SHARE EXCHANGEAGREEMENT


 


This Share Exchange Agreement
(this "Agreement"), dated as of May 22, 2014, is by and among Cubed, Inc., a Nevada corporation (the "Parent"),
WikiTechnologies, Inc., a Delaware corporation (the "Company"), and each of the shareholders of the Company listed
on Schedule 2.1 hereto (the "Shareholders"). Each of the parties lo this Agreement is individually referred to
herein as a "and collectively as the "Parties".


 


BACKGROUND


 


The Company has a total
of 1,000 shares of common stock issued and outstanding, all of which are held by the Shareholders (the "Company Shares'').
The Shareholders have each agreed to transfer I00% of the Company Shares to the Parent in exchange for an aggregate of 1,200,000
newly issued shares of common stock, par value $0.00 I per share, of the Parent (the "Parent Shares'') and a total
payment of $1,.500,000 (as provided herein) in cash.


 


The exchange of the Shares
for the Parent Shares is intended to constitute a reorganization within the meaning of Section 368(a)(l)(B) of the Internal Revenue
Code of 1986, as amended (the "Code"), or such other tax free reorganization or restructuring provisions as may
be available under the Code.


 


The Board of Directors
of each of the Parent and the Company has determined that it is desirable to affect this plan of reorganization and share exchange.


 


AGREEMENT


 


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


 


 


ARTICLE I


 


Exchange of Shares


 


SECTION 1.01. Exchange
by the Shareholders. At the Closing (as defined in Section l.02), the Shareholders shall sell, transfer, convey, assign and
deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares and cash payments
(unless modified by the Parties) as follows: (a) $500,000 paid immediately upon Closing; (b) $500,000 on or before July 31, 2014;
and (c) $500,000 on or before August 30, 2014.


 





SECTION 1.02. Closing.
The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions'') shall
take place at the offices of Parent at 830 South 4th St., Las Vegas, Nevada 89101, commencing upon the satisfaction or waiver of
all conditions and obligations of the Parties to consummate the Transactions contemplated hereby (other than conditions and obligations
with respect to the actions that the respective Parties will take at Closing), but no later than July 15, 2014, or such other date
and time as the Parties may mutually determine (the "Closing Date'').


 


SECTION 1.03. Transition
Services. In addition to the exchange of shares, the Shareholders agree to provide Parent with full time transition services
for 90 days from the date of the Closing to assist Parent in integrating and operating the Company's business with its own.


 



    	 



    	 



    

 





ARTICLE II


 


Representations and Warranties of the Shareholders


 


The Shareholders hereby represent and warrant
to the Parent, as follows:


 


SECTION 2.01. Good
Title. The Shareholders are the record and beneficial owners, and have good title to the Company Shares, with the right and
authority to sell and deliver the Company Shares to the Parent as provided herein. Upon delivery of any certificate or certificates
duly endorsed for transfer to the Parent, representing the same as herein contemplated and/or upon registering of the Parent as
the new owner of the Company Shares in the share register of the Company, the Parent will receive good title to the Company Shares,
free and clear of all liens, hypothecs security interests, pledges, equities and claims of any kind, voting trusts, trust agreements,
shareholder agreements and other encumbrances (collectively, "Liens").


 


SECTION 2.02. Power
and Authority. All acts required to be taken by the Shareholders to enter into this Agreement and to carry out the Transactions
have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Shareholders, enforceable against
the Shareholders in accordance with the terms hereof.


 


SECTION 2.03. No Conflicts.
The execution and delivery of this Agreement by the Shareholders and the performance by the Shareholders of their obligations hereunder
in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, &"late, provincial,
local or foreign government or any count of competent jurisdiction, administrative agency or commission or other governmental authority
or instrumentality. domestic or foreign (''Governmental Entity'') under any statutes, laws, ordinances, rules, regulations,
orders, writs, injunctions, judgments , or decrees (collectively, "Laws"); (ii) will not violate any Laws applicable
to the Shareholders; and (iii) will not violate or breach any contractual obligation to which the Shareholders are a party.


 


SECTION 2.04. No Finder's
Fee. The Shareholders have not created any obligation for any tinder's, investment banker's or broker's fee in connection with
the Transactions that the Company or the Parent will be responsible for.


