Share Exchange Agreement



 EXHIBIT 10.2 
  
 SHARE EXCHANGE AGREEMENT 
  
 This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 1, 2003, by and among Raybor Management Inc., a Delaware
corporation (“Raybor”), American Consumer Publishing Association, Inc., an Oregon corporation (“ACPA”) and Dennis L. Simpson (“Simpson”), Robert G. Couch (“Couch”), David A. Yost (“Yost”), Alan R.
Herson (“Herson”), William S. Strickler (“Strickler”), Stephen A. Pugsely, Sr. (“Pugsley”), Catherine L. Thumler (“Thumler”), Raymond L. Ayala (“Ayala”) and Noel M. Littlefield
(“Littlefield” and who along with Simpson, Couch, Yost, Herson, Strickler, Pugsley, Thumler and Ayala are individually referred to as a “Shareholder and collectively as the “Shareholders”) 
  
 RECITALS 
  
 A. IC Marketing, Inc. a Nevada corporation (“ICM”) sends direct mail magazine subscription offers to the public.
ACPA provides magazine order processing and other administrative services for ICM’s magazine subscription business. Back 2 Backs, Inc., an Oregon corporation (“B2B”) owns and operates four clinics treating lower back pain by means of
spinal decompression technology. Freedom Financial, Inc., an Oregon corporation (“Freedom”) provides equipment lease financing to B2B and other financial services to B2B and to third parties. Raybor is a public shell corporation whose
shares of common stock have been registered under the Securities Exchange Act of 1934, as amended. 
  
 B. B2B’s and Freedom’s businesses are complementary and closely related as are those ACPA and ICM. It would be advantageous to ICM, ACPA, B2B
and Freedom if they were part of the same corporate “family” as such a structure would bring complementary businesses under common control and ownership and at the same time, because B2B’s and Freedom’s businesses, on the one
hand, and ACPA’s and ICM’s, on the other, are quite different and distinct, would provide diversified revenue streams. Raybor would provide a vehicle to raise additional capital on for ICM, ACPA, B2B and Freedom. 
  
 C. Consequently, the Shareholders wish to exchange all of their shares in
ACPA solely for shares of Raybor’s voting common stock and, concurrently with the execution and delivery of this Agreement, ICM and the shareholders of ICM (“ICM Shareholders”), B2B and the shareholders of B2B (“B2B
Shareholders”) and Freedom and the sole shareholder of Freedom (“Freedom Shareholder”), have entered into share exchange agreements (the “Other Agreements”) with Raybor, similar to this Agreement, providing for the exchange
of all the shares of capital stock in each of ICM, B2B and Freedom owned by the ICM Shareholders, the B2B Shareholders and the Freedom Shareholder, respectively, solely for shares of Raybor’s voting common stock. 
  
 D. The Shareholders, the ICM Shareholders, the B2B Shareholders and the
Freedom Shareholder intend, by executing this Agreement and the Other Agreements, to adopt a plan of reorganization within the meaning of section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and to cause the
transactions contemplated hereby and thereby to qualify as a “reorganization” under the provisions of Section 368(a)(1)(B) of the Code. 
  

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 Now, therefore, in consideration of the covenants and representations set forth herein, and for other
good and valuable consideration, the parties agree as follows: 
  
 ARTICLE 1. DEFINITIONS 
  
 As used in this
Agreement, the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa). Certain other terms are defined in the text of this Agreement. 
  
 Section 1.01. Affiliate. “Affiliate” of a Person means any
other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. 
  
 Section 1.02. Employee. “Employee” shall mean any current or former or retired employee, consultant or director of ACPA. 
  
 Section 1.03. Employee Plan “Employee Plan” shall mean any
plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or
remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed
to, or required to be contributed to, by ACPA for the benefit of any Employee, or with respect to which ACPA has or may have any liability or obligation. 
  
 Section 1.05. Employment Agreement. “Employment Agreement” shall mean each management, employment, severance, consulting, relocation,
repatriation, expatriation, visas, work permit or other agreement, contract or understanding between ACPA and any Employee of ACPA. 
  
 Section 1.06. ERISA. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. 
  
 Section 1.07. IRS. “IRS” shall mean the Internal Revenue
Service; 
  
 Section 1.08. Lien. “Lien” means any
mortgage, pledge, lien, charge, claim, security interest, adverse claims of ownership or use, restrictions on transfer, defect of title or other encumbrance of any sort, other than (a) mechanic’s, materialmen’s, and similar liens with
respect to any amounts not yet due and payable, and (b) liens for taxes not yet due and payable. 
  
 Section 1.09. Material Adverse Effect. “Material Adverse Effect” shall mean any adverse change in the business, operations, assets
(including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or of ACPA, as the case may be, which is material to Raybor or to the Shareholders,
as the case may be. 
  
 Section 1.10. Parties or Party.
“Parties” shall mean ACPA, Raybor and the Shareholders and Party shall mean any of ACPA, Raybor and the Shareholders. 
  

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 Section 1.11. Pension Plan “Pension Plan” shall mean an Employee Plan that is an
“employee pension benefit plan” within the meaning of Section 3(2) of ERISA. 
  
 Section 1.12. Person. “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, governmental authority or other entity. 
  
 Section 1.13. Raybor Common Stock. “Raybor Common Stock” means voting Common Stock of Raybor, $0.0001 par value per share. 
  
 Section 1.14. SEC. “SEC” means the United States Shares and Exchange Commission. 
  
 Section 1.15. Tax. “Tax” or, collectively,
“Taxes”, means (a) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use
and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts; (b) any liability for
the payment of any amounts of the type described in clause (a) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg.
section 1.1502-6 or any comparable provision of foreign, state or local law); and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of any express or implied obligation to indemnify any other
person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity. 
  
 ARTICLE 2. EXCHANGE OF SHARES 
  
 Section 2.01 Exchange of Shares; Exchange Ratio. Subject to the terms
of this Agreement and based upon the representations and warranties herein contained, each Shareholder hereby sells, transfers and assigns to Raybor and Raybor hereby purchases and accepts the transfer and assignment, as of and with effect from the
date of this Agreement, the shares of capital stock of ACPA set forth opposite such Shareholder’s name in Schedule 2.01 (“ACPA Shares”) in consideration for the issuance and delivery by Raybor to such Shareholder of Two
Thousand (2,000) shares of Raybor Common Stock (the “Shares”) in exchange for each one (1) ACPA Share transferred by such Shareholder to Raybor. 
  
 Section 2.02. Shareholder Entitlements to Raybor Shares. The total number of Shares to be issued to each of the Shareholders are as follows:

  

	 Shareholder

	  	Total No. of Shares


	 Dennis L. Simpson
	  	2,000,000
	 Robert G. Couch
	  	200,000
	 David A. Yost
	  	200,000
	 Alan R. Herson
	  	200,000
	 William S. Strickler
	  	200,000
	 Stephen A. Pugsley, Sr.
	  	200,000
	 Catherine L. Thumler
	  	50,000

  

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	 Raymond L. Ayala
	  	50,000
	 Noel M. Littlefield
	  	50,000

  
 Section 2.03 Post
Closing Capitalization. The number of issued and outstanding shares of Raybor Common Stock that will be owned by each of the Shareholders, the ICM Shareholders, the B2B Shareholders and the Freedom Shareholder, and the percentage of the total
number of issued and outstanding shares of Raybor Common Stock owned each such Person immediately after the execution and delivery of this Agreement and the Other Agreements shall be as follows: 
  

	 Name

	  	Number of Shares

	 	 	Percentage


	 Dennis L. Simpson
	  	22,095,036	 	 	64.68%
	 Jeffrey D. Hoyal
	  	7,095,036	 	 	20.77%
	 Noreen M. Ackermann
	  	2,006,000	 	 	5.87%
	 Thomas J. Purtzer
	  	600,036	 	 	1.75%
	 Mark D. Peterson
	  	600,036	 	 	1.75%
	 Robert J. Trujillo
	  	600,036	 	 	1.75%
	 Robert G. Couch
	  	200,00059	%	 	.59%
	 Alan R. Herson
	  	200,00059	%	 	.59%
	 David A. Yost
	  	200,00059	%	 	.59%
	 William S. Strickler
	  	200,00059	%	 	.59%
	 Stephen A. Pugsley, Sr.
	  	200,00059	%	 	.59%
	 Catherine L. Thumler
	  	50,00015	%	 	.15%
	 Raymond L. Ayala
	  	50,00015	%	 	.15%
	 Noel M. Littlefield
	  	50,00015	%	 	.15%
	 Rick Plotnikoff
	  	10,000	 	 	.03%
	 	  	
	
	 	

	 Total Shares
	  	34,156,180	 	 	100.00%
	 	  	
	
	 	


  
 Section 2.04.
Closing Deliveries. Concurrently with the execution and delivery of this Agreement, (a) Raybor shall deliver or cause to be delivered to the Shareholders the Shares required to be delivered pursuant to Section 2.01 dated as of the date of this
Agreement and executed for and on behalf of Raybor by a duly authorized officer thereof and (b) the Shareholders shall deliver to Raybor certificates representing all of the ACPA Shares. All such ACPA Share certificates shall be fully transferable
on the books of the ACPA and duly endorsed for transfer to Raybor. 
  
 Section 2.05. Taking of Necessary Action. From time to time after the date of this Agreement, at the request of Raybor and at the expense of Raybor, the Shareholders shall execute and deliver such other instruments of transfer,
conveyance, assignment and confirmation and take such action as Raybor may reasonably determine is necessary to transfer, convey and assign to it, and to confirm its title to or interest in, the ACPA Shares. 
  

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 ARTICLE 3. SHAREHOLDERS’ REPRESENTATIONS, WARRANTIES AND COVENANTS 
  
 Each Shareholder, for himself and herself severally and not jointly, hereby
represents and warrants to Raybor that the statements contained in this Article 3 are true and correct as of the date of this Agreement and covenants with Raybor as follows: 
  
 Section 3.01. Power. Such Shareholder has the sole and exclusive right to transfer to Raybor legal and beneficial
title and ownership of all the ACPA Shares set forth opposite his or her name in Schedule 2.01, and will upon the execution and delivery of this Agreement transfer to Raybor legal and beneficial title to such ACPA Shares, as provided herein,
free and clear of all Liens, except restrictions imposed thereon by applicable federal and state securities laws. Such Shareholder has the legal capacity to enter into this Agreement and all other agreements, documents and instruments executed or to
be executed by him or her as contemplated herein and to carry out the transactions and perform each of his or her obligations provided for herein and therein. 
  

Section 3.02. Due Authorization. Each of this Agreement and the other agreements, documents and instruments to be executed by such Shareholder
in connection with this Agreement constitutes (or will constitute when executed) a legally valid and binding obligation of each of such Shareholder, enforceable against such Shareholder in accordance with its respective terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect, and subject to the availability of equitable remedies. 
  
 Section 3.03 Title to ACPA Shares. Such Shareholder is the sole legal
and beneficial owner of the ACPA Shares set forth opposite his or her name in Schedule 2.01, with good and marketable title to such Shares, free and clear of any and all Liens, except restrictions imposed thereon by applicable federal and
state securities laws. 
  
