“**Affiliate**” means any one or more Person controlling, controlled by or under common controlwith any other Person or their affiliate.“**Applicable Law”**means any domestic or foreign law, statute, regulation, rule, policy,guideline or ordinance applicable to the businesses of the Parties, the Share Exchange and/or theParties.“**Business Day**” shall mean any day, excluding Saturday, Sunday and any other day on whichnational banks located in New York, New York shall be closed for business.“**CJVE Common Stock”**means the 5,000,000 Common Shares, $0.01 par value per share, of CJVEauthorized pursuant to its certificate of incorporation, as amended, through the Closing Date.“**CJVE Common Stockholders**” means the collective reference to the holders of CJVE Common Stock.**“CJVE Convertible Noteholders”**means the collective reference to **CCN**, **LCCC**, and **MKM,**theholders of the CJVE Convertible Notes.**“CJVE Convertible Notes”**shall mean all of the CJVE Convertible Promissory Notes issued andoutstanding at the Closing Date, all of which are listed on Schedule 2.11 attached hereto.**“CJVE Newman Note”**shall mean the CJVE non-convertible note issued by CJVE to Peter Newman,outstanding at the Closing Date, and described in Schedule 2.11 attached hereto.“**CJVE Options**” shall mean options to purchase an aggregate of up to 739,835 shares of CJVECommon Stock that are outstanding as at the Closing Date and are being exchanged for an equalnumber of PETX options.“**CJVE Preferred Stock**” shall mean the 2,000,000 shares of preferred stock, par value $0.001per share, authorized for issuance under the CJVE Certificate of Incorporation, and designated asNew Series A Redeemable Convertible Preferred Stock.“**CJVE Stockholder Parties**” shall mean the collective reference to the CJVE PrincipalStockholders and the Additional CJVE Stockholders.“**CJVE Security Holders**” shall mean the CJVE Stockholder Parties, the CJVE ConvertibleNoteholders, Newman, and the holders of the CJVE Options and the CJVE Warrants.“**CJVE Warrants**” shall mean the following warrants that are outstanding as at the Closing Date,and are being exchanged for Exchange Warrants of PETX as provided hereunder (i) the Vision Warrantand (ii) the other issued and outstanding CJVE Warrants to purchase 69,085 shares of CJVE CommonStock.“**Closing Date**” shall mean the date upon which the Share Exchange shall be consummated.“**Exchange Act”**means the Securities Exchange Act of 1934, as amended.“**Exchange Notes**” shall mean aggregate principal amount of $350,000 of 6% Convertible Notes ofPETX, which shall have the same terms the terms of the 6% Convertible Notes issued by PETX pursuantto the Loan Agreement.
 
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“**Exchange Shares**” shall mean the collective reference to the shares of **PETX Common Stock**to beissued to the **CJVE Stockholder Parties**on the Closing Date.“**Exchange Warrants**” shall mean warrants to purchase shares of PETX issued to the holders ofCJVE Warrants as provided in Section 1.1(d) hereof, including (i) the Vision Warrant, and (ii) thewarrants being issued to all holders of CJVE Warrants other than Vision, which shall have the sameterms as the warrants issued by PETX pursuant to the Loan Agreement.“**GAAP**” means generally accepted accounting principles in the United States of America aspromulgated by the American Institute of Certified Public Accountants and the Financial AccountingStandards Board or any successor Institutes concerning the treatment of any accounting matter.“**Knowledge**” means the knowledge after reasonable inquiry.“**Lien**” means, with respect to any property or asset, any mortgage, lien, pledge, charge,security interest, encumbrance or other adverse claim of any kind in respect of such property orasset.“**Material Adverse Effect**” with respect to any entity or group of entities means any event,change or effect that has or would have a materially adverse effect on the financial condition,business or results of operations of such entity or group of entities, taken as a consolidatedwhole.“**Person**” means any individual, corporation, partnership, trust or unincorporated organizationor a government or any agency or political subdivision thereof.“**PETX Common Stock**” shall mean the 100,000,000 shares of common stock of PETX, $0.001 parvalue per share, authorized pursuant to the Articles of Incorporation of PETX, as amended throughthe Closing Date.“**PETX Fully-Diluted Common Stock**” means the maximum number of shares of PETX Common Stock thatare issued and outstanding immediately after the Closing (but prior to the consummation of the LoanTransaction), ***after giving effect to***the following transactions described in Article One of thisAgreement:(a) the return to the treasury of PETX for cancellation that number of shares of PETX CommonStock owned by the PETX Principal Stockholder as is specified in Section 1.1 hereof, such thatthere shall be 700,000 shares of PETX Common Stock outstanding on the Closing Date;(b) the issuance of all 2,235,112 Exchange Shares to the CJVE Stockholder Parties on theClosing Date;(c) the issuance of up to 87,500 shares of PETX Common Stock that are issuable upon conversionof all Exchange Notes issued to the CJVE Noteholders on the Closing Date;(d) the issuance of up to 69,085 shares of PETX Common Stock that are issuable upon theexercise of all warrants to purchase PETX Common Stock that are exchanged for warrants to purchaseshares of CJVE Common Stock hereunder on the Closing Date;(e) the issuance of up to 739,835 shares of PETX Common Stock that are issuable upon theexercise of all options granted on or after the Closing Date, as provided herein, in exchange foroptions to purchase an aggregate of up to 739,835 shares of CJVE Common Stock that are outstandingas at the Closing Date.
 
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“**PETX Securities**” shall mean the Exchange Shares, the Exchange Notes, the Exchange Warrants,the note issued in exchange for the CJVE Newman Note, the options issued in exchange for the CJVEOptions and the PETX Common Stock issuable upon exercise of such options and warrants andconversion of the Exchange Notes.“**Securities Act**” shall mean the Securities Act of 1933, as amended.“**Tax**” (and, with correlative meaning, “**Taxes**” and “**Taxable**”) means:(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, advalorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax,employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmentalor windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other likeassessment or charge of any kind whatsoever together with any interest or any penalty, addition totax or additional amount imposed with respect thereto by any governmental or Tax authorityresponsible for the imposition of any such tax (domestic or foreign), and(ii) any liability for the payment of any amounts of the type described in clause (i) above asa result of being a member of an affiliated, consolidated, combined or unitary group for anyTaxable period, and(iii) any liability for the payment of any amounts of the type described in clauses (i) or(ii) above as a result of any express or implied obligation to indemnify any other person.“**Tax Return**” means any return, declaration, form, claim for refund or information return orstatement relating to Taxes, including any schedule or attachment thereto, and including anyamendment thereof.“**Vision Warrant**” is the CJVE Warrant held by Vision at the Closing Date hereof.**ARTICLE 1**