 


SECTION 2.05. Purchase
Entirely for Own Account. The Parent Shares proposed to be acquired by the Shareholders hereunder will be acquired for investment
for its own account, and not with a view to the resale or distribution of any part thereof, and the Shareholders have no present
intention of selling or otherwise distributing the Parent Shares, except in compliance with applicable securities laws.


 


SECTION 2.06. Available
Information. The Shareholders have such knowledge and experience in financial and business matters that they are capable of
evaluating the merits and risks of an investment in the Parent.


 


SECTION 2.07. Non-Registration.
The Shareholders understand that the Parent Shares have not been registered under the Securities Act of 1933, as amended (the "Securities
Act") and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a Specific exemption
from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Shareholders' representations as expressed herein. The non-registration shall have no prejudice
with respect to any rights, interests, benefits and entitlements attached to the Parent Shares in accordance with the Parent charter
documents or the laws of its jurisdiction of incorporation.


 


SECTION 2.08. Restricted
Securities. The Shareholders understand that the Parent Shares are characterized as "restricted securities" under
the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholders pursuant hereto, the Parent Shares
would be acquired in a transaction not involving a public offering. The Shareholders further acknowledge that if the Parent Shares
are issued to the Shareholders in accordance with the provisions of this Agreement, the Parent Shares may not be resold without
registration under the Securities Act or the existence of an exemption therefrom. The Shareholders represent that they are familiar
with Rule 144 promulgated under the Securities Act as presently in effect, and understands the resale limitations imposed thereby
and by the Securities Act.


 


SECTION 2.09. Legends.
It is understood that the Parent Shares will bear the following legend or another legend that is similar to the following:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACT ION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPIN ION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


and any legend required by the "blue sky"
laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.


 


SECTION 2. 10. Accredited
Investor. The Shareholders are "accredited investors" within the meaning of Rule 501 under the Securities Act.


 



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ARTICLE III


 


Combined Representations and Warranties of
the Shareholders and the Company.


 


The Shareholders and the
Company will provide to the Parent a Disclosure Schedule and draft Current Report on Form 8-K for filing with the Securities and
Exchange Commission (the "SEC"), including financial statements and notes thereto (the "Company Disclosure Letter").
The Shareholders and the Company represent and warrant to the Parent that, except as set forth in the Company Disclosure Letter,
regardless of whether or not the Company Disclosure Letter is referenced below with respect to any particular representation or
warranty:


 


SECTION 3.01. Organization,
Standing and Power. Each of the Company and its subsidiaries (the Company Subsidiaries") is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business
and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted,
other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate,
has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on
the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the
Transactions (a "Company Material Adverse Effect"). The Company is duly qualified to do business in each jurisdiction
where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where
the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect The Company has delivered
to the Parent true and complete copies of the certificate of organization and operating agreement of the Company and such other
constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the "Company
Constituent Instruments"), and the comparable charter, organizational documents and other constituent instruments of
each Company Subsidiary, in each case as amended through the date of this Agreement.


 


SECTION 3.02. Company
Subsidiaries; Equity Interests.


 


(a)                   
The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization.
Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each
Company Subsidiary have been validly issued and are fully paid and non-assessable and are a of the date of this Agreement owned
by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.


 


(b)                   
Except for its interests in the Company Subsidiaries, the Company does not as of the date
of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest
or other equity interest in any person.


 


SECTION 3.03. Capital
Structure. The Company has 1,000 shares issued and outstanding. Except as set forth above, no shares of capital stock or other
voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure
Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company
Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly
issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first
refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the
State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party
or otherwise bound. Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are not any bonds, debentures,
notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable
for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company
Subsidiary may vote ("Voting Company Debt''). Except as set forth above, as of the date of this Agreement, there are
not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation
rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or
any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or
any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company
or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend
or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give
any person the right to receive any economic benefit or right similar 10 or derived from the economic benefits and rights occurring
to holders of the capital stock of the Company or of any Company Subsidiary.


 


SECTION 3.04. Authority;
Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver
this Agreement and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the consummation
by the Company of the Transactions have been duly authorized and approved by the Board of Directors of the Company and no other
corporate proceedings on the part of the Company arc necessary to authorize this Agreement and the Transactions. When executed
and delivered, this Agreement will be enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency
and similar laws of general applicability as to which the Company is subject.


 


SECTION 3.05.No
Conflicts; Consents.


 


(a)                                          
Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company
of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not,
conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under. or give rise
to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in
the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under any provision of (a)
the Company Constituent Instruments or the comparable charter or organizational documents of any Company Subsidiary, (b) any material
contract, lease, license, indenture, note, bond , agreement, permit, concession, franchise or other instrument (a "Contract")
to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or
(c) subject to the filings and other matters referred to in Section 3.0S(b),any material judgment, order or decree ("Judgment")
or material Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the
case of clauses (b) and (c) above, any such items that individually or in the aggregate, have not had and would not reasonably
be expected to have a Company Material Adverse Effect.


 


(b)                                      
Except as set forth in the Company Disclosure Letter and except for required filings with
the State of Delaware under applicable "Blue Sky'" or local securities commissions, no material consent, approval, license,
permit, order or authorization ("Consent") of, or registration, declaration or filing wit,. or permit from, any Governmental
Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution,
delivery and performance of this Agreement or the consummation of the Transactions.


 



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SECTION 3.06.Taxes.


 


(a)                    
The Company and each Company Subsidiary have timely filed, or have caused to be timely filed
on their behalf, all Tax Returns required to be tiled by them, and all such Tax Returns are true, complete and accurate, except
to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had
and would not reasonably be expected to have a Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns,
or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not
had and would not reasonably be expected to have a Company Material Adverse Effect. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.
No tax audit is in process or threatened and the Company has not received a notice of assessment from any tax authority indicating
a tax assessment or recalculation of any taxes in any tax return previously filed.


 


(b)                     
The Company Financial Statement, (as defined in Section 3.15) reflect an adequate reserve
for all Taxes payable by the Company and the Company Subsidiaries (in addition to any reserve for deferred Taxes to reflect timing
differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements.
No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company or any Company Subsidiary,
and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request
for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse
Effect.


 


(c)For purposes of this
Agreement:


 


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


 


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


 


SECTION 3.07. Benefit
Plans. Except as set forth in the Company Disclosure letter, the Company does not have or maintain any collective bargaining
agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, share ownership, share purchase,
share option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan,
arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or
director of the Company or any Company Subsidiary (collectively, "Company Benefit Plans"). Except as set forth
in the Company Disclosure Letter, as of the date of this Agreement there are not any severance or termination agreements or arrangements
between the Company or any Company Subsidiary and any current or former employee, officer or director of the Company or any Company
Subsidiary, nor does the Company or any Company Subsidiary have any general severance plan or policy.


 


SECTION 3.08. Litigation.
There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or threatened in writing against or affecting the Company, any Company Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, provincial, county,
local or foreign), stock market, stock exchange or trading facility ("Action") that (i) adversely affects or challenges
the legality, validity or enforceability of any of this Agreement or the Company Shares or (ii) could, if there were an unfavorable
decision, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect Neither
the Company nor any Company Subsidiary, nor any director or officer thereof (in his or her capacity as such), is or has been the
subject of any Action involving a claim or violation of or liability under federal, state or provincial securities laws or a claim
of breach of fiduciary duty.


 


SECTION 3.09. Compliance
with Applicable Laws. The Company and the Company Subsidiaries are in compliance with all applicable Laws, including those
relating to occupational health, labor and safety and the environment, except for instances of noncompliance that, individually
and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set
forth in the Company Disclosure Letter, the Company has not received any written communication during the past two years from a
Governmental Entity that alleges that the Company is not in compliance in any material respect with any applicable Law. This Section
3.09 does not relate to matters with respect to Taxes, which arc the subject of Section 3.06.


 


SECTION 3.10. Brokers:
Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person is entitled to any broker's,
finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made
by or on behalf of the Company.


 


SECTION 3.11. Contracts.
Except as disclosed in the Company Disclosure Letter, there are no Contracts that are material to the business, properties, assets,
condition (financial or otherwise), results of operations or prospects of the Company and the Company Subsidiaries taken as a whole.
Neither the Company nor any Company Subsidiary is in violation of or in default under (nor does there exist any condition which
upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is
a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually
or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect


 


SECTION 3.12. Title
to Properties. Except as set forth in the Company Disclosure Letter, the Company and the Company Subsidiaries do not own any
real or immoveable property. Each of the Company and the Company Subsidiaries has sufficient title to, or valid leasehold interests
in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and
properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens other
than those set forth in the Company Disclosure Letter and except for Liens that, in the aggregate, do not and will not materially
interfere with the ability of the Company and the Company Subsidiaries to conduct business as currently conducted.


 


SECTION 3.13. Intellectual
Properties .The Company and the Company Subsidiaries own, or arc validly licensed or otherwise have the right to use, all patents,
patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights. Copyrights and
other proprietary intellectual property rights and computer programs (collectively, "Intellectual Property Rights")
that arc material to the conduct of the business of the Company and the Company Subsidiaries taken as a whole. The Company Disclosure
Letter sets forth a description of all Intellectual Property Rights that arc material to the conduct of the business of the Company
and the Company Subsidiaries taken as a whole. There are no claims pending or, to the knowledge of the Company, threatened that
the Company or any of the Company Subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard
to any Intellectual Property Right To the knowledge of the Company, no person is infringing the rights of the Company or any of
the Company Subsidiaries with respect to any Intellectual Property Right.


 



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SECTION 3.14. Labor
Matters. Except as set forth in the Company Disclosure Letter, there are no collective bargaining or other labor union agreements
to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound. No material labor disputes
exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company.


 


SECTION 3.15. Financial
Statements. The Company has delivered to the Parent its audited consolidated financial statements for the fiscal years ended
2012 and 2013 and the unaudited financial statements for the interim period ended March 31, 2014 (collectively, the "Company
Financial Statements"). The Company Financial Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated. The Company Financial Statements fairly present in all
material respects the financial condition and operating results of the Company, as of the dates, and for the periods, indicated
therein. The Company does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities
incurred in the ordinary course of business subsequent to March 31, 2014, and (b) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Company
Financial Statements, which, in both cases, individually and in the aggregate would not be reasonably expected to result in a Company
Material Adverse Effect.


 


SECTION 3.16. Insurance.
The Company and the Company Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in which the Company and the Company Subsidiaries are
engaged and in the geographic areas where they engage in such businesses. The Company has no rea5on to believe that it will not
be able to renew its and the Company Subsidiaries' existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business on terms consistent with market for the Company's and
the Company Subsidiaries' respective lines of business.


 


SECTION 3.17. Transactions
With Affiliates and Employees. Except as set forth in the Company Disclosure Letter and Company Financial Statements, none
of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently
a party to any transaction with the Company or any Company Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real, immoveable, personal or moveable property to or from, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner.


 


SECTION 3.18. Internal
Accounting Controls. The Company and the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorizations, (b)
transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles and 10 maintain asset accountability ,(c) access to assets is permitted only in accordance with management' s general
or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures
for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company,
including its subsidiaries, is made known to the officers by others within those entities. The Company's officers have evaluated
the effectiveness of the Company's controls and procedures. Since December 31. 2013, there have been no significant changes in
the Company's internal controls or, to the Company's knowledge, m other factors that could significantly affect the Company's internal
controls.


 


SECTION 3.19. Solvency.
Based on the financial condition of the Company as of the Closing Date (and assuming that the Closing shall have occurred), (a)
the Company's fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company's
existing debts and other liabilities (including known contingent liabilities) as they mature, (b) the Company's assets do not constitute
unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted
including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and
projected capital requirements and capital availability thereof, and (c) the current cash flow of the Company, together with the
proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company
does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt). The Company is not insolvent or bankrupt and it has not filed for protection
under applicable law. Moreover, there has been no petition in bankruptcy filed by the Company or against the Company.


 


SECTION 3.20. Application
of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company's charter documents or the laws of its jurisdiction of formation that is or could become applicable
to the Shareholder as a result of the Shareholder and the Company fulfilling their obligations or exercising their rights under
this Agreement, including, without limitation, the issuance of and the Shareholder's ownership of the Parent Shares.


 


SECTION 3.21. No Additional
Agreement. The Company does not have any agreement or understanding with the Shareholders with respect to the transactions
contemplated by this Agreement other than as specified in this Agreement.


 


SECTION 3.22. Investment
Company. The Company immediately following the Closing will not have become, an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.


 


SECTION 3.23. Absence
of Certain Changes or Event. Except as disclosed in the Company Financial Statements or in the Company Disclosure Letter,
from March 31, 2014 to the date of this Agreement, the Company has conducted its business only in the ordinary course, and
during such period there has not been:


 


(a)                
any change in the assets, liabilities, financial condition or operating results of the Company
or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Company
Material Adverse Effect;


 



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(b)                
any damage, destruction or loss, whether or not covered by insurance, that would have a Company
Material Adverse Effect;


 


(c)                
any waiver or compromise by the Company or any Company Subsidiary of a valuable right or of
a material debt owed to it;


 


(d)                
any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation
by the Company or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which
would not have a Company Material Adverse Effect;


 


(e)                
any material change to a material Contract by which the Company or any Company Subsidiary
or any of its respective assets is bound or subject;


 


(f)                 
any mortgage, pledge, transfer of a security interest in, or lien, created by the Company
or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable
and liens that arise in the ordinary course of business and do not materially impair the Company's or any Company Subsidiary's
ownership or use of such property or assets;


 


(g)                
any loans or guarantees made by the Company or any Company Subsidiary to or for the benefit
of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances
made in the ordinary course of its business;


 


(h)                
any alteration of the Company's method of accounting or the identity of its auditors;


 


(i)                  
any declaration or payment of dividend or distribution of cash or other property to the Shareholder
or any purchase, redemption or agreements to purchase, redeem or retract any Company Shares;


 


(j)                 
any issuance of equity securities to any officer, director or affiliate except pursuant to
existing Company Shares option plans; or


 


(k)                
any arrangement or commitment by the Company or any Company Subsidiary to do any of the things
described in this Section 3.23.


 


SECTION 3.24. Foreign
Corrupt Practices. Neither the Company nor any Company Subsidiary, nor, to the Company's knowledge, any director, officer,
agent, employee or other person acting on behalf of the Company or any Company Subsidiary has, in the course or its actions for,
or on behalf of, the Company (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment
to any foreign or domestic government official or employee.


 


ARTICLE IV


 


Representations and Warranties of the Parent


 


The Parent represents
and warrants as follows lo the Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements
and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement, or in the letter,
dated as of the date of this Agreement, from the Parent to the Company and the Shareholder (the "Parent Disclosure Letter"):


 


SECTION 4.01. Organization,
Standing and Power. The Parent is duly organized. validly existing and in good standing under the laws of the State of Nevada
and has full corp0rate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted,
other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate,
has not had and would not reasonably be expected to have a material adverse effect on the Parent, a material adverse effect on
the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions
(a "Parent Material Adverse Effect''). The Parent is duly qualified to do business in each jurisdiction where the nature
of its business or the ownership or leasing of its properties make such qualification necessary and where the failure to so qualify
would reasonably be expected to have a Parent Material Adverse Effect. The Parent has delivered to the Company true and complete
copies of the certificate of incorp0ration of the Parent, as amended to the date of this Agreement (as so amended, the "Parent
Charter"), and the Bylaws of the Parent, as amended to the date of this Agreement (as so amended, the "Parent
Bylaws").


 


SECTION 4.02. Subsidiaries;
Equity Interests. Except as set forth in the Parent Disclosure Letter, the Parent does not own, directly or indirectly, any
capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.


 



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SECTION 4.03. Capital
Structure. The authorized capital stock of the Parent consists of 90,000,000 shares of Parent Shares, par value $0.00I per
share, and I 0,000,000 shares of preferred stock, par value $0.001 per share, of which (a) 26,657.455 shares are issued and outstanding
(before giving effect to the issuances to be made at Closing) (b) no shares of preferred stock are outstanding, and (c) no shares
of common stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities
of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are,
and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid
and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of the General Corp0ration Law of the State of Nevada, the Parent
Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures,
notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having
the right to vote) on any matters on which holders of the Parent Shares may vote ("Voting Parent Debt"). Except
as set forth above, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities,
"phantom" stock rights, stock appreciation rights, stock based performance units, commitments, Contracts, arrangements
or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver
or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security
convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting
Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment,
Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to
or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this
Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares
of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right
to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under
the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent's stock
transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.


 


SECTION 4.04. Authority;
Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation
by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate
proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes
a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.


 


SECTION 4.05.No
Conflicts; Consents.


 


(a) Except as set forth
in the Parent Disclosure Letter, the execution and delivery by the Parent of this Agreement, does not, and the consummation of
the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default
('with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements
of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision
of (a) the Parent Charter or Parent Bylaws, (b) any material Contract to which the Parent is a party or by which any of its properties
or assets is bound or (c) subject to the filings and other matters referred to in Section 4.0S(b), any material Judgment or material
Law applicable to the Parent or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items
that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.


 


(b) No Consent of, or
registration, declaration or filing with, or permi1 from, any Governmental Entity is required to be obtained or made by or with
respect to the Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions,
other than the (i) filing with the SEC of reports under Sections 13 and 15 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and (ii) filings under State "blue sky" laws, as each may be required in connection
with this Agreement and the Transactions.


 


SECTION 4.06.SEC
Documents; Undisclosed Liabilities.


 


(a)   
The Parent has filed all reports, schedules, forms, statements and other documents required
to be filed by the Parent with the SEC, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the "Parent
SEC Documents").


 


(b)   
As of its respective filing date, each Parent SEC Document complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent
SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent
SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The consolidated financial statements of the Parent included in the Parent SEC Documents comply
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP")
(except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position
of the Parent as of the dates thereof and the results of operations and cash flows for the periods shown (subject, in the case
of unaudited statements, to normal year-end audit adjustments).


 


(c)   
Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations
of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent
or in the notes thereto. The Parent Disclosure Letter sets forth all financial and contractual obligations and liabilities (including
any obligations to issue capital stock or other securities of the parent) due after the date hereof. As of the date hereof, all
liabilities of the Parent have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholder
following the Closing.


 


SECTION 4.07. Information
Supplied. None of the information supplied or to be supplied by the Parent for inclusion or incorporation by reference in any
SEC filing of report by the Company contains any untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made,
not misleading.


 



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SECTION 4.08. Absence
of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Letter, from
the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this


Agreement, the Parent has conducted its business
only in the ordinary course, and during such period there has not been:


 


(a)                
any change in the assets, liabilities, financial condition or operating results of the Parent
from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the
aggregate, a Parent Material Adverse Effect;


 


(b)                   
any damage, destruction or loss, whether or not covered by insurance, that would have a Parent
Material Adverse Effect;


 


(c)                    
any waiver or compromise by the Parent of a valuable right or of a material debt owed to it;


 


(d)                   
any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation
by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material
Adverse Effect;


 


(e)                    
any material change to a material Contract by which the Parent or any of its assets is bound
or subject;


 


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


 


(g)                    
any resignation or termination of employment of any officer of the Parent;


 


(h)                    
any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent,
with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in
the ordinary course of business and do not materially impair the Parent's ownership or use of such property or assets;


 


(i)                      
any loans or guarantees made by the Parent to or for the benefit of its employees, officers
or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course
of its business:


 


(j)                      
any declaration, setting aside or payment or other distribution in respect of any of the Parent's
capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;


 


(k)                     
any alteration of the Parent's method of accounting or the identity of its auditors;


 


(l)                       
any issuance of equity securities to any officer, director or affiliate (as defined in the
Securities Act),except pursuant to existing Parent Shares option plans; or


 


(m)                   
any arrangement or commitment by the Parent to do any of the things described in this Section
4.08.


 


 


SECTION 4.09.Taxes.


 


(a)                  
Except as set forth in the Parent Disclosure Letter. the Parent has timely filed, or has caused
to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate,
except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually
or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. All Taxes shown
to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually
or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.


 


(b)                  
The most recent financial statements contained in the filed Parent SEC Documents reflect an
adequate reserve for all Taxes payable by the Parent (in addition to any reserve for deferred Taxes lo reflect timing differences
between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency
with respect to any Taxes has been proposed, asserted or assessed against the Parent, and no requests for waivers of the time to
assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate,
has not had and would not reasonably be expected to have a Parent Material Adverse Effect.


 


(c)                     
There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the
assets of the Parent. The Parent is not bound by any agreement with respect to Taxes.


 



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SECTION 4.10. Absence
of Changes in Benefit Plans. From the date of the most recent audited financial statements included in the filed Parent SEC
Documents to the date of this Agreement, there has not been any adoption or amendment in any material respect by the Parent of
any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock
ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former
employee, officer or director of the Parent (collectively, "Parent Benefit Plans"). As of the date of this Agreement
there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between the Parent
and any current or former employee, officer or director of the Parent, nor does the Parent have any general severance plan or policy.


 


SECTION 4.11. ERISA
Compliance; Excess Parachute Payments. The Parent does not, and since its inception never has, maintained, or contributed to
any "employee pension benefit plans" (as defined in Section 3(2) of ERISA), "employee welfare benefit plans"
(as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or fom1er employees, consultants,
officers or directors of the Parent.


 


SECTION 4.12. Litigation.
Except as disclosed in the Parent SEC Documents or in the Parent Disclosure Letter, there is no Action that (i) adversely affects
or challenges the legality, validity or enforceability of any of this Agreement or the Parent Shares or (ii) could, if there were
an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Parent Material Adverse
Effect. Neither the Parent nor any subsidiary, nor any director or officer thereof (in his or her capacity as such), is or has
been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty.


 


SECTION 4.13. Compliance
with Applicable Laws. Except as disclosed in the Parent SEC Documents or in the Parent Disclosure Letter, the Parent is in
compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls,
trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and
would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in the Parent SEC Documents or in
the Parent Disclosure Letter, the Parent has not received any written communication during the past two years from a Governmental
Entity that alleges that the Parent is not in compliance in any material respect with any applicable Law. The Parent is in compliance
with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are
applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Parent Material Adverse
Effect. This Section 4.13 does not relate to matters with respect to Truces, which are the subject of Section 4.09.


 


SECTION 4. 14. Contracts.
Except as disclosed in the Parent SEC Documents, there are no Contracts that are material to the business, properties, assets,
condition (financial or otherwise), results of operations or prospects of the Parent taken as a whole. The Parent is not in violation
of or in default under (nor docs there exist any condition which upon the passage of time or the giving of notice would cause such
a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound,
except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Parent
Material Adverse Effect.


 


SECTION 4.15. Title
to Properties. The Parent has good title to, or valid leasehold interests in, all of its properties and assets used in the
conduct of its businesses. All such assets and properties, other than assets and properties in which the Parent has leasehold interests,
are free and clear of all Liens other than those set forth in the Parent Disclosure Letter and except for Liens that, in the aggregate,
do not and will not materially interfere with the ability of the Parent to conduct business as currently conducted. The Parent
has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy,
and all such leases are in full force and effect. The Parent enjoys peaceful and undisturbed possession under all such material
leases.


 


SECTION 4.16. Intellectual
Property. The Parent owns, or is validly licensed or otherwise has the right to use, all intellectual Property Rights that
are material to the conduct of the business of the Parent taken as a whole. The Parent Disclosure Letter sets forth a description
of all Intellectual Property Rights that are material to the conduct of the business of the Parent taken as a whole. Except as
set forth in the Parent Disclosure Letter no claims are pending or, to the knowledge of the Parent, threatened that the Parent
is infringing or otherwise adversely affecting the rights of any person with regard to any intellectual Property Right. To the
knowledge of the Parent, no person is infringing the rights of the Parent with respect to any Intellectual Property Right.


 


SECTION 4.17. Labor
Matters. There are no collective bargaining or other labor union agreements to which the Parent is a party or by which it is
bound. No material labor dispute exists or, to the knowledge of the Parent, is imminent with respect to any of the employees of
the Parent.


 


SECTION 4.18. Market
Makers. The Parent has at least one ( I) market maker for the Parent Shares and such market maker has obtained all permits
and made all filings necessary in order for such market maker to continue as a market maker of the Parent Shares.


 


SECTION 4.19. Transactions
with Affiliates and Employees. Except as set forth in the filed Parent SEC Documents and Parent Disclosure Letter, none of
the officers or directors of the Parent and, to the knowledge of the Parent, none of the employees of the Parent is presently a
party lo any transaction with the Parent or any subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Parent, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


 


SECTION 4.20. Internal
Accounting Controls. The Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (c) access to assets is permitted only in accordance with management' s general or specific authorization,
and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Parent has established disclosure controls and procedures for the Parent and designed
such disclosure controls and procedures to ensure that material information relating to the Parent is made known to the officers
by others within those entities. The Parent's officers have evaluated the effectiveness of the Parent's controls and procedures.
There have been no significant changes in the Parent's internal controls or, to the Parent's knowledge, in other factors that could
significantly affect the Parent's internal controls.


 



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SECTION 4.21. Solvency.
Based on the financial condition of the Parent as of the Closing Date (and assuming that the Closing shall have occurred), (a)
the Parent's fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Parent's existing debts and other liabilities (including known contingent liabilities) as they mature, (b) the Parent's assets do not
constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to
be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the
Parent, and projected capital requirements and capital availability thereof, and (c) the current cash flow of the Parent, together
with the proceeds the Parent would receive, were it to liquidate all of its assets, after taking into account all anticipated uses
of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The
Parent does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of .its debt).


 


SECTION 4.22. Application
of Takeover Protections. The Parent has taken all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Parent's charter documents or the laws of its state of incorporation that is or could become applicable to
the Shareholder as a result of the Shareholder and the Parent fulfilling their obligations or exercising their rights under this
Agreement, including, without limitation, the issuance of the Parent Shares and the Shareholder's ownership of the Parent Shares.


 


SECTION 4.23. No Additional
Agreements. The Parent does not have any agreement or understanding with the Shareholder with respect to the transactions contemplated
by this Agreement other than as specified in this Agreement.


 


SECTION 4.24. Investment
Company. The Parent is not, and is not an affiliate of, and immediately following the Closing will not have become, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.


 


SECTION 4.25. Certain
Registration Matters. Except as Specified in the Parent Disclosure Letter and Parent SEC Documents, the Parent has not granted
or agreed to grant to any person any rights (including "piggy-back" registration rights) to have any securities of the
Parent registered with the SEC or any other governmental authority that have not been satisfied.


 


SECTION 4.26. Listing
and Maintenance Requirements. The Parent is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued listing of the Parent Shares on the trading market
on which the Parent Shares as currently listed or quoted. The issuance and sale of the Parent Shares under this Agreement do not
contravene the rules and regulations of the trading market on which the Parent Shares is currently listed or quoted, and no approval
of the stockholders of the Parent is required for the Parent to issue and deliver to the Shareholder the Parent Shares contemplated
by this Agreement.


 


SECTION 4.27. No Undisclosed
Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,
or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects,
operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration
statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Shares and which has not
been publicly announced.


 


SECTION 4.28. Foreign
Corrupt Practices. Neither the Parent, nor to the Parent's knowledge, any director, officer, agent, employee or other person
acting on behalf of the Parent has, in the course of its actions for, or on behalf of, the Parent (a) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


ARTICLE V


 


Deliveries


 


SECTION 5.01.Deliveries
of the Shareholders.


 


(a)   
Concurrently herewith the Shareholders arc delivering to the Parent this Agreement executed
by the Shareholders.


 


(b)   
At or prior to the Closing, the Shareholder shall deliver to the Parent:


		(i)	certificates representing its Company Shares; and



 


		(ii)	a duly executed share transfer power for transfer by the Shareholders
of the Company Shares to the Parent.



 


SECTION 5.02.Deliveries
of the Parent.


 


(a)                   
Concurrently herewith, the Parent is delivering to the Shareholders and to the Company, a
copy of this Agreement executed by the Parent


 


(b)                    
Promptly following the Closing, the Parent shall deliver to the Shareholders, certificates
representing the Parent Shares in the name of each of the Shareholders proportionately as directed by the Shareholders.


 



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SECTION 5.03.Deliveries
of the Company.


 


(a) Concurrently herewith,
the Company is delivering to the Parent this Agreement executed by the Company.


 


ARTICLE VI


 


Conditions to Closing


 


 


SECTION 6.01. Shareholders
and Company Conditions Precedent. The obligations of the Shareholders and the Company to enter into and complete the Closing
is subject, at the option of the Shareholders and the Company, to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived by the Shareholders and the Company in writing.


 


(a)                   
Representations and Covenants. The representations and warranties of the Parent contained
in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent
shall have delivered to the Shareholders and the Company, a certificate, dated the Closing Dale, to the foregoing effect.


 


(b)                   
Litigation. No action, suit or proceeding shall have been instituted before any court
or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has
or may have, in the reasonable opinion of the Company or the Shareholders, a materially adverse effect on the assets, properties,
business, operations or condition (financial or otherwise) of the Parent or the Company.


 


(c)                   
No Material Adverse Change. There shall not have been any occurrence, event, incident,
action, failure to act, or transaction since February 28, 2014, which has had or is reasonably likely to cause a Parent Material
Adverse Effