
extinguishment, transfer or license to any Person or entity any Intellectual
Property Rights other than the license of non-exclusive rights to Intellectual
Property Rights in the ordinary course of business consistent with past
practice;

       

      (g)           Dispositions.  Other
than in connection with the WTI Loan extinguishment, sell, lease, license or
otherwise dispose of or encumber any of its properties or assets which are
material, individually or in the aggregate, to its business, taken as a whole,
except in the ordinary course of business consistent with past
practice;

       

      (h)           Liabilities.  Except
in its ordinary course of business, incur any liabilities;

       

      (i)      
     Capital
Expenditures.  Make any capital expenditures, capital additions
or capital improvements except in the ordinary course of business and consistent
with past practice that do not exceed $10,000 individually or in the
aggregate;

       

      (j)        
   Acquisitions.  Acquire
by merging or consolidating with, or by purchasing a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association or other business organization or division thereof, or otherwise
acquire any assets which are material, individually or in the aggregate, to its
business, taken as a whole, or acquire any equity securities of any corporation,
partnership, association or business organization;


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      (k)           Employment.  Except
as required to comply with Legal Requirements or agreements or pursuant to plans
or arrangements existing on the date hereof, (i) take any action with
respect to, adopt, enter into, terminate or amend any employment, severance,
retirement, retention, incentive or similar agreement, arrangement or benefit
plan for the benefit or welfare of any current or former director, executive
officer or any collective bargaining agreement, (ii) increase in any
material respect the compensation or fringe benefits of, or pay any bonus to,
any director, executive officer, (iii) materially amend or accelerate the
payment, right to payment or vesting of any compensation or benefits,
(iv) pay any material benefit not provided for as of the date of this
Agreement under any benefit plan, or (v) grant any awards under any bonus,
incentive, performance or other compensation plan or arrangement or benefit
plan, including the grant of stock options, stock appreciation rights, stock
based or stock related awards, performance units or restricted stock, or the
removal of existing restrictions in any benefit plans or agreements or awards
made thereunder;

       

      (l)      
     Facility.  Open
or close any facility or office except in the ordinary course of
business;

       

      (m)          Taxes.  Make
or change any material election in respect of Taxes, adopt or change any
accounting method in respect of Taxes, file any Tax Return or any amendment to a
Tax Return, enter into any closing agreement, settle any claim or assessment in
respect of Taxes, or consent to any extension or waiver of the limitation period
applicable to any claim or assessment in respect of Taxes;

       

      (n)           Litigation.  Initiate,
compromise or settle any material litigation or arbitration proceedings;
and

       

      (o)           Other.  Agree,
in writing or otherwise, to take any of the actions described in
Sections 4.1(a) through (n) above.

       

      Section
4.2            Covenants of
BYOC.  From the date hereof until the earlier of the
termination of this Agreement or the Closing Date, BYOC agrees that BYOC shall
use commercially reasonable efforts, (except to the extent expressly
contemplated by this Agreement or as consented to in writing by the other
Parties), to (i) carry on its business in the ordinary course in
substantially the same manner as heretofore conducted, to pay debts and Taxes
when due or necessary (subject to good faith disputes over such debts or taxes),
to pay or perform other obligations when due, and to use all reasonable efforts
consistent with past practice and policies to preserve intact its present
business organizations and (ii) use its commercially reasonable efforts
consistent with past practice to keep available the services of its present
officers, directors and employees and use its commercially reasonable efforts
consistent with past practice to preserve its relationships with customers,
suppliers, distributors, licensors, licensees, and others having business
dealings with it, to the end that there shall not be a Material Adverse Effect
in its ongoing businesses as of the Closing Date.  BYOC agrees to
promptly notify the ADJUICE Parties of any material event or occurrence not in
the ordinary course of its business and of any event that would have a Material
Adverse Effect on any of the BYOC Parties.  Without limiting the
generality of the forgoing, during the period from the date of this Agreement
and continuing until the earlier of the termination of this Agreement or the
Closing Date, the BYOC Parties shall not do, allow, cause or permit any of the
following actions to occur without the prior written consent of the ADJUICE
Parties, which consent shall not be unreasonably delayed or
withheld:

       

      (a)           Charter
Documents.  None of the BYOC Parties shall adopt or propose any
change in any of their constituent instruments, except for such amendments
required by any Legal Requirement, the rules and regulations of the SEC, or by
the securities exchange on which the BYOC Common Stock is listed for
trading;

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    (b)           Accounting Policies and
Procedures.  BYOC shall not change any method of accounting or
accounting principles or practices by BYOC, except for any such change required
by any Legal Requirement or by a change in any Legal Requirement or
U.S.  GAAP;

     

    (c)           SEC
Reports.  BYOC shall not fail to timely file or furnish to or
with the SEC all reports, schedules, forms, statements and other documents
required to be filed or furnished (except those filings by affiliates of BYOC
required under Section 13(d) or 16(a) of the Exchange Act which do not have
a Material Adverse Effect on BYOC);

     

    (d)           Other.  Agree
in writing or otherwise to take any of the actions described in
Sections 4.2(a) through (c) above.

     

    ARTICLE
V


     

    Covenants
of the ADJUICE Parties

     

    Section
5.1            Access to
Information.  Except as required pursuant to any
confidentiality agreement or similar agreement or arrangement to which any
ADJUICE Party is subject, between the date of this Agreement and the Closing
Date, subject to BYOC’s undertaking to use its commercially reasonable efforts
to keep confidential and protect the Trade Secrets of the ADJUICE Parties
against any disclosure, the ADJUICE Parties will permit BYOC and its
Representatives reasonable access at dates and times agreed upon by the
applicable ADJUICE Party and BYOC, to all of the books and records of the
ADJUICE Entities which the BYOC determines are necessary for the preparation of
such filings or submissions in accordance with SEC rules and regulations as are
necessary to consummate the Transactions and as are necessary to respond to
requests of the SEC’s staff, BYOC’s accountants and relevant Governmental
Authorities.  Notwithstanding anything to the contrary contained
herein, the BYOC Parties may make a disclosure otherwise prohibited by this
Section 5.1 if required by applicable law or regulation or regulatory,
administrative or legal process (including, without limitation, by oral
questions, interrogatories, requests for information, subpoena of documents,
civil investigative demand or similar process) or the rules and regulations of
the SEC or any stock exchange or trading system having jurisdiction over BYOC
Parties.  In the event that any BYOC Party or any of its
Representatives is requested or required to disclose any Trade Secrets of
ADJUICE Parties as provided in the proviso in the immediately preceding
sentence, such BYOC Party shall provide the ADJUICE Entities with prompt written
notice of any such request or requirement so that the ADJUICE Entities may seek
a protective order or other appropriate remedy.

     

    Section
5.2            Fulfillment of
Conditions.  The ADJUICE Parties shall use their commercially
reasonable efforts to fulfill the conditions specified in Article VIII to
the extent that the fulfillment of such conditions is within their
control.  The foregoing obligation includes (a) the execution and
delivery of documents necessary or desirable to consummate the Transactions
contemplated hereby, and (b) taking or refraining from such actions as may
be necessary to fulfill such conditions (including using their commercially
reasonable efforts to conduct their business in such manner that on the Closing
Date the representations and warranties of the each of the ADJUICE Entities
contained herein shall be accurate as though then made, except as contemplated
by the terms hereof).

     

    
      
        
        

      

      
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    Section
5.3            Disclosure of Certain
Matters.  From the date hereof through the Closing Date, each
of the ADJUICE Entities shall give BYOC prompt written notice of any event or
development that occurs that is of a nature that, individually or in the
aggregate, would have or reasonably be expected to have a Material Adverse
Effect on the ADJUICE Entities.

     

    Section
5.4            Regulatory and Other
Authorizations; Notices and Consents.

     

    (a)           The
ADJUICE Entities shall use their commercially reasonable efforts to obtain all
material Consents that may be or become necessary for their execution and
delivery of, and the performance of their obligations pursuant to, this
Agreement and the Transaction Documents and will cooperate with BYOC in promptly
seeking to obtain all such authorizations, consents, orders and
approvals.

     

    (b)           Each
ADJUICE Entity shall give promptly such notices to third parties and use its or
their commercially reasonable efforts to obtain such third party consents and
estoppel certificates as are required to consummate the
Transactions.

     

    (c)           ADJUICE
shall cooperate and use commercially reasonable efforts to assist BYOC in giving
such notices and obtaining such consents and estoppel certificates as are
required to consummate the Transactions.

     

    ARTICLE
VI


     

    Covenants
of BYOC

     

    Section
6.1            Fulfillment of
Conditions.  From the date hereof to the Closing Date, BYOC
shall use its commercially reasonable efforts to fulfill the conditions
specified in Article VIII to the extent that the fulfillment of such
conditions is within its control.  The foregoing obligation includes
(a) the execution and delivery of documents necessary or desirable to
consummate the Transactions, and (b) taking or refraining from such actions as
may be necessary to fulfill such conditions (including using its commercially
reasonable efforts to conduct the business of BYOC in such manner that on the
Closing Date the representations and warranties of BYOC contained herein shall
be accurate as though then made).

     

    Section
6.2            Disclosure of Certain
Matters.  From the date hereof through the Closing Date, BYOC
shall give ADJUICE and each ADJUICE Shareholder prompt written notice of any
event or development that occurs that is of a nature that, individually or in
the aggregate, would have or reasonably be expected to have a Material Adverse
Effect on BYOC.

     

    Section
6.3            Regulatory and Other
Authorizations; Notices and Consents.  BYOC shall use its
commercially reasonable efforts to obtain all authorizations, consents, orders
and approvals of all Governmental Authorities and officials that may be or
become necessary for its execution and delivery of, and the performance of its
obligations pursuant to, this Agreement and the Transaction Documents to which
it is a party and will cooperate fully with ADJUICE in promptly seeking to
obtain all such authorizations, consents, orders and approvals.

     

    
      
        
        

      

      
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    Section
6.4            Valid Issuance of
Shares.  At the Closing, the Transaction Shares and Earn-Out
Shares to be issued to the ADJUICE Shareholders hereunder will be duly
authorized, validly issued, fully paid and nonassessable and, when issued and
delivered in accordance with the terms hereof for the consideration provided for
herein, will be validly issued and will constitute a valid, binding and
enforceable obligation of BYOC in accordance with their terms and will have been
issued in compliance with all applicable federal and state securities
laws.

     

    Section
6.5            Continued
Trading.  For a period of two years from the Closing Date, BYOC
shall file all such documents with the SEC to maintain its status as a
“reporting issuer.”

     

    ARTICLE
VII


     

    Additional
Agreements and Covenants

     

    Section
7.1            Disclosure
Schedules.  Each of Parties shall, as of the Closing Date, have
the obligation to supplement or amend their respective Disclosure Schedules
being delivered concurrently with the execution of this Agreement and annexes
and exhibits hereto with respect to any matter hereafter arising or discovered
which resulted in, or could reasonably be expected to result in a Material
Adverse Effect on such Party.  The obligations of the Parties to amend
or supplement their respective Disclosure Schedules being delivered herewith
shall terminate on the Closing Date.  Notwithstanding any such
amendment or supplementation, the representations and warranties of the Parties
shall be made with reference to the Disclosure Schedules as they exist at the
time of execution of this Agreement.

     

    Section
7.2            Lock-Up
Agreement(s).  As soon as practicable following the execution
of this Agreement, but in any event prior to the Closing Date, the ADJUICE
Shareholders shall execute and enter into lock-up agreements substantially in
the form attached hereto as Exhibit B (the “Lock-Up
Agreements”).

     

    Section
7.3            Confidentiality.  Between
the date hereof and the Closing Date, each of BYOC, the ADJUICE Parties shall
hold and shall cause their respective Representatives to hold in strict
confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of law or by the rules and regulations of, or pursuant
to any agreement of a stock exchange or trading system, all documents and
information concerning the other Party furnished to it by such other Party or
its Representatives in connection with the Transactions, except to the extent
that such information can be shown to have been (a) previously known by the
Party to which it was furnished, (b) in the public domain through no fault
of such Party, or (c) later lawfully acquired by the Party to which it was
furnished from other sources, which source is not a Representative of the other
Party, and each Party shall not release or disclose such information to any
other Person, except its Representatives in connection with this
Agreement.  Each Party shall be deemed to have satisfied its
obligations to hold confidential information concerning or supplied by the other
Party in connection with the Transactions, if it exercises the same care as it
takes to preserve confidentiality for its own similar
information.  For the avoidance of doubt, any disclosure of
information required to be included by BYOC in its filings with the SEC as
required by the applicable laws will not be violation of this
Section 7.2.

     

    
      
        
        

      

      
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    Section
7.4            Public
Announcements.  From the date of this Agreement until the
Closing or termination of this Agreement, BYOC and each of the ADJUICE Entities
shall cooperate in good faith to jointly prepare all press releases and public
announcements pertaining to this Agreement and the Transactions governed by it,
and none of the foregoing shall issue or otherwise make any public announcement
or communication pertaining to this Agreement or the transaction without the
prior consent of BYOC (in the case of ADJUICE Entities) or any ADJUICE Entities
(in the case of BYOC), except as required by Law or by the rules and regulations
of, or pursuant to any agreement of, a stock exchange or trading
system.  Each Party will not unreasonably withhold approval from the
others with respect to any press release or public announcement.  If
any Party determines with the advice of counsel that it is required to make this
Agreement and the terms of the transaction public or otherwise issue a press
release or make public disclosure with respect thereto, it shall at a reasonable
time before making any public disclosure, consult with the other Parties
regarding such disclosure, seek such confidential treatment for such terms or
portions of this Agreement or the transaction as may be reasonably requested by
the other Parties and disclose only such information as is legally compelled to
be disclosed.  This provision will not apply to communications by any
Party to its counsel, accountants and other professional advisors.

     

    ARTICLE
VIII


     

    Conditions
to Closing

     

    Section
8.1            ADJUICE Parties Conditions
Precedent.  The obligations of the ADJUICE Parties to enter
into and complete the Closing are subject, at the option of the ADJUICE Parties,
to the fulfillment on or prior to the Closing Date of the following conditions
by BYOC, any one or more of which may be waived by ADJUICE in
writing.

     

    (a)           Representations and
Covenants.  The representations and warranties of the BYOC
Parties contained in this Agreement shall be true on and as of the Closing Date
except where the failure of such representations or warranties to be so true and
correct, individually or in the aggregate, has not had or would not reasonably
be expected to have a Material Adverse Effect on the BYOC Parties and each of
the BYOC Parties shall have performed and complied in all material respects with
all covenants and agreements required by this Agreement to be performed or
complied with by each of them on or prior to the Closing Date.

     

    (b)           Litigation.  No
action, suit or proceeding (i) shall have been instituted before any court
or governmental or regulatory body or instituted by any Governmental Authorities
to restrain, modify or prevent the carrying out of the Transactions, or to seek
damages or a discovery order in connection with such Transactions, or
(ii) which has or may have, in the reasonable opinion of ADJUICE or ADJUICE
Shareholders, a Material Adverse Effect on the ADJUICE Entities.

     

    (c)           No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since the date hereof which has
had or is reasonably likely to cause a Material Adverse Effect on
BYOC.

     

    (d)           SEC
Reports.  BYOC shall have filed all reports and other documents
required to be filed by BYOC under the U.S. federal securities laws through the
Closing Date.

     

    
      
        
        

      

      
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    (e)           OTC Bulletin
Board.  BYOC shall have maintained its status as a Company
whose common stock is traded on the OTC Bulletin Board.

     

    (f)           Deliveries.  The
deliveries required to be made by BYOC shall have been made by
BYOC.

     

    (g)           Governmental
Approval.  The Parties shall have timely obtained from each
Governmental Authority all approvals, waivers and consents, if any, necessary
for consummation of or in connection with this Agreement and the Transactions
contemplated hereby.

     

    (h)           Transaction
Documents.  The Transaction Documents shall have been executed
and delivered by the Parties.

     

    (i)           Injunctions or Restraints on
Conduct of Business.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting any BYOC Party’s conduct or operation of the business of the BYOC
Parties following the Share Exchange shall be in effect, nor shall any
proceeding brought by an administrative agency or commission or other
Governmental Authority, domestic or foreign, seeking the foregoing be
pending.

     

    Section 8.2    BYOC Conditions
Precedent.  The obligations of BYOC to enter into and complete
the Closing are subject, at the option of BYOC, to the fulfillment on or prior
to the Closing Date of the following conditions by each of the ADJUICE Parties,
any one or more of which may be waived by BYOC in writing:

     

    (a)           Representations and
Covenants.  The representations and warranties of the ADJUICE
Parties contained in this Agreement shall be true on and as of the Closing Date
except where the failure of such representations or warranties to be so true and
correct, individually or in the aggregate, has not had or would not reasonably
be expected to have a Material Adverse Effect on the ADJUICE Parties and each of
the ADJUICE Parties shall have performed and complied in all material respects
with all covenants and agreements required by this Agreement to be performed or
complied with by each of them on or prior to the Closing Date, and the ADJUICE
Parties shall have delivered to BYOC a certificate, dated the Closing Date, to
the foregoing effect.

     

    (b)           Litigation.  No
action, suit or proceeding (i) shall have been instituted before any court
or governmental or regulatory body or instituted by any Governmental Authorities
to restrain, modify or prevent the carrying out of the Transactions, or to seek
damages or a discovery order in connection with such Transactions, or
(ii) which has or may have, in the reasonable opinion of BYOC, a Material
Adverse Effect on BYOC.

     

    (c)           No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since April 30, 2010, which has
had or is reasonably likely to cause a Material Adverse Effect on any of the
ADJUICE Entities.

     

    
      
        
        

      

      
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    (d)           Injunctions or Restraints on
Conduct of Business.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting any ADJUICE Entities’ conduct or operation of the business of any
of the ADJUICE Entities following the Share Exchange shall be in effect, nor
shall any proceeding brought by an administrative agency or commission or other
Governmental Authority, domestic or foreign, seeking the foregoing be
pending.

     

    (e)           Deliveries.  All
other deliveries required to be made by the ADJUICE Parties shall have been made
by them.

     

    (f)           Governmental
Approval.  The Parties shall have timely obtained from each
Governmental Authority all approvals, waivers and consents, if any, necessary
for consummation of or in connection with this Agreement and the Transactions
contemplated hereby.

     

    (g)           Employment
Agreement.  Matt Hill, the Chief Executive Officer of ADJUICE,
shall have entered into that certain Employment Agreement with BYOC, the form of
which is attached hereto as Appendix A.

     

    (h)           Transaction
Documents.  The Transaction Documents shall have been executed
and delivered by the Parties.

     

    ARTICLE
IX


     

    Indemnification

     

    Section
9.1            Survival.  The
representations, warranties, covenants and agreements contained in or made
pursuant to this Agreement and any certificate delivered pursuant hereto shall
survive the execution and delivery of this Agreement and the Closing, and
thereafter shall survive for a period of eighteen (18) months after
Closing.  The term during which any representation, warranty, or
covenant survives hereunder is referred to as the “Survival Period.”
Except as expressly provided in this paragraph, no claim for indemnification
hereunder may be made after the expiration of the Survival Period.

     

    Section
9.2            Indemnification by the
ADJUICE Shareholders.

     

    (a)           The
ADJUICE Shareholders shall, subject to the terms hereof, indemnify, defend and
hold harmless BYOC (which term, for the purposes of this Article IX shall
include any of BYOC’s successors) and permitted assigns (the “BYOC Indemnified
Parties”) from and against any liabilities, loss, claims, damages, fines,
penalties, expenses (including costs of investigation and defense and reasonable
attorneys’ fees and court costs) (collectively, “Damages”) arising
from:  (i) any breach of any representation or warranty made by
the ADJUICE Parties in Article II hereof or in any certificate delivered by
the ADJUICE Parties pursuant to this Agreement; or (ii) any breach by any
ADJUICE Party of its covenants or obligations in this Agreement to be performed
or complied with by such ADJUICE Party at or prior to the Closing.

     

    
      
        
        

      

      
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    Section
9.3            Indemnification by
BYOC.

     

    (a)           BYOC
shall, subject to the terms hereof, indemnify, defend and hold harmless each of
the ADJUICE Parties and their respective successors and permitted assigns (the
“ADJUICE Indemnified
Parties”) from and against any Damages arising
from:  (i) any breach of any representation or warranty made by
the BYOC Parties in Article III hereof or in any certificate delivered by
BYOC pursuant to this Agreement; or (ii) any breach by any BYOC Party, of
its covenants or obligations in this Agreement to be performed or complied with
by such BYOC Party at or prior to the Closing.

     

    Section
9.4            Limitations on
Indemnity.

     

    (a)           Notwithstanding
any other provision in this Agreement to the contrary, the BYOC Indemnified
Parties shall not be entitled to indemnification pursuant to Section 9.2,
unless and until the aggregate amount of Damages to the BYOC Indemnified Parties
with respect to such matters under Section 9.2 exceeds $50,000 (the “Deductible”), and
then only to the extent such Damages exceed the Deductible.

     

    (b)           Notwithstanding
any other provision in this Agreement to the contrary, no ADJUICE Party shall be
entitled to indemnification pursuant to Section 9.3, unless and until the
aggregate amount of Damages with respect to such matters under Section 9.3
exceeds the Deductible, and then only to the extent such Damages exceed the
Deductible.

     

    (c)           In
no event shall any Party hereto have any liability to the other Parties hereto
for any consequential, special, punitive or indirect loss or damage whether or
not any claim for such damages is based on tort or contract or that such Party
knew or should have known the likelihood of such damages in any
circumstances.

     

    (d)           Notwithstanding
any other provision in this Agreement to the contrary, the maximum amount of
liability for Damages that BYOC on the one hand, and the ADJUICE Shareholders on
the other, may have under this Agreement (under this Article IX, or otherwise),
shall be limited to an amount equal to (i) the number of shares that BYOC has,
at that time, issued to the ADJUICE Shareholders under this Agreement (the
Transaction Shares and, if issued, the Earn-Out Shares), (ii) multiplied by
$0.10.

     

    
      
        
        

      

      
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    Section
9.5            Defense of Third Party
Claims.  If a Party determines to make a claim for
indemnification hereunder (each as applicable an “Indemnitee”), such
Party as applicable shall notify the indemnifying party (an “Indemnitor”) of the
claim in writing promptly after receiving notice of any action, lawsuit,
proceeding, investigation, demand or other claim against the Indemnitee (if by a
third party), describing the claim, the amount thereof (if known and
quantifiable) and the basis thereof in reasonable detail (such written notice,
an “Indemnification
Notice”); provided that the failure to so notify an Indemnitor shall not
relieve the Indemnitor of its obligations hereunder except to the extent that
(and only to the extent that) such failure shall have caused the damages for
which the Indemnitor is obligated to be greater than such damages would have
been had the Indemnitee given the Indemnitor prompt notice
hereunder.  Any Indemnitor shall be entitled to participate in the
defense of such action, lawsuit, proceeding, investigation or other claim giving
rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense,
and at its option shall be entitled to assume the defense thereof by appointing
a reputable counsel reasonably acceptable to the Indemnitee to be the lead
counsel in connection with such defense; provided, that the Indemnitee shall be
entitled to participate in the defense of such claim and to employ counsel of
its choice for such purpose; provided, however, that the fees and expenses of
such separate counsel shall be borne by the Indemnitee and shall not be
recoverable from such Indemnitor under this Article IX.  If the
Indemnitor shall control the defense of any such claim, the Indemnitor shall be
entitled to settle such claims; provided, that the Indemnitor shall obtain the
prior written consent of the Indemnitee (which consent shall not be unreasonably
withheld, conditioned or delayed) before entering into any settlement of a claim
or ceasing to defend such claim if, pursuant to or as a result of such
settlement or cessation, injunctive or other equitable relief will be imposed
against the Indemnitee or if such settlement does not expressly and
unconditionally release the Indemnitee from all liabilities and obligations with
respect to such claim.  If the Indemnitor assumes such defense, the
Indemnitor shall not be liable for any amount required to be paid by the
Indemnitee that exceeds, where the Indemnitee has unreasonably withheld or
delayed consent in connection with the proposed compromise or settlement of a
third party claim, the amount for which that third party claim could have been
settled pursuant to that proposed compromise or settlement.  In all
cases, the Indemnitee shall provide its reasonable cooperation with the
Indemnitor in defense of claims or litigation, including by making employees,
information and documentation reasonably available.  If the Indemnitor
shall not assume the defense of any such action, lawsuit, proceeding,
investigation or other claim, the Indemnitee may defend against such matter as
it deems appropriate; provided that the Indemnitee may not settle any such
matter without the written consent of the Indemnitor (which consent shall not be
unreasonably withheld, conditioned or delayed) if the Indemnitee is seeking or
will seek indemnification hereunder with respect to such matter.

     

    Section
9.6            Determining
Damages.  The amount of Damages subject to indemnification
under Section 9.2 or Section 9.3 shall be calculated net of
(i) any Tax Benefit inuring to the Indemnitee on account of such Damages,
(ii) any insurance proceeds or other amounts under indemnification
agreements received or receivable by the Indemnitee on account of such
Damages.  If the Indemnitee receives a Tax Benefit on account of such
Damages after an indemnification payment is made to it, the Indemnitee shall
promptly pay to the Person or Persons that made such indemnification payment the
amount of such Tax Benefit at such time or times as and to the extent that such
Tax Benefit is realized by the Indemnitee.  For purposes hereof,
“Tax Benefit”
shall mean any refund of Taxes to be paid or reduction in the amount of Taxes
which otherwise would be paid by the Indemnitee, in each case computed at the
highest marginal tax rates applicable to the recipient of such
benefit.  To the extent Damages are recoverable by insurance, the
Indemnitees shall take all commercially reasonable efforts to obtain maximum
recovery from such insurance.  In the event that an insurance or other
recovery is made by any Indemnitee with respect to Damages for which any such
Person has been indemnified hereunder, then a refund equal to the aggregate
amount of the recovery shall be made promptly to the Person or Persons that
provided such indemnity payments to such Indemnitee.  The Indemnitors
shall be subrogated to all rights of the Indemnitees in respect of Damages
indemnified by the Indemnitors.  The Indemnitees shall take all
commercially reasonable efforts to mitigate all Damages upon and after becoming
aware of any event which could reasonably be expected to give rise to
Damages.  For Tax purposes, the Parties agree to treat all payments
made under this Article IX as adjustments to the consideration received for
the ADJUICE Shares.

     

    
      
        
        

      

      
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    Section
9.7            Right of Setoff Against the
Earn-Out Shares.  To the extent that any ADJUICE Shareholder is
obligated to indemnify BYOC after the Closing under the provisions of this
Article IX for Damages, in addition to any other rights BYOC may have under
this Article IX or otherwise, BYOC shall have the right, exercisable at its
option, to decrease any amount due and owing or to be due and owing to it
hereunder by cancelling some or all of the Earn-Out Shares that are issuable to
the ADJUICE Shareholders after the Target Date.  With respect to each
indemnification claim made by BYOC hereunder, BYOC shall deliver notice to the
ADJUICE Shareholder(s) pursuant to Section 11.1 at any time before 5:00 p.m.,
Pacific time, on the Target Date of an indemnification claim:  (A)
stating that BYOC has paid or accrued Damages and (B) specifying in reasonable
detail the individual items of Damages included in the amount so stated, the
date each such item was paid or accrued, and the nature of the
misrepresentation, breach of representation and warranty or covenant or
agreement to which such item is related.  Upon delivery of such notice
and evidence of Damages, BYOC will be permitted to and authorized to withhold
from the Earn-Out Shares, offset ratably against each ADJUICE Shareholder based
on the amount of Earn-Out Shares issuable and listed on Schedule 1.1, if such
shares are issuable on the Target Date, an amount equal to such
Damages.  The number of shares of BYOC Common Stock that may be
withheld by BYOC will determined by valuing each share of BYOC Common Stock at
the average closing price of the BYOC Common Stock on the OTC Bulletin Board, or
such other market on which the Common Stock is listed or quoted, for trading for
the ten trading days immediately prior to the Target Date.  All
Earn-Out Shares that are still issuable by BYOC after any set-off pursuant to
this Section 9.7 shall be promptly delivered to the ADJUICE
Shareholders.  All Earn-Out Shares withheld to satisfy some or all of
any indemnification claim shall be cancelled by BYOC.

     

    Section
9.8            Remedies.  The
remedies provided in this Article IX will not be exclusive of or limit any other
remedies that may be available to the Parties.

     

    Section
9.9            Limitation on Recourse; No
Third Party Beneficiaries.

     

    (a)           No
claim shall be brought or maintained by any Party or its respective successors
or permitted assigns against any officer, director, partner, member, agent,
representative, Affiliate, equity holder, successor or permitted assign of any
Party which is not otherwise expressly identified as a Party, and no recourse
shall be brought or granted against any of them, by virtue of or based upon any
alleged misrepresentation or inaccuracy in or breach of any of the
representations, warranties, covenants or obligations of any Party set forth or
contained in this Agreement or any exhibit or schedule hereto or any certificate
delivered hereunder.

     

    (b)           Except
as set forth in Section 9.3, the provisions of this Article IX are for
the sole benefit of the Parties and nothing in this Article IX, express or
implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Article IX.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
    

    ARTICLE
X


     

    Termination

     

    Section
10.1          Methods of
Termination.  Unless waived by the Parties hereto in writing,
the Transactions may be terminated and/or abandoned at any time but not later
than the Closing:

     

    (a)           by
mutual written consent of the Parties;

     

    (b)           by
either BYOC or the ADJUICE Parties, if the Closing has not occurred by the later
of (i) May 31, 2010, or (ii) such other date that has been agreed by
the Parties (in no event later than June 15, 2010);

     

    (c)           by
any ADJUICE Party, if there has been a breach by BYOC of any representation,
warranty, covenant or agreement contained in this Agreement which has prevented
the satisfaction of the conditions to the obligations of the ADJUICE Parties at
the Closing under Section 8.1(a) and such violation or breach has not been
waived by the ADJUICE Parties or cured by the BYOC Parties within ten (10)
business days after written notice thereof from the ADJUICE
Parties;

     

    (d)           by
BYOC, if there has been a breach by the ADJUICE Parties of any representation,
warranty, covenant or agreement contained in this Agreement which has prevented
the satisfaction of the conditions to the obligations of the BYOC Parties at the
Closing under Section 8.2(a) and such violation or breach has not been
waived by the BYOC Parties or cured by the ADJUICE Parties within ten (10)
business days after written notice thereof from the BYOC Parties;

     

    Section
10.2          Effect of
Termination.

     

    (a)           In
the event of termination and abandonment by either BYOC or the ADJUICE Parties,
or all of them, pursuant to Section 10.1 hereof, written notice thereof
shall forthwith be given to the other Party, and except as set forth in this
Section 10, all further obligations of the Parties shall terminate, no
Party shall have any right against the other Party hereto, and each Party shall
bear its own costs and expenses.    Nothing contained in
this Section 10.2 shall relieve any party from liability for any breach of this
Agreement prior to such termination.

     

    (b)           If
the Transactions contemplated by this Agreement are terminated and/or abandoned
as provided herein:

     

    (i)           each
Party hereto will destroy all documents, work papers and other material (and all
copies thereof) of the other Party relating to the Transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the Party
furnishing the same; and

     

    (ii)           all
confidential information received by either Party hereto with respect to the
business of the other Party hereto shall be treated in accordance with
Section 7.2 hereof, which shall survive such termination or
abandonment.  Notwithstanding anything herein to the contrary,
Article X and Article XI shall survive termination of this
Agreement.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XI

     

    Miscellaneous

     

    Section
11.1          Notices.  All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be deemed given upon receipt by the Parties at the
addresses set forth on the signature pages hereto (or at such other address for
a Party as shall be specified in writing to all other Parties).

     

    Section
11.2          Amendments; Waivers; No
Additional Consideration.  No provision of this Agreement may
be waived or amended except in a written instrument signed by all of the Parties
hereto.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any Party to exercise any right hereunder in any manner impair the
exercise of any such right.

     

    Section
11.3          Expenses.  Each
Party shall be responsible for its own Expenses in connection with this
Agreement and the transaction contemplated hereby.

     

    Section
11.4          Adjustments to Earn-Out
Shares.  The number of Earn-Out Shares issued hereunder shall
be adjusted to reflect appropriately the effect of any stock split, reverse
stock split, stock dividend, extraordinary cash dividends, reorganization,
recapitalization, reclassification, combination, exchange of shares or other
like change with respect to BYOC Common Stock, occurring on or after the date
hereof.

     

    Section
11.5          Interpretation.  When
a reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated.  Whenever the
words “include,” “includes” or “including” are used
in this Agreement, they shall be deemed to be followed by the words “without
limitation.”

     

    Section
11.6          Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule or Law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Transactions is not affected
in any manner materially adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that Transactions are fulfilled to
the extent possible.

     

    Section
11.7          Counterparts; Facsimile
Execution.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Parties.  Facsimile execution
and delivery of this Agreement is legal, valid and binding for all
purposes.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
11.8          Entire Agreement; Third
Party Beneficiaries.  This Agreement, taken together with all
Exhibits, Annexes and Schedules hereto (a) constitute the entire agreement,
and supersede all prior agreements and understandings, both written and oral,
among the Parties with respect to the Transactions and (b) are not intended
to confer upon any Person other than the Parties any rights or
remedies.

     

    Section
11.9          Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

     

    Section
11.10        Assignment.  Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the Parties without the prior written consent of the other
Parties.  Any purported assignment without such consent shall be
void.  Subject to the preceding sentences, this Agreement will be
binding upon, inure to the benefit of, and be enforceable by, the Parties and
their respective successors and assigns.

     

    Section
11.11        Arbitration.  Any
dispute, controversy or claim arising out of, relating to, or in connection
with, this Agreement or the transactions contemplated hereby shall be finally
settled by binding arbitration.  The arbitration shall be conducted
and the arbitrator chosen in accordance with the rules of the American
Arbitration Association in effect at the time of the arbitration, except as they
may be modified herein or by mutual agreement of BYOC and the ADJUICE
Shareholders.  In connection with any such arbitration, each Party
shall be afforded the opportunity to conduct discovery in accordance with the
Federal Rules of Civil Procedure.  The seat of the arbitration shall
be in Las Vegas, Nevada.  Each of BYOC and the ADJUICE Shareholders
hereby irrevocably submits to the jurisdiction of the arbitrator in Las Vegas,
Nevada and waives any defense in an arbitration based upon any claim that such
party is not subject personally to the jurisdiction of such arbitrator, that
such arbitration is brought in an inconvenient forum or that such venue is
improper.  The arbitral award shall be in writing and shall be final
and binding on each of the parties to this Agreement.  The award may
include an award of costs, including reasonable attorneys’ fees and
disbursements and may also include injunctive relief.  Judgment upon
the award may be entered by any court having jurisdiction thereof or having
jurisdiction over the parties or their assets.  Each of BYOC and the
ADJUICE Parties acknowledges and agrees that by agreeing to these arbitration
provisions each of the parties hereto is waiving any right that such party may
have to a jury trial with respect to the resolution of any dispute under this
Agreement or the transactions contemplated hereby.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Address:

                                          	 	
                                            BEYOND
      COMMERCE, INC.

                                          
	
                                            750
      Coronado Center Dr. #120,

                                          	 	 
      
	
                                            Henderson,
      NV 89052

                                          	 	 
      
	
                                            Attn:  Chief
      Financial Officer

                                          	 	
                                            By:

                                          	 
      
	 
      	 	 
      	
                                            Name:

                                          
	 
      	 	 
      	
                                            Title:

                                          
	 
      	 	 
      
	
                                            Address:

                                          	 	
                                            ADJUICE
      INC.

                                          
	 
      	 	 
      
	
                                            Santa
      Monica, California 9___

                                          	 	
                                            By:

                                          	 
      
	
                                            Attn:  Matt
      Hill

                                          	   
      	
                                              
      

                                          	
                                            Name:
      Matt Hill

                                          
	      
      	   
      	
                                               
      

                                          	
                                            Title:
      Chief Executive Officer

                                          
	 
      	 	 
      
	
                                            Address:

                                          	 	 
      
	 
      	 	
                                                

                                          
	 
      	 	
                                            Daniel
      Williams

                                          
	 
      	 	 
      
	
                                            Address:

                                          	 	
                                            SUNLIGHT
      VENTURES LLC.

                                          
	
                                                

                                          	 	 
      
	
                                                

                                          	 	 
      
	 
      	 	
                                            By:

                                          	 
      
	
                                            Attn:_____________________________________

                                          	 	
                                            Name:

                                          
	 
      	 	
                                            Title:

                                          
	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Address:

                                                              	 	
                                                                ECHO
      CAPITAL GROWTH CORP.

                                                              
	
                                                                   

                                                              	 	 
      
	
                                                                   

                                                              	 	 
      
	 
      	 	
                                                                By:

                                                              	
                                                                   

                                                              
	
                                                                Attn:_____________________________________

                                                              	 	
                                                                Name:

                                                              
	 
      	 	
                                                                Title:

                                                              
	 
      	 	 
      
	
                                                                Address:

                                                              	 	
                                                                HARVARD
      DEVELOPMENTS LTD.

                                                              
	
                                                                   

                                                              	 	 
      
	
                                                                   

                                                              	 	 
      
	 
      	 	
                                                                By:

                                                              	
                                                                   

                                                              
	
                                                                Attn:_____________________________________

                                                              	 	
                                                                Name:

                                                              
	 	 	

                                                                Title:

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    Address:

                  	 	
                    VENTURE
      LENDING & LEASING iV, LLC.

                  
	
                       

                  	 	 
      
	
                       

                  	 	 
      
	 
      	 	
                    By:

                  	
                       

                  
	
                    Attn:_____________________________________

                  	 	
                    Name:

                  
	 
      	 	
                    Title:

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Address:

                            	 	
                              VENTURE
      LENDING & LEASING V, LLC.

                            
	
                                 

                            	 	 
      
	
                                 

                            	 	 
      
	 
      	 	
                              By:

                            	
                                 

                            
	
                              Attn:_____________________________________

                            	 	
                              Name:

                            
	 
      	 	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

    
    

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

     

    Definitions

     

    “ADJUICE Constituent
Instruments” means ADJUICE’s Certificate of Incorporation and Bylaws,
each as amended through the date hereof.

     

    “ADJUICE Entities”
means, collectively, ADJUICE and any the Subsidiary of ADJUICE.

     

    “Affiliates” shall
mean any Person that directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.  For purposes of this definition, control of a Person means
the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by Contract or otherwise and, in
any event and without limitation of the previous sentence, any Person owning
fifty percent (50%) or more of the voting securities of a second Person shall be
deemed to control that second Person.  For the purposes of this
definition, a Person shall be deemed to control any of his or her immediate
family members.

     

    “BYOC Common Stock”
means the Common Stock of BYOC, $0.001 par value per share.

     

    “BYOC Entities” means
collectively, BYOC and BoomJ.com, Inc.,  a wholly-owned Subsidiary of
BYOC.  “BYOC Entities” does not include Kaching Kaching, Inc., a
public company.  As of the date of this Agreement, BYOC only owns
approximately 20.7% of the outstanding capital stock of Kaching Kaching,
Inc.

     

    “BYOC Securities”
means, collectively, the Transaction Shares and the Earn-Out
Shares.

     

     “Contract” means a
contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument.

     

    “Environmental Law”
shall mean any Legal Requirement that requires or relates to:

     

    (a)           advising
appropriate authorities, employees, and the public of intended or actual
releases of pollutants or hazardous substances or materials, violations of
discharge limits, or other prohibitions and of the commencements of activities,
such as resource extraction or construction, that could have significant impact
on the Environment;

     

    (b)           preventing
or reducing to acceptable levels the release of pollutants or hazardous
substances or materials into the Environment;

     

    (c)           reducing
the quantities, preventing the release, or minimizing the hazardous
characteristics of wastes that are generated;

     

    (d)           assuring
that products are designed, formulated, packaged, and used so that they do not
present unreasonable risks to human health or the environment when used or
disposed of;

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    (e)           protecting
resources, species, or ecological amenities;

     

    (f)           reducing
to acceptable levels the risks inherent in the transportation of hazardous
substances, pollutants, oil, or other potentially harmful
substances;

     

    (g)           cleaning
up pollutants that have been released, preventing the threat of release, or
paying the costs of such clean up or prevention; or

     

    (h)           making
responsible parties pay private parties, or groups of them, for damages done to
their health or the environment, or permitting self-appointed representatives of
the public interest to recover for injuries done to public assets.

     

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

     

    “Expenses” shall mean
all out-of-pocket expenses (including all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to a party hereto and
its Affiliates) incurred by a party on its behalf in connection with or related
to the authorization, preparation, diligence, negotiation, execution and
performance of this Agreement and the Transaction Documents.

     

    “Governmental
Authority” means any national, federal, state, provincial, local or
foreign government, governmental, regulatory or administrative authority, agency
or commission or any court, tribunal or judicial or arbitral body of competent
jurisdiction, or other governmental authority or instrumentality, domestic or
foreign.

     

     “Gross Revenue” means
the gross revenues of ADJUICE as determined in accordance with U.S. GAAP during
the period commencing on June 1, 2010 and ending on May 31,
2011.  Gross Revenues shall not include revenues generated by any
business, company or operations acquired by ADJUICE after the
Closing.

     

    “Judgment” means any
judgment, order or decree.

     

    “Knowledge”,
(i) with respect to the ADJUICE Entities shall mean the actual knowledge of
Matt Hill, and (ii) with respect to BYOC shall mean the actual knowledge of
its Chief Executive Officer or Chief Financial Officer.

     

    “Law(s)” means any
law, statute, ordinance, rule, regulation, order, writ, injunction or
decree.

     

    “Legal Requirement”
means any federal, state, local, municipal, provincial, foreign or other law,
statute, constitution, principle of common law, resolution, ordinance, code,
edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Authorities (or under the authority of any national
securities exchange upon which BYOC Securities then listed or
traded)

     

    “Liens” means any
liens, security interests, pledges, equities and claims of any kind, voting
trusts, shareholder agreements and other encumbrances.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    “Material Adverse
Effect” means any event, change or effect that is materially adverse to
the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its
subsidiaries, taken as a whole.

     

    “Permits” mean all
governmental franchises, licenses, permits, authorizations and approvals
necessary to enable a Person to own, lease or otherwise hold its properties and
assets and to conduct its businesses as presently conducted.

     

     “Person” shall mean an
individual, partnership, corporation, joint venture, unincorporated
organization, cooperative or a governmental entity or agency
thereof.

     

     “Representatives” of
either Party shall mean such Party’s employees, accountants, auditors,
actuaries, counsel, financial advisors, bankers, investment bankers and
consultants and any other person acting on behalf of such Party.

     

    “SEC” means the
U.S.  Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Subsidiary” an entity
shall be deemed to be a “Subsidiary” of
another Person if (a) such Person directly or indirectly owns, beneficially
or of record, an amount of voting securities of other interests in such entity
that is sufficient to enable such Person to elect at leased a majority of the
members of such entity’s board of directors or other governing body, or
(b) at least 50% of the outstanding equity or financial interests of such
entity.

     

     “Tax Return” means all
federal, state, local, provincial and foreign Tax returns, declarations,
statements, reports, schedules, forms and information returns and any amended
Tax return relating to Taxes.

     

    “Taxes” includes all
forms of taxation, whenever created or imposed, and whether of the United States
or elsewhere, and whether imposed by a local, municipal, governmental, state,
foreign, federal or other Governmental Authority, or in connection with any
agreement with respect to Taxes, including all interest, penalties and additions
imposed with respect to such amounts.

     

    “Trade Secrets” means
all trade secrets under applicable law and other rights in know-how and
confidential or proprietary information, processing, manufacturing or marketing
information, including new developments, inventions, processes, ideas or other
proprietary information that provides advantages over competitors who do not
know or use it.

     

    “U.S. GAAP” means
generally accepted accounting principles of the United States.

     

    “WTI Loan” means both
the (i) $1,500,000 loan made to ADJUICE by Venture Lending & Leasing IV,
Inc. on April 6, 2009, and (ii) $1,500,000 loan made to ADJUICE by Venture
Lending & Leasing V, Inc. on April 6, 2009, together will other obligations
of ADJUICE that may have accrued thereunder.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    “WTI Loan Documents”
means the (i) Promissory Note evidencing the $1,500,000 loan made to ADJUICE by
Venture Lending & Leasing IV, Inc. on April 6, 2009, (ii) Promissory Note
evidencing the  $1,500,000 loan made to ADJUICE by Venture Lending
& Leasing V, Inc. on April 6, 2009, (iii) the Security Agreement, dated
April 6, 2009, between ADJUICE and Venture Lending & Leasing IV, Inc. and
Venture Lending & Leasing V, Inc., and (iv) any other document or instrument
delivered in connection with the WTI Loan, including any UCC statements or other
similar filings.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.1

    


    
      
        
          	
                  Shareholder

                	 	
                  AdJuice

                  Shares Owned

                	 	 	
                  Transaction

                  Shares

                	 	 	
                  Earn-Out

                  Shares

                	 
	 
      	 	 	 	 	 	 	 	 	 
	
                  Sunlight
      Ventures LLC

                	 	 	6,150,000	 	 	 	3,168,199	 	 	 	2,764,410	 
	
                  Venture
      Lending & Leasing IV, LLC

                	 	 	300,000	 	 	 	154,533	 	 	 	134,838	 
	
                  Venture
      Lending & Leasing V, LLC

                	 	 	300,000	 	 	 	154,533	 	 	 	134,838	 
	
                  Echo
      Capital Growth Corp.

                	 	 	800,000	 	 	 	412,135	 	 	 	359,607	 
	
                  Daniel
      Williams

                	 	 	100,000	 	 	 	51,511	 	 	 	44,946	 
	
                  Harvard
      Developments, Ltd.

                	 	 	2,250,000	 	 	 	1,159,089	 	 	 	1,011,361	 


        

      

    

     

    
      
        
        

      

      
        A-5