 Section 3.04 Purchase Entirely for
Own Account . This Agreement is made with such Shareholder in reliance upon such Shareholder’s representation to Raybor, which by such Shareholder’s execution of this Agreement such Shareholder hereby confirms, that the Shares issued
or issuable to such Shareholder will be acquired for investment for such Shareholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Shareholder has no present
intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Shareholder further represents that such Shareholder does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. Each Shareholder understands that the Shares have not been, and will not be, registered under the Securities Act of 1933,
as amend (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the
Shareholders’ representations as expressed herein. 
  
 Section 3.05 Access to Information. Such Shareholder has received and has had full access to all the information that such Shareholder considers necessary or appropriate to make an informed decision with respect to Purchaser’s
investment in the Shares. Such Shareholder 
  

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 acknowledges that Raybor has given such Shareholder the opportunity to ask questions and receive answers from the Raybor
regarding the business, prospects and financial condition of Raybor, ICM, ACPA, B2B and Freedom, and to examine any document, matter or information that such Shareholder considers relevant or appropriate in connection with this investment. To the
extent that such Shareholder has not sought information regarding any particular matter, such Shareholder represents that he or she had no interest in doing so and that such matters are not material to such Shareholder in connection with this
investment. Such Shareholder has accepted the responsibility for conducting his or her own investigation and obtaining for such Shareholder, from the above sources and other sources, such information as to the foregoing and all other subjects as
such Shareholder deems relevant or appropriate in connection with this investment. Without limiting the foregoing, such Shareholder acknowledges that: 
  
 (a) Immediately prior to the transactions contemplated by this Agreement and the Other Agreements, Raybor had no prior operations or revenues and
minimal assets; 
  
 (b) Such Shareholder has received and
read a copy of each of the Other Agreements and the exhibits and schedules attached thereto pursuant to which the ACPA Shareholders, the B2B Shareholders and the Freedom Shareholder have agreed to exchange their shares of capital stock in ACPA, B2B
and Freedom for shares of Common Stock of Raybor; and 
  
 (b) Such Shareholder understands that the historical financial statements of ICM, ACPA, B2B and Freedom are currently being audited by Raybor’s independent public accountants, that it is presently anticipated that there will be
material adjustments made to the financial statements from the unaudited and audited financial statements for such entities previously prepared and that such Shareholder should not rely on such previously prepared financial statements in deciding
whether to enter into this Agreement and invest in the Shares. 
  
 Section 3.06 Investment Experience. Such Shareholder is able to fend for himself or herself, can bear the economic risk of an investment in the Shares, and has such knowledge and experience in financial or business matters that he or
she is capable of evaluating the merits and risks of the investment in the Shares. 
  
 Section 3.07 Restricted Securities. Such Shareholder understands that the Shares he or she is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they
are being acquired from Raybor in a transaction not involving a public offering and that under such laws and applicable regulations the Shares may be resold without registration under the Act, only in certain limited circumstances. In this
connection, such Shareholder represents that he or she is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. Such Shareholder further understands that Raybor has not complied
with the reporting requirements of the Securities Exchange Act of 1934, as amended, during the preceding twelve months and, consequently, SEC Rule 144 is not currently available to such Shareholder and will not be available for resales of the Shares
until Raybor has been in full compliance with such reporting requirements for a period of at least twelve months. 
  
 Section 3.08 No Public Market. Such Shareholder represents that he or she understands that no public market now exists for any of the Shares, that
Raybor has made no assurances that a public 
  

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 market will ever exist for the Shares and that, even if such a public market exists at some future time, Raybor may not
then be satisfying the current reporting requirements of Rule 144. 
  
 Section 3.9 Further Limitations on Disposition. Without in any way limiting the representations set forth above, such Shareholder covenants and agrees not to make any disposition of all or any portion of the Shares unless and until:

  
 (a) There is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 
  
 (b) (i) Such Shareholder shall have notified Raybor of the proposed disposition and shall have furnished Raybor with a detailed statement of the
circumstances surrounding the proposed disposition, and (ii) if reasonably requested by Raybor, such Shareholder shall have furnished Raybor with an opinion of counsel, reasonably satisfactory to Raybor, that such disposition will not require
registration of such Shares under the Securities Act. Notwithstanding the provisions of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by gift, will or intestate succession of
any Shareholder or transferee to his or her spouse or to the siblings, lineal descendants or ancestors of such Shareholder or his or her spouse, in each such case if the transferee agrees in writing to be subject to the terms hereof to the same
extent as if he or she were an original Shareholder hereunder. 
  
 Section 3.10 Legends. Each Shareholder acknowledges and agrees that the certificates evidencing the Shares, and any securities issued in respect thereof or in exchange therefor, may bear one or all of the following legends:

  
 “These securities have not been registered under the
Securities Act of 1933, as amended. They may not be sold, offered for sale, transferred, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or, if reasonably requested by the
issuer, an opinion of counsel satisfactory to the issuer that such registration is not required or unless sold pursuant to Rule 144 of such Act.” 
  
 Section 3.11 Market Standoff. Each Shareholder hereby covenants and agrees that, during the period of duration specified by Raybor and an
underwriter of Common Stock or other securities of Raybor, following the effective date of the first registration statement of Raybor filed under the Securities Act, he or she shall not, to the extent requested by Raybor and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of
Raybor held by such Shareholder at any time during such period except Common Stock included in such registration; provided, however, that such market stand-off time period shall not exceed 180 days. In order to enforce the foregoing covenant, Raybor
may impose stop-transfer instructions with respect to such securities of each Shareholder until the end of such period. 
  
 Section 3.12 Legal Representation. Each Shareholder acknowledges and agrees that (i) legal counsel to Raybor is representing only Raybor in
connection with this Agreement and the transactions contemplated hereby and is not representing such Shareholder and (ii) such 
  

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 Shareholder has been given the opportunity to have his or her own legal counsel represent such Shareholder in connection
with this Agreement and the transactions contemplated hereby and has declined to do so. 
  
 ARTICLE 4. ACPA REPRESENTATIONS AND WARRANTIES 
  
 Subject to such exceptions as are specifically disclosed in the disclosure schedule appended hereto (referencing the appropriate Section numbers) supplied by ACPA to Raybor (the “Disclosure Schedule”), which
exceptions shall be deemed to be representations and warranties under this Agreement, ACPA hereby represents and warrants to Raybor that the statements contained in this Article 4 are true and correct as of the date of this Agreement; provided, that
the representations and warranties made as of a specified date will be true and correct as of such date. 
  
 Section 4.01. Organization, Qualification, and Corporate Power of ACPA. ACPA is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Oregon. ACPA is duly authorized to conduct business and is in good standing under the laws of each other jurisdiction where such qualification is required and in which the failure to so qualify is reasonably
likely to have a Material Adverse Effect on ACPA. ACPA has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. 
  
 Section 4.02. Capitalization of ACPA. The entire authorized capital
stock of ACPA consists of 2,500 shares of Common Stock, One Thousand Five Hundred Seventy Five (1,575) of which are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized, are validly issued,
fully paid, non-assessable and were not issued in violation of any preemptive rights, rights of first refusal, or any similar rights and are held of record by the Shareholders. None of the issued and outstanding shares of capital stock are subject
to any preemptive rights, rights of first refusal, or any similar rights. All of the outstanding shares of capital stock have been offered, issued and sold by ACPA in compliance with applicable federal and state securities laws. There are no
declared or accrued but unpaid dividends with respect to any shares of capital stock of ACPA. ACPA is not obligated under any stock option plan or other plan providing for equity compensation of any Person. There are no options, warrants, calls,
rights, commitments or agreements of any character, written or oral, to which ACPA is a party or by which it is bound obligating ACPA to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any
shares of the capital stock of ACPA or obligating ACPA to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to ACPA. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting
stock of ACPA. 
  
 Section 4.03. No Conflicts. Neither the
execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which ACPA is subject, (b) violate or conflict with any provision of ACPA’s Articles of Incorporation or Bylaws, or (c) conflict with, result in 
  

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 a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice or consent under, any agreement, contract, lease, license, instrument, franchise, permit, mortgage, indenture or other arrangement to which ACPA is a party or by which it is bound or to which any
of its assets are subject (or result in the imposition of any Lien upon any of ACPA’s assets). 
  
 Section 4.04. No Consents Required. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any
governmental authority or any third party, including a party to any agreement with ACPA, is required by or with respect to ACPA in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated
hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws. 
  
 Section 4.05. Tax Matters. 
  
 (a) ACPA has elected pursuant to the Internal Revenue Code of 1986, as
amended (the “Code”) to be treated as a Subchapter S corporation pursuant to Section 1362(a) of the Code. ACPA has not made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting,
depreciation or amortization) that would have a Material Adverse Effect. 
  
 (b) ACPA has timely filed all reports and returns with respect to any Taxes (“Tax Returns”) that it was required to file. All such Tax Returns were correct and complete in all respects so as to avoid
any additional assessments and have been completed in accordance with applicable law and were prepared in accordance with the applicable statutes, rules and regulations. All Taxes owed by ACPA (whether or not shown on any Tax Return) were paid in
full when due or are being contested in good faith and are supported by adequate reserves on the Most Recent Financial Statements. 
  
 (c) ACPA has withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act,
Taxes pursuant to the Federal Unemployment Tax Act, and other Taxes required to be withheld. 
  
 (d) ACPA is not a party to nor has it been notified that it is the subject of any pending, proposed or threatened action, investigation, proceeding, audit, claim or assessment by or before the IRS or any other
governmental authority and no claim for assessment, deficiency or collection of Taxes, or proposed assessment, deficiency or collection from the IRS or any other governmental authority which has not been satisfied, nor does ACPA have any reason to
believe that any such notice will be received in the future. 
  
 (e) ACPA is not currently the beneficiary of any extension of time within which to file any Tax Return, and ACPA has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax
assessment or deficiency. 
  
 (f) There is no dispute,
claim or proposed adjustment concerning any Tax liability of ACPA either (i) claimed or raised by any governmental authority in writing or (ii) based upon personal contact with any agent of such authority. 
  
  

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 (g) No ACPA Tax Returns are currently the subject of audit or examination nor has ACPA been
notified of any request for an audit or examination. 
  
 (h) There are no Liens upon any property or assets of ACPA relating to or attributable to Taxes, except for Liens for taxes not yet due and payable and ACPA has no knowledge of any basis for the assertion of any claim relating or
attributable to Taxes which, if adversely determined, would result in any Encumbrance upon any property or assets of ACPA. 
  
 (i) ACPA has provided to Raybor copies of all federal and state income and all state sales and use Tax Returns for all periods since ACPA’s
incorporation. 
  
 Section 4.06. Title to Properties. ACPA
has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business. All current leases are in full
force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a
default) on the part of ACPA and, to the knowledge ACPA, on the part of any other party thereto. ACPA owns all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its
current and former customers (the “Customer Information”). Other than ACPA and the customers to which such Customer Information relates, no Person possesses any claims or rights with respect to use of the Customer Information. 

 
 Section 4.07. Intellectual Property. ACPA owns or possesses
sufficient legal rights to all patents, trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and proprietary rights and processes (collectively, the “Intellectual Property”) necessary for its business as
now conducted and as proposed to be conducted, without any conflict with, or infringement of, the rights of others. ACPA has not received any communications alleging that it has violated or, by conducting its business as proposed, would violate any
of the patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights or processes of any other Person. 
  
 Section 4.08. Litigation. Section 4.08 of the Disclosure Schedule sets forth each instance in which ACPA (or any of its assets) (a) is subject to
any outstanding injunction, judgment, order, decree, ruling, or charge or (b) is or has been, or, to the knowledge of ACPA, is threatened to be made a party, to any action, suit, proceeding, hearing, arbitration, or investigation of, in, or before
any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. 
  
 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF RAYBOR 
  
 Raybor hereby represents and warrants to the Shareholders, and to each of them individually, that the statements contained in this Article 5 are true and
correct as of the date of this Agreement; provided, that the representations and warranties made as of a specified date will be true and correct as of such date. 
  
 Section 5.01. Organization; Qualification; and Corporate Power. Raybor is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware. Raybor duly authorized to conduct business and is in good standing under the laws of each other 
  

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 jurisdiction where such qualification is required and in which the failure to so qualify is reasonably likely to have a
Material Adverse Effect on Raybor. Raybor has full corporate power and authority, and has all necessary licenses and permits (other than licenses or permits the failure of which to possess would not result in a Material Adverse Effect on Raybor), to
carry on the businesses in which it is engaged and to own and use the properties owned and used by it. 
  
 Section 5.02. Authorization. Raybor has full power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereunder and to perform its obligations hereunder, and no other proceedings on the part of are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement and the transactions contemplated by this
Agreement have been approved by Raybor’s Board of Directors. The consummation of the transactions contemplated by this Agreement does not require the approval or consent of the shareholders of Raybor. This Agreement constitutes the valid and
legally binding obligations of Raybor, enforceable against Raybor in accordance with its terms and conditions, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 
  
 Section 5.03. Capitalization. Immediately prior to the closing of the transactions contemplated by this Agreement, the authorized capital stock of
Raybor consisted of One Hundred Million (100,000,000) shares of Common Stock, $0.0001 par value per share, of which Five Million (5,000,000) shares were issued and outstanding. All of the outstanding shares of Raybor’s capital stock have been
duly authorized and validly issued and are fully paid and nonassessable. The shares of Raybor Common Stock to be issued pursuant to Sections 2.1 of this Agreement will be duly authorized, validly issued, fully paid, non-assessable. 
  
 Section 5.04. No Conflicts. Neither the execution and the delivery of
this Agreement nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Raybor is subject, (b) violate or conflict with any provision of the certificate of incorporation or bylaws of Raybor, or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Raybor is a party or by which it is bound or to which any of
its assets is subject, other than any of the foregoing which would not in the aggregate have a Material Adverse Effect on Raybor or adversely affect the ability of Raybor to consummate the transactions contemplated hereby. 
  
 Section 5.05. Consents. No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with, any governmental authority or any third party, including a party to any agreement with Raybor, is required by or with respect to Raybor in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated by this Agreement, except for (a) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and
state securities laws and (b) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings in which the failure of which to obtain would not in the 
  

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 aggregate have a Material Adverse Effect on Raybor or adversely affect the ability of Raybor to consummate the
transactions contemplated by this Agreement. 
  
 ARTICLE 6.
OTHER AGREEMENTS AND COVENANTS 
  
 Section 6.01.
Confidentiality. Each of the Parties hereby agrees to keep such information or knowledge obtained in any due diligence or other investigation pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions
contemplated hereby, confidential; provided, however, that the foregoing shall not apply to information or knowledge that (a) a party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is
generally known to the public and did not become so known through any violation of law, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources, (e) is required to be disclosed
by order of court or government agency with subpoena powers or (f) which is disclosed in the course of any litigation between any of the Parties. 
  
 Section 6.02. Additional Documents and Further Assurances. Each Party, at the request of another Party, shall execute and deliver such other
instruments and do and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of the transactions contemplated hereby. 
  
 Section 6.03. Treatment as Reorganization. It is intended by the Parties that the transactions contemplated hereby
and by the Other Agreements shall qualify as a “reorganization” within the meaning of section 368(a)(1)(B) of the Code. Notwithstanding the foregoing, no Party makes any representations as to the tax consequences of the transactions
contemplated by this Agreement or the Other Agreements. 
  
 ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 
  
 All representations and warranties set forth in this Agreement, the Disclosure Schedule, or in any certificate or instrument delivered pursuant to this Agreement, shall survive the execution and delivery of this Agreement for a period
ending on the one (1) year anniversary of the execution and delivery of this Agreement. The covenants and other agreements set forth in this Agreement shall terminate at the execution and delivery of this Agreement, except for covenants and other
agreements which by their terms contemplate or require performance following the execution and delivery of this Agreement, each of which shall survive without limitation until complete performance of the terms thereof. 
  
 ARTICLE 8. MISCELLANEOUS 
  
 Section 8.01. No Third Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any Person other than the Parties, and their respective successors and permitted assigns, other than as specifically set forth herein. 
  
 Section 8.02. Entire Agreement and Modifications. This Agreement (including the exhibits hereto) constitutes the
entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject
matter 
  

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 hereof. This Agreement may not be amended except by a written agreement executed by all Parties. 
  
 Section 8.03. Amendment. This Agreement may be amended by the parties
hereto by execution of an instrument in writing signed by or on behalf of each of the parties hereto. 
  
 Section 8.04. Waivers. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any
delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of such right, power, or
privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by all of the other Parties; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. 
  
 Section 8.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. 
  
 Section 8.06. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original
but all of which together will constitute one and the same instrument. 
  
 Section 8.07. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 
  
 Section 8.08. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware. 
  
 Section 8.09. Forum Selection; Consent to Jurisdiction. All disputes arising out of or in connection with this Agreement (other than matters subject to arbitration pursuant to the terms of this Agreement or the other agreements
delivered by the Parties pursuant hereto) shall be solely and exclusively resolved by a court of competent jurisdiction in the State of Oregon. The Parties hereby consent to the jurisdiction of the courts of the State of Oregon and the United States
District Court of the District of Oregon and waive any objections or rights as to inconvenient forum, lack of personal jurisdiction or similar grounds with respect to any dispute relating to this Agreement. 
  

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 Section 8.10. Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction. 
  
 Section 8.11. Expenses. Each Party
will bear its own costs and expenses (including legal and accounting fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. 
  
 Section 8.12. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
The word “including” shall mean including without limitation. 
  
 Section 8.13. Attorneys’ Fees. If any legal proceeding or other action relating to this Agreement is brought or otherwise initiated, the prevailing Party shall be entitled to recover reasonable attorneys fees, costs and
disbursements (in addition to any other relief to which the prevailing Party may be entitled). 
  
 Section 8.14. Further Assurances. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other
acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. 
  
 [Signature page follows] 
  

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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the date first above
written. 
  

	 RAYBOR MANAGEMENT INC.

		
	 By:
	 	 /s/    JEFFREY D.
HOYAL        


	 	 	 Jeffrey D. Hoyal
 President and Chief Executive Officer


  

	 AMERICAN CONSUMER PUBLISHING ASSOCIATION,
INC.

		
	 By:
	 	 /s/    DENNIS L.
SIMPSON        


	 	 	 Dennis L. Simpson
 President


  

	
	/s/    DENNIS L. SIMPSON        
	

	Dennis L. Simpson

  

	
	/s/    ROBERT G. COUCH        
	

	Robert G. Couch

  

	
	/s/    DAVID A. YOST        
	

	David A. Yost

  

	
	/s/    ALAN R. HERSON        
	

	Alan R. Herson

  

	
	/s/    WILLIAM S. STRICKLER        
	

	William S. Strickler

  

	
	/s/    STEPHEN A. PUGSLEY, SR.         
	

	Stephen A. Pugsley, Sr.

  

	
	/s/    CATHERINE L. THUMLER        
	

	Catherine L. Thumler

  

	
	/s/    RAYMOND L. AYALA        
	

	Raymond L. Ayala

  

	
	/s/    NOEL M. LITTLEFIELD         
	

	Noel M. Littlefield

  

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