EXHIBIT 10.1



  


Execution
Copy


 


STOCK
EXCHANGE AGREEMENT


 


by
and among


 


PF
HOSPITALITY GROUP, INC.,


 


a
Nevada Corporation


 


and


 


EXO:EXO,
INC.,


 


A
Wyoming corporation


 


and


 


SLOANE
MCCOMB, AS THE SOLE SHAREHOLDER of EXO:EXO, INC.


 


Dated
as of December 16, 2015


 




    	 



    	 



    


 


TABLE
OF CONTENTS


 


	 	PAGE
	ARTICLE
    I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF EXO AND SHAREHOLDER	1
	Section
    1.01	Incorporation.	1
	Section
    1.02	Authorized
    Shares and Capital.	2
	Section
    1.03	Subsidiaries	2
	Section
    1.04	Financial
    Statements.	2
	Section
    1.05	Information	3
	Section
    1.06	Options
    or Warrants	3
	Section
    1.07	Absence
    of Certain Changes or Events	3
	Section
    1.08	Litigation
    and Proceedings	4
	Section
    1.09	Contracts.	4
	Section
    1.10	Compliance
    With Laws and Regulations	4
	Section
    1.11	Approval
    of Agreement	4
	Section
    1.12	EXO
    Deliveries	4
	Section
    1.13	Valid
    Obligation	5
	Section
    1.14	Investment
    Representations	5
	 	 
	ARTICLE
    II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PFH	8
	Section
    2.01	Organization	8
	Section
    2.02	Capitalization	8
	Section
    2.03	Subsidiaries
    and Predecessor Corporations	8
	Section
    2.04	Information	8
	Section
    2.05	Options
    or Warrants	8
	Section
    2.06	Absence
    of Certain Changes or Events	8
	Section
    2.07	Litigation
    and Proceedings	9
	Section
    2.08	No
    Conflict With Other Instruments	10
	Section
    2.09	Compliance
    With Laws and Regulations	10
	Section
    2.10	Approval
    of Agreement	10
	Section
    2.11	Material
    Transactions or Affiliations	10
	Section
    2.12	PFH
    Deliveries	10
	Section
    2.13	Bank
    Accounts; Power of Attorney	10
	Section
    2.14	Valid
    Obligation.	10
	 	 
	ARTICLE
    III SHARE EXCHANGE 	11
	Section
    3.01	The
    Exchange.	11
	Section
    3.02	Consideration	11
	Section
    3.03	Closing	13
	Section
    3.04	Closing
    Events	13
	Section
    3.05	Termination	13
	 	 
	ARTICLE
    IV SPECIAL COVENANTS	13
	Section
    4.01	Access
    to Properties and Records	13
	Section
    4.02	Delivery
    of Books and Records	13
	Section
    4.03	Third
    Party Consents and Certificates	13
	Section
    4.04	Actions
    Prior to Closing	13
	Section
    4.05	Indemnification.	15
	Section
    4.06	No
    Solicitation	15
	Section
    4.07	Additional
    Deliverables at Closing	16



 






    	 



    	 



    

 


	ARTICLE
    V CONDITIONS PRECEDENT TO OBLIGATIONS OF PFH	16
	Section
    5.01	Accuracy
    of Representations and Performance of Covenants	16
	Section
    5.02	Officer’s
    Certificate	16
	Section
    5.03	Approval
    by Shareholder	16
	Section
    5.04	No
    Governmental Prohibition	16
	Section
    5.05	Consents	16
	Section
    5.06	Approval
    by PFH Board of Directors	17
	Section
    5.07	Other
    Items.	17
	 	 
	ARTICLE
    VI CONDITIONS PRECEDENT TO OBLIGATIONS OF EXO AND SHAREHOLDER	17
	Section
    6.01	Accuracy
    of Representations and Performance of Covenants	17
	Section
    6.02	Officer’s
    Certificate	17
	Section
    6.03	Good
    Standing	18
	Section
    6.04	No
    Governmental Prohibition	18
	Section
    6.05	Approval
    by PFH Board of Directors	18
	Section
    6.06	Consents	18
	Section
    6.07	Other
    Items	18
	 	 
	ARTICLE
    VII MISCELLANEOUS	18
	Section
    7.01	Brokers	18
	Section
    7.02	Governing
    Law	18
	Section
    7.03	Notices	19
	Section
    7.04	Attorney’s
    Fees	19
	Section
    7.05	Confidentiality	19
	Section
    7.06	Public
    Announcements and Filings	19
	Section
    7.07	Third
    Party Beneficiaries	19
	Section
    7.08	Expenses	20
	Section
    7.09	Entire
    Agreement	20
	Section
    7.10	Survival;
    Termination	20
	Section
    7.11	Counterparts	20
	Section
    7.12	Amendment
    or Waiver	20
	Section
    7.13	Reasonable
    Best Efforts	20


 




    	 



    	 



    


 


STOCK
EXCHANGE AGREEMENT


 


THIS
STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 16th
day of December 2015, by and between PF Hospitality Group, Inc., a Nevada corporation (“PFH”), EXO:EXO, Inc., a Wyoming
corporation (“EXO”), and the Sloane McComb as the sole shareholder of EXO (“Shareholder”), upon the following
premises:


 


Premises


 


WHEREAS,
PFH is a corporation organized under the laws of the State of Nevada;


 


WHEREAS,
EXO is a privately-held company organized under the laws of the State of Wyoming;


 


WHEREAS,
the Shareholder is a natural person resident in Florida, and owns all of the issued and outstanding shares of EXO representing
a 100% interest in EXO (the “Shares”);


 


WHEREAS,
PFH agrees to acquire the Shares from Shareholder in exchange for (i) the issuance of 500,000 shares of PFH’s Common Stock
par value $0.001; and (ii) the sum of $25,000; (iii) the repayment of the EXO Credit Card (as defined below) in an amount not
to exceed $20,000; (iv) the payment of certain sales taxes not to exceed $1,500; (v) additional business financing in the amount
of $50,000, and (iv) possibly the Contingent Consideration (as defined below), in each case subject to the terms and conditions
as set forth herein;


 


WHEREAS,
in the 6 months following the Closing (as defined below) PFH has agreed to invest $50,000 into EXO towards inventory, marketing
and working capital;


 


WHEREAS,
on the Closing Date, the Shareholder will become a shareholder of PFH; and


 


WHEREAS,
for Federal income tax purposes, it is intended that the Exchange qualify as a reorganization under the provisions of Section
368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and
the mutual benefits to the parties to be derived, and intending to be legally bound hereby, it is hereby agreed as follows:


 


ARTICLE
I

REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF EXO AND SHAREHOLDER


 


As
an inducement to, and to obtain the reliance of PFH, EXO and Shareholder represent and warrant as of the Closing Date (as hereinafter
defined), as follows:


 


Section
1.01 Incorporation. EXO is a company duly organized, validly existing, and in good standing under the laws of the State
of Wyoming and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of
public authorities to carry on its business in all material respects as it is now being conducted. EXO has provided to PFH a complete
and correct copy of the Articles of Incorporation of EXO as in effect on the date hereof. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby will not, violate any provision of EXO’s Articles
of Incorporation. EXO has taken all actions required by law, its Articles of Incorporation, or otherwise to authorize the execution
and delivery of this Agreement. EXO has full power, authority, and legal capacity and has taken all action required by law, its
Articles of Incorporation, and otherwise to consummate the transactions herein contemplated.


 




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Section
1.02 Authorized Shares and Capital. The authorized number of common shares with no par value of EXO is 1,000 shares with
250 shares issued and outstanding. The Shareholder owns all of the issued and outstanding shares of EXO representing a 100% interest
in EXO. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the
preemptive or other rights of any person.


 


Section
1.03 Subsidiaries. EXO does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other
corporation.


 


Section
1.04Financial Statements.


 


(a)Shareholder
has provided to PFH (i) the unaudited consolidated balance sheet of EXO and the related consolidated statements of operations,
equity and cash flows of EXO for the year ended December 31, 2014, together with the notes and schedules thereto and (ii) the
unaudited consolidated balance sheet of EXO as of September 30, 2015 and the related consolidated statements of operations, equity
and cash flows of EXO for the nine (9) months ended September 30, 2015.


 


(b)All
such financial statements have been prepared in accordance with cash basis accounting consistently applied throughout the periods
involved. The EXO balance sheets are true and accurate and present fairly as of their respective dates the financial condition
of EXO. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, EXO had no liabilities
or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance
with cash basis accounting, and all assets reflected therein are properly reported and present fairly the value of the assets
of EXO, in accordance with cash basis accounting. The statements of operations, stockholders’ equity and cash flows reflect
fairly the information required to be set forth therein by cash basis accounting.


 


(c)EXO
has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all
taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental
fees or taxation and EXO has made any and all proper declarations and returns for taxation purposes and all information contained
in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements
for all Governmental fees and taxation.


 


(d)The
books and records, financial and otherwise, of EXO are in all material aspects complete and correct and have been maintained in
accordance with good business and accounting practices.


 


(e)All
of EXO’s assets are reflected on its financial statements, and, except as set forth in the financial statements of EXO or
the notes thereto, and for sales and other taxes presently being calculated, EXO has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise.


 




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Section
1.05 Information. The information concerning EXO set forth in this Agreement is substantially complete and accurate in
all material respects and does not contain any untrue statement of a material fact or omit a material fact required to make the
statements made not misleading. In addition, to the knowledge and belief of Shareholder and management, EXO has fully and reasonably
disclosed in writing to PFH (through this Agreement) all information relating to matters involving EXO or its assets, or its present
or past operations or activities, that (i) may indicate the existence of liability greater than $5,000, or (ii) may lead to a
material adverse effect on EXO, its assets, or its operations or activities as presently conducted.


 


Section
1.06 Options or Warrants . There are no existing options, warrants, calls, or commitments of any character relating to
the authorized and unissued stock of EXO.


 


Section
1.07 Absence of Certain Changes or Events . Since December 31, 2014 or such other date as provided for herein:


 


(a)there
has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise)
of EXO;


 


(b)EXO
has not (i) amended its Articles of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends
or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem,
any of its shares; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any
other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of
any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or employees; and


 


(c)EXO
has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities
calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course
of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or
agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement.


 


Section
1.08 Litigation and Proceedings . To the knowledge and belief of Shareholder and management, there are no actions, suits,
proceedings, or investigations pending or threatened by or against EXO or affecting EXO or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. EXO
does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default.


 




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Section
1.09Contracts.


 


(a)All
“material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which EXO
is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the
ordinary course of business have been provided to PFH by EXO. A “material” contract, agreement, franchise, license
agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of
this Agreement or (ii) involves aggregate obligations of at least $50,000;


 


(b)All
contracts, agreements, franchises, license agreements, and other commitments to which EXO is a party or by which its properties
are bound and which are material to the operations of EXO taken as a whole are valid and enforceable by EXO in all respects, except
as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and


 


(c)EXO
is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture
relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement
with any present or former officer or director of EXO. To the extent any trade account or other unidentified corporate obligation
of EXO relies upon the personal guarantee of the Shareholder, then immediately upon Closing, PFH shall act to remove Shareholder
from any and all financial obligations arising from the activities of EXO, or failing that, PFH hereby indemnifies Shareholder
on a continuing basis for any claim or liability arising from Shareholder undertaking such corporate guarantee on behalf of EXO.


 


Section
1.10 Compliance With Laws and Regulations. To the knowledge and belief of Shareholder and management, EXO has complied
with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to
the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition
of EXO or except to the extent that noncompliance would not result in the occurrence of any material liability for EXO.


 


Section
1.11 Approval of Agreement . This Agreement has been duly and validly authorized and executed and delivered on behalf of
EXO and the Shareholder, and this Agreement constitutes a valid and binding agreement of EXO and the Shareholder enforceable in
accordance with its terms.


 


Section
1.12 EXO Deliveries . EXO has delivered to PFH the following items as of the date of execution of this Agreement, all certified
by the chief executive officer of EXO as complete, true, and correct as of the date of this Agreement in all material respects:


 


(a)complete
and correct copies of the Articles of Incorporation of EXO in effect as of the date of this Agreement;


 


(b)the
financial statements of EXO identified in paragraph 1.04(a); and


 


(c)a
description of any material adverse change in the business, operations, property, inventory, assets, or condition of EXO since
December 31, 2014, required to be provided pursuant to section 1.07 hereof.


 




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EXO
shall cause the instruments and data delivered to PFH hereunder to be promptly updated after the date hereof up to and including
the Closing Date.


 


Section
1.13 Valid Obligation . This Agreement and all agreements and other documents executed by EXO in connection herewith constitute
the valid and binding obligations of EXO and Shareholder, enforceable in accordance with its or their terms, except as may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before
which any proceeding therefore may be brought.


 


Section
1.14 Investment Representations. 


 


(a)Investment
Purpose. As of the date hereof, Shareholder understands and agrees that the consummation of this Agreement including the delivery
of the Exchange Consideration to Shareholder in exchange for the EXO Shares as contemplated hereby constitutes the offer and sale
of securities under the Securities Act of 1933, as amended (the “Securities Act “) and applicable state statutes and
that the PFH Shares are being acquired for Shareholder’s own account and not with a present view towards the public sale
or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; and Shareholder
acknowledges and agrees that the Exchange Consideration received by such Shareholder shall be restricted as to resale or disposition
for a period of twelve months from the Closing.


 


(b)Accredited
Investor Status. Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


(c)Reliance
on Exemptions. Shareholder understands that the Exchange Consideration is being offered and sold to Shareholder in reliance
upon specific exemptions from the registration requirements of United States federal and state securities laws and that PFH is
relying upon the truth and accuracy of, and such Shareholder’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Shareholder set forth herein in order to determine the availability of such exemptions
and the eligibility of such Shareholder to acquire the Exchange Consideration.


 


(d)Information.
Shareholder and her advisors, if any, have been furnished with all materials relating to the business, finances and operations
of PFH and materials relating to the offer and sale of the Exchange Consideration which have been requested by Shareholder or
its advisors. Shareholder and her advisors, if any, have been afforded the opportunity to ask questions of PFH. Notwithstanding
the foregoing, PFH has not disclosed to any Shareholder any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to any Shareholder. Shareholder
understands that her investment in the Exchange Consideration involves a significant degree of risk. Shareholder is not aware
of any facts that may constitute a breach of any of PFH’s representations and warranties made herein.


 


(e)Governmental
Review. Shareholder understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Exchange Consideration.


 




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(f)Transfer
or Re-sale. Each Shareholder understands that (i) the sale or re-sale of the Exchange Consideration has not been and is not
being registered under the Securities Act or any applicable state securities laws, and the Exchange Consideration may not be transferred
unless (a) the Exchange Consideration is sold pursuant to an effective registration statement under the Securities Act, (b) Shareholder
shall have delivered to PFH, at the cost of such Shareholder, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that the Exchange Consideration to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by PFH, (c) the Exchange
Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act
(or a successor rule) (“Rule 144”)) of any Shareholder who agrees to sell or otherwise transfer the Exchange Consideration
only in accordance with this Section and who is an Accredited Investor, (d) the Exchange Consideration is sold pursuant to Rule
144, or (e) the Exchange Consideration is sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation
S”), and Shareholder shall have delivered to PFH, at the cost of such Shareholder, an opinion of counsel that shall be in
form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by PFH;
(ii) any sale of such Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any re-sale of such Exchange Consideration under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities
Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder;
and (iii) neither PFH nor any other person is under any obligation to register such Exchange Consideration under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding
the foregoing or anything else contained herein to the contrary, the Exchange Consideration may be pledged as collateral in connection
with a bona fide margin account or other lending arrangement.


 


(g)Legends.
Shareholder acknowledges that the Exchange Shares must be held and may not be sold, transferred, or otherwise disposed of for
value unless they are subsequently registered under the “Securities Act, or an exemption from such registration is available;
PFH is under no obligation to register the Exchange Shares under the Securities Act or under section 12 of the Securities Exchange
Act of 1934, as amended, except as may be expressly agreed to by it in writing; if Rule 144 promulgated under the Securities Act
(“Rule 144”) is available, and no assurance is given that it will be, initially only routine sales of the Exchange
Shares in limited amounts can be made in reliance on Rule 144 in accordance with the terms and conditions of that Rule; PFH is
under no obligation to Shareholder to make Rule 144 available, except as may be expressly agreed to by it in writing; in the event
Rule 144 is not available, compliance with some other exemption may be required before Shareholder can sell, transfer, or otherwise
dispose of the Exchange Shares without registration under the Securities Act; PFH’s registrar and transfer agent will maintain
a stop transfer order against the registration of transfer of the Exchange Shares; and the certificate(s) representing the Exchange
Shares will bear a legend in substantially the following form so restricting the sale of the Exchange Shares:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




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The
legend set forth above shall be removed and PFH shall issue a certificate without such legend to the holder of any Exchange Share
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the Exchange Shares are registered
for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144
or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold,
or (b) such holder provides PFH with an opinion of counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or transfer of such Exchange Shares may be made without registration
under the Securities Act, which opinion shall be accepted by PFH so that the sale or transfer is effected. Shareholder agrees
to sell all Exchange Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any.


 


(h)Residency.
Shareholder is a resident of Florida.


 


(i)No
“Bad Actor” Disqualification. EXO has exercised reasonable care, in accordance with Securities and Exchange Commission
rules and guidance, to determine whether any Covered Person (defined below) is subject to any of the “bad actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (“Disqualification Events”). To EXO’s knowledge,
no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3)
under the Securities Act. EXO has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under
the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including
EXO; any predecessor or Affiliate of EXO; any director, executive officer, other officer participating in the Exchange, general
partner or managing member of EXO; any beneficial owner of 20% or more of EXO’s outstanding voting equity securities, calculated
on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with EXO in any capacity
at the time of the Exchange; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation
of purchasers in connection with the Exchange (a “Solicitor”), any general partner or managing member of any Solicitor,
and any director, executive officer or other officer participating in the Exchange of any Solicitor or general partner or managing
member of any Solicitor.


 




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ARTICLE
II

REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF PFH 


 


As
an inducement to, and to obtain the reliance of EXO and Shareholder, PFH represents and warrants, as of the date hereof and as
of the Closing Date, as follows:


 


Section
2.01 Organization. PFH is a corporation duly organized, validly existing, and in good standing under the laws of the State
of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of
public authorities to carry on its business in all material respects as it is now being conducted. PFH has provided to EXO complete
and correct copies of the certificate of incorporation and bylaws of PFH as in effect on the date hereof. The execution and delivery
of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of PFH’s
certificate of incorporation or bylaws. PFH has taken all action required by law, its certificate of incorporation, its bylaws,
or otherwise to authorize the execution and delivery of this Agreement, and PFH has full power, authority, and legal right and
has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein
contemplated.


 


Section
2.02 Capitalization. PFH’s authorized capitalization consists of 520,000,000 shares of common stock, par value $0.001
per share (“PFH Common Stock”). All issued and outstanding shares are legally issued, fully paid, and non-assessable
and not issued in violation of the preemptive or other rights of any person.


 


Section
2.03 Subsidiaries and Predecessor Corporations. PFH does not have any predecessor corporation(s), no subsidiaries, and
does not own, beneficially or of record, any shares of any other corporation.


 


Section
2.04 Information. The information concerning PFH set forth in this Agreement is complete and accurate in all material respects
and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not misleading. In addition, PFH has fully disclosed in writing
to Shareholder (through this Agreement) all information relating to matters involving PFH or its assets or its present or past
operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $50,000 liability,
(ii) have led or may lead to a competitive disadvantage on the part of PFH or (iii) either alone or in aggregation with other
information covered by this Section, otherwise have led or may lead to a material adverse effect on PFH, its assets, or its operations
or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to,
information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.


 


Section
2.05 Options or Warrants. There are no options, warrants, convertible securities, subscriptions, stock appreciation rights,
phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of
any character issued or authorized by PFH relating to the issued or unissued capital stock of PFH (including, without limitation,
rights the value of which is determined with reference to the capital stock or other securities of PFH) or obligating PFH to issue
or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests
in, PFH. There are no outstanding contractual obligations of PFH to repurchase, redeem or otherwise acquire any shares of PFH
Common Stock of PFH or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any person.


 


Section
2.06 Absence of Certain Changes or Events. Since December 31, 2014:


 


(a)there
has not been (i) any material adverse change in the business, operations, properties, assets or condition of PFH or (ii) any damage,
destruction or loss to PFH (whether or not covered by insurance) materially and adversely affecting the business, operations,
properties, assets or condition of PFH;


 




    	- 8 -



    	 



    


 


(b)PFH
has not (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or
agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased
or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate
are outside of the ordinary course of business or material considering the business of PFH; (iv) made any material change in its
method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course
of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance
or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become
payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or
(viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee
benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;


 


(c)PFH
has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or
agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or
shown on the most recent PFH balance sheet and current liabilities incurred since that date in the ordinary course of business
and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the
transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights
(except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000),
or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than
$1,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such
amendment or termination is material, considering the business of PFH; or (vi) issued, delivered or agreed to issue or deliver,
any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock),
except in connection with this Agreement; and


 


(d)to
its knowledge, PFH has not become subject to any law or regulation which materially and adversely affects, or in the future, may
adversely affect, the business, operations, properties, assets or condition of PFH.


 


Section
2.07 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge
of PFH after reasonable investigation, threatened by or against PFH or affecting PFH or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. PFH has
no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation
of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would
result in the discovery of such default.


 




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Section
2.08 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate
or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which PFH is a party
or to which any of its assets, properties or operations are subject.


 


Section
2.09 Compliance With Laws and Regulations. PFH has complied with all United States federal, state or local or any applicable
foreign statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other applicable requirement or rule of
law (a “Law”) applicable to PFH and the operation of its business. This compliance includes, but is not limited to,
the filing of all reports to date with federal and state securities authorities.


 


Section
2.10 Approval of Agreement. The Board of Directors of PFH has authorized the execution and delivery of this Agreement by
PFH and has approved this Agreement and the transactions contemplated hereby.


 


Section
2.11 Material Transactions or Affiliations. Except as provided to EXO, there exists no contract, agreement or arrangement
between PFH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director,
or person owning of record or known by PFH to own beneficially, 5% or more of the issued and outstanding common stock of PFH and
which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the
date hereof. Neither any officer, director, nor 5% Shareholder of PFH has, or has had since inception of PFH, any known interest,
direct or indirect, in any such transaction with PFH which was material to the business of PFH. PFH has no commitment, whether
written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.


 


Section
2.12 PFH Deliveries. PFH has delivered to EXO the following items, all certified by the chief executive officer of PFH
to be complete, true, and accurate in all material respects as of the date of this Agreement.


 


(a)complete
and accurate copies of the certificate of incorporation and bylaws of PFH as in effect as of the date of this Agreement; and


 


(b)a
description of any material adverse change in the business, operations, property, inventory, assets, or condition of PFH since
December 31, 2014, required to be provided pursuant to section 2.06 hereof.


 


PFH
shall cause the instruments and data delivered to EXO hereunder to be promptly updated after the date hereof up to and including
the Closing Date.


 


Section
2.13 Bank Accounts; Power of Attorney. PFH has provided to EXO a true and complete list of (a) all accounts with banks,
money market mutual funds or securities or other financial institutions maintained by PFH within the past twelve (12) months,
the account numbers thereof, and all persons authorized to sign or act on behalf of PFH, (b) all safe deposit boxes and other
similar custodial arrangements maintained by PFH within the past twelve (12) months, (c) the check ledger for the last 12 months,
and (d) the names of all persons holding powers of attorney from PFH or who are otherwise authorized to act on behalf of PFH with
respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.


 


Section
2.14 Valid Obligation. This Agreement and all agreements and other documents executed by PFH in connection herewith constitute
the valid and binding obligation of PFH, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the
qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.


 




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ARTICLE
III

SHARE EXCHANGE 


 


Section
3.01 The Exchange. 


 


(a)On
the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.04), Shareholder
shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims
of any kind, nature, or description, the Shares; the objective of such purchase (the “Exchange”) being the acquisition
by PFH of not less than 100% of the issued and outstanding shares of EXO.


 


(b)At
the Closing, Shareholder shall, on surrender of her certificate(s) representing the Shares to PFH or its registrar or transfer
agent, be entitled to receive a certificate or certificates evidencing her ownership of the Exchange Shares.


 


(c)Upon
consummation of the transaction contemplated herein, the Shares, representing all of the issued and outstanding shares of EXO,
shall be held by PFH.


 


Section
3.02 Consideration


 


(a)
The consideration payable to the Shareholder for the Shares shall be the sum of the following (collectively, the “Exchange
Consideration”):


 


(i)500,000
shares of PFH’s common stock (the “Exchange Shares”), plus


 


(ii)$25,000;
plus


 


(iii)the
payment by PFH at Closing of up to $1,500 due to any governmental authority for sales taxes of EXO that may be due or past due
as of the Closing, with any amounts due or past due in excess of such amount being deducted from the Exchange Consideration and
paid to the applicable governmental authorities at Closing; plus


 


(iv)the
repayment by PFH at Closing of the credit card with account number XXXX-XXXXXX-X2007 (the “EXO Credit Card”), provided,
however, that PFH shall not be obligated to pay an amount in excess of $20,000 pursuant to this Section 3.02(a)(iv); plus


 


(v)such
additional amounts as may be payable pursuant to Section 3.02(b), subject to the limitations set forth in Section 3.02(c).


 


(b)In
addition to the Exchange Consideration payable to Shareholder pursuant to Section 3.02(a), PFH shall pay to Shareholder the following
amounts, as and when due pursuant to the provisions below, which, if paid, shall constitute a part of the Exchange Consideration
for all purposes hereunder (the “Contingent Consideration”):


 


(i)In
the event that EXO, standing alone and apart from PFH (the “EXO Division”), attains Gross Sales (as defined below)
of at least $250,000 but less than $500,000 in any calendar year following the Closing, an additional 100,000 shares of PFH’s
common stock shall be issued to Shareholder;


 




    	- 11 -



    	 



    


 


(ii)In
the event that the EXO Division attains Gross Sales of at least $500,000 but less $750,000 in any calendar year following the
Closing, an additional 150,000 shares of PFH’s common stock shall be issued to Shareholder;


 


(iii)In
the event that the EXO Division attains Gross Sales of at least $750,000 but less $1,000,000 in any calendar year following the
Closing, an additional 200,000 shares of PFH’s common stock shall be issued to Shareholder; and


 


(iv)In
the event that the EXO Division attains Gross Sales of at least $1,000,000 in any calendar year following the Closing, an additional
250,000 shares of PFH’s common stock shall be issued to Shareholder.


 


(c)“Gross
Sales” means sales of products or services by EXO for which EXO actually receives payment for from applicable third party
customers during or within 90 days of the end of the applicable calendar year. Any additional shares of PFH Common Stock issued
pursuant to Section 3.02(b) shall constitute a part of the Exchange Consideration for all purposes hereunder The issuance of any
shares pursuant to Section 3.02(b) shall be contingent on Shareholder remaining employed with PFH for the full calendar year for
which any issuance may otherwise be due, provided however, if annual performance goal is met prior to separation from EXO, such
Contingent Consideration shall be due and payable. A maximum of 700,000 additional shares of PFH’s common stock may be issued
pursuant to Section 3.20(b), and once such number of shares of PFH’s common stock is issued, Section 3.02(b) shall cease
to be operative. For the avoidance of doubt, each additional issuance under each of Subsections 3.02(b)(i) through (iv) shall
only be issued once, and therefore, by way of example and not limitation:


 


(i)In
the event that in the first calendar year following the Closing the EXO Division achieves Gross Sales of $300,000 (and so 100,000
shares PFH’s common stock are issued to Shareholder pursuant to Subsection 3.02(b)(i)), and thereafter in the second calendar
year the EXO Division achieves Gross Sales of an additional $300,000, no additional issuances would be due pursuant to Subsection
3.02(b)(i), and the EXO Division would be required to attain Gross Sales of at least $500,000 in any subsequent calendar year
for any additional share issuances to be due pursuant to Section 3.02(b); and


 


(ii)in
the event that in the first calendar year following the Closing the EXO Division achieves Gross Sales of $600,000 (and so 250,000
shares PFH’s common stock are issued to Shareholder pursuant to Subsections 3.02(b)(i) and 3.02(b)(ii)), and thereafter
in the second calendar year following the Closing the EXO Division achieves Gross Sales of an additional $800,000 (and so an additional
200,000 shares PFH’s common stock are issued to Shareholder pursuant to Subsection 3.02(b)(iii)), no additional issuances
would be due pursuant to Subsection 3.02(b)(i) or 3.03(b)(ii), and the EXO Division would be required to attain Gross Sales of
at least $1,000,000 in any subsequent calendar year for any additional share issuances to be due, which could only thereafter
be paid pursuant to Subsection 3.02(b)(iv) in this example.


 




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Section
3.03 Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall occur following
completion of the conditions set forth in Articles V and VI, and upon delivery of the Exchange Consideration as described in Section
3.02 herein. The Closing shall take place at a mutually agreeable time and place on or prior to December 17, 2015 (the “Closing
Date”), subject to satisfaction on or prior to such date of the conditions to Closing as set forth in Articles V and VI,
provided, however that in the event that the conditions to Closing as set forth in Articles V and VI have not been satisfied or
waived by the party for whose benefit the condition exists, in each case by the Closing Date, then the Closing Date may be extended
by either party to January 11, 2016.


 


Section
3.04 Closing Events. At the Closing, PFH, EXO and Shareholder shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements,
resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with
such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate
or evidence the transactions contemplated hereby.


 


Section
3.05 Termination. This Agreement may be terminated by the Board of Directors of EXO or PFH only in the event that that
the conditions to Closing as set forth in Articles V and VI have not been satisfied or waived by the party for whose benefit the
condition exists, in each case by the Closing Date, as the same may have been extended pursuant to Section 3.02. If this Agreement
is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability
shall arise hereunder.


 


ARTICLE
IV

SPECIAL COVENANTS


 


Section
4.01 Access to Properties and Records. Each of PFH and EXO will each afford to the officers and authorized representatives
of the other full access to the properties, books and records of PFH or EXO, as the case may be, in order that each may have a
full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish
the other with such additional financial and operating data and other information as to the business and properties of PFH or
EXO, as the case may be, as the other shall from time to time reasonably request. Without limiting the foregoing, as soon as practicable
after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party
shall provide the other with quarterly internally prepared and unaudited financial statements.


 


Section
4.02 Delivery of Books and Records. At the Closing, EXO shall deliver to PFH, the originals of the corporate minute books,
books of account, contracts, records, and all other books or documents of EXO now in the possession of EXO, any Shareholder or
their representatives.


 


Section
4.03 Third Party Consents and Certificates. PFH and EXO agree to cooperate with each other in order to obtain any required
third party consents to this Agreement and the transactions herein contemplated.


 


Section
4.04 Actions Prior to Closing. 


 


(a)From
and after the date hereof until the Closing Date and except as permitted or contemplated by this Agreement, PFH (subject to paragraph
(d) below) and EXO respectively, will each:


 


(i)carry
on its business in substantially the same manner as it has heretofore;


 




    	- 13 -



    	 



    


 


(ii)pay
all accounts payable, purchase inventory and collect all accounts receivable in the ordinary course of business consistent with
past custom and practice;


 


(iii)use
reasonable efforts to maintain and keep its properties in states of good repair and condition as at present, except for depreciation
due to ordinary wear and tear and damage due to casualty;


 


(iv)maintain
in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;


 


(v)perform
in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its
assets, properties, and business;


 


(vi)use
its reasonable best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain
its relationship with its material suppliers and customers; and


 


(vii)fully
comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all
rules, regulations, and orders imposed by federal or state governmental authorities.


 


(b)From
and after the date hereof until the Closing Date, neither PFH nor EXO will:


 


(i)make
any changes in their Articles of Incorporation, articles or certificate of incorporation or bylaws except as contemplated by this
Agreement including a name change; or


 


(ii)take
any action described in Section 1.07, in the case of EXO, or in Section 2.06, in the case of PFH.


 


(c)From
and after the date hereof until the Closing Date, EXO will not:


 


(i)enter
into or amend any contract, agreement, or other instrument of any kind, except that EXO may enter into or amend any contract,
agreement, or other instrument in the ordinary course of business involving the sale of goods or services;


 


(ii)sell,
transfer or otherwise dispose of, without notifying PFH, any of the tangible or intangible assets of EXO assets (other than sales
in the ordinary course of business);


 


(iii)sell,
transfer or otherwise dispose of any capital stock of EXO or issue any capital stock of EXO;


 


(iv)pay
any dividend, without notifying PFH, or make any similar distribution that would have a material adverse effect on EXO’s
business;


 




    	- 14 -



    	 



    


 


(v)grant
any increase in the compensation or benefits of any employee or officer with the Company (other than in the ordinary course of
business in accordance with past practice); and


 


(vi)not
enter into or modify any agreement with any affiliate of the EXO with affects the operation of EXO’s business.


 


Section
4.05Indemnification.


 


(a)Shareholder
hereby agrees to indemnify PFH and each of the officers, agents and directors of PFH (the “PFH Indemnitees”) as of
the date of execution of this Agreement (the “PFH Indemnitees”) against any Liabilities (as defined below) to which
any of the PFH Indemnitees may become subject arising out of or based on (i) any inaccuracy appearing in or misrepresentations
made under Article I of this Agreement; (ii) any default or breach in the performance of any of the covenants or agreements made
by EXO or Shareholder in or pursuant to this Agreement; (iii) the operation of EXO’s business prior to the Closing; (iv)
any obligation or liability of EXO which is not included in EXO’s Financial Statements (v) any breach of any contract of
EXO or Shareholder prior to the Closing; and (vi) any Liabilities arising out of the claims of creditors of EXO or Shareholder
or any party claiming by, through or under such creditor, including, but not limited to, any bankruptcy trustee or debtor-in-possession
arising solely from the business activities of EXO occurring prior to the Closing. The indemnification provided for in this paragraph
shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for one year
following the Closing.


 


(b)PFH
agrees to indemnify and hold harmless Shareholder and EXO and each of their respective officers, agents, and directors as of the
date of execution of this Agreement (the “EXO Indemnitees”) against any Liabilities to which any of the EXO Indemnitees
may become subject arising out of or based on (i) any inaccuracy appearing in or misrepresentations made under Article II of this
Agreement; (ii) any default or breach in the performance of any of the covenants or agreements made by PFH in or pursuant to this
Agreement; (iii) the operation of PFH’s business prior to the Closing and EXO post-Closing; (iv) any breach of any contract
of PFH prior to the Closing; and (v) any Liabilities arising out of the claims of creditors of PFH or EXO or any party claiming
by, through or under such creditor, including, but not limited to, any bankruptcy trustee or debtor-in-possession arising solely
from PFH or EXO business activities occurring after the Closing. The indemnification provided for in this paragraph shall survive
the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for one year following
the Closing.


 


(c)“Liabilities”
shall mean all suits, proceedings, claims, expenses, losses, costs, expenses, liabilities, judgments, deficiencies, assessments,
actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses),
whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties
hereto or a third party, incurred or suffered by the applicable party.


 


Section
4.06 No Solicitation. From the date hereof until the Closing or until this Agreement is terminated or expires in accordance
with its terms, neither EXO nor any Shareholder shall, directly or indirectly, solicit, initiate, participate in or encourage
any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any person (other than PFH)
relating to any transaction involving the sale of any portion of the assets of EXO (other than the sale of inventory in the ordinary
course of business) or the sale of any debt or equity interest in EXO or any merger, consolidation, business combination, or similar
transaction involving EXO or any Shareholder.


 




    	- 15 -



    	 



    


 


Section
4.07 Additional Deliverables at Closing and Actions Following Closing.


 


(a)At
the Closing, EXO shall enter into an employment agreement with Shareholder, in form and substance reasonably agreeable to PFH,
EXO and Shareholder, which agreement will (i) provide that Shareholder will be President of EXO following the Closing; and (ii)
contain customary non-competition language prohibiting Shareholder from engaging in a business which competes with the business
conducted by EXO or PFH as of the Closing (the “Employment Agreement”).


 


(b)In
the 6 months following the Closing, PFH will invest $50,000 into EXO towards inventory, marketing and working capital, at such
times and on such conditions as reasonably determined by PFH.


 


ARTICLE
V

CONDITIONS PRECEDENT TO OBLIGATIONS
OF PFH


 


The
obligations of PFH under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:


 


Section
5.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by EXO and the Shareholder
in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations
and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). EXO shall have
performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by EXO prior
to or at the Closing. PFH shall be furnished with a certificate, signed by a duly authorized executive officer of EXO and dated
the Closing Date, to the foregoing effect.


 


Section
5.02 Officer’s Certificate. PFH shall have been furnished with a certificate dated the Closing Date and signed by
a duly authorized officer of EXO to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the
best knowledge of EXO, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement, or by or against EXO, which might result in any material adverse change in any of the assets, properties, business,
or operations of EXO.


 


Section
5.03 Approval by Shareholders. The Exchange shall have been approved by the holders of not less than one hundred percent
(100%) of the shares, including voting power, of EXO, unless a lesser number is agreed to by PFH.


 


Section
5.04 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority
or instrumentality which prohibits the consummation of the transactions contemplated hereby.


 


Section
5.05 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks
and other intangibles in connection with the transactions contemplated herein, or for the continued operation of EXO after the
Closing Date on the basis as presently operated shall have been obtained.


 




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Section
5.06 Approval by PFH Board of Directors and its Shareholders. PFH’s board of directors and, to the extent required
under Nevada law, its shareholders shall have approved this Agreement and the Exchange (the “Corporate Actions”).


 


Section
5.07Other Items.


 


(a)PFH
shall have received a list containing the name, address, and number of shares held by all Shareholder as of the date of Closing,
certified by an executive officer of EXO as being true, complete and accurate; and


 


(b)PFH
shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby
as PFH may reasonably request.


 


(c)As
of the Closing, EXO shall have no common stock equivalents or other rights to purchase or acquire any equity interests of FF outstanding.


 


(d)All
amounts owed by EXO to related parties or any shareholder of EXO hall have been repaid or forgiven.


 


(e)Total
liabilities incurred in the ordinary course of business shall not exceed $25,000 unless approved by both EXO and PFH.


 


(f)EXO’s
financial statements shall be eligible to be audited for the periods ended December 31, 2014 by a PCAOB registered firm, and EXO
shall have delivered to PFH the financial statements referenced in Section 1.04(a).


 


(g)The
Shareholder shall have delivered the executed and complete Exmployment Agreement.


 


(h)EXO
and Shareholder shall have executed such documents and agreements and completed such deliveries of documents and agreements as
required herein.


 


ARTICLE
VI

CONDITIONS PRECEDENT TO OBLIGATIONS
OF EXO

AND SHAREHOLDER


 


The
obligations of EXO and the Shareholder under this Agreement are subject to the satisfaction, at or before the Closing Date, of
the following conditions:


 


Section
6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by PFH in this Agreement
were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, PFH shall
have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by PFH.


 


Section
6.02 Officer’s Certificate. EXO shall have been furnished with certificates dated the Closing Date and signed by
duly authorized executive officers of PFH, to the effect that no litigation, proceeding, investigation or inquiry is pending,
or to the best knowledge of PFH, threatened, which might result in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, by or against PFH, which might result in any material adverse change in any of the assets,
properties or operations of PFH.


 




    	- 17 -



    	 



    


 


Section
6.03 Good Standing. EXO shall have received a certificate of good standing from the Secretary of State of Nevada or other
appropriate office, dated as of a date within ten days prior to the Closing Date certifying that PFH is in good standing as a
corporation in the State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes
reported as due thereon.


 


Section
6.04 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority
or instrumentality which prohibits the consummation of the transactions contemplated hereby.


 


Section
6.05 Approval by PFH Board of Directors and its Shareholder. The Corporate Actions shall have been completed.


 


Section
6.06 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks
and other intangibles in connection with the transactions contemplated herein, or for the continued operation of PFH after the
Closing Date on the basis as presently operated shall have been obtained.


 


Section
6.07 Other Items  EXO shall have received further opinions, documents, certificates, or instruments relating to the transactions
contemplated hereby as EXO may reasonably request.


 


ARTICLE
VII

MISCELLANEOUS


 


Section
7.01 Brokers. PFH and EXO agree that there were no finders or brokers involved in bringing the parties together or who
were instrumental in the negotiation, execution or consummation of this Agreement. PFH and EXO each agree to indemnify the other
against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising
from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such
third person, whether express or implied from the actions of the indemnifying party.


 


Section
7.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws
of the United States of America and, with respect to the matters of state law, with the laws of the State of Florida, without
giving effect to principles of conflicts of law thereunder. Each of the parties submits to the jurisdiction of the state and/or
federal court sitting in Palm Beach County, Florida as the situs of any claim(s) in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined by any
such court. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to
any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives
any and all rights such party may now or hereafter have to object to such jurisdiction.


 




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Section
7.03 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be
sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail,
postage prepaid, addressed as follows:


 


If
to the Shareholder or EXO, to:


 


EXO:EXO,
Inc.


4835
Ocean Blvd.


Sarasota,
Florida 34242


Attn:
Sloane McComb


 


If
to PFH, to: 


 


PF
Hospitality Group, Inc.


3999
NW 2nd Avenue, Suite 216


Boca
Raton, FL 33432


Attn:
Vaughan Dugan


 



or
such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice
or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,
if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three
(3) days after mailing, if sent by registered or certified mail.


 


Section
7.04 Attorney’s Fees. In the event that either party institutes any action or suit to enforce this Agreement or to
secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all
costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment
rendered therein.


 


Section
7.05 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this
Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with
respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or
records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others,
except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published;
or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated
by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents
and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.


 


Section
7.06 Public Announcements and Filings. Unless required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any
third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any
document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.
Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or
regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.


 


Section
7.07 Third Party Beneficiaries. This contract is strictly between PFH, the Shareholder and EXO, and, except as specifically
provided, no director, officer, stockholder (other than the Shareholder), employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of this Agreement.


 




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Section
7.08 Expenses. Subject to Section 7.04 above, whether or not the Exchange is consummated, each of PFH and EXO will
bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange
or any of the other transactions contemplated hereby.


 


Section
7.09 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter
thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.


 


Section
7.10 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the
Closing Date and the consummation of the transactions herein contemplated for a period of two years.


 


Section
7.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original
and all of which taken together shall be but a single instrument.


 


Section
7.12 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy,
whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time
for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.


 


Section
7.13 Reasonable Best Efforts. Subject to the terms and conditions herein provided, each party shall use its reasonable
best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that
the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its
reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated
herein.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto
duly authorized, as of the date first-above written.


 


	 	PF
    Hospitality Group, Inc.
	 	A
    Nevada corporation
	 	 	 
	 	By:
    	/s/
    Vaughan Dugan 
	 	 	Vaughan
    Dugan, Chief Executive Officer
	 	 	 
	 	EXO:EXO,
    Inc.
	 	A
    Wyoming corporation
	 	 	 
	 	By:
    	/s/
    Sloane McComb 
	 	 	Sloane
    McComb, Chief Executive Officer
	 	 	 
	 	Sloane
    McComb
	 	Sole
    shareholder of EXO:EXO, Inc.
	 	 	 
	 	By:
    	/s/
    Sloane McComb 
	 	 	Sloane
    McComb
	 	No.
    of Shares of EXO Common Stock: 250


 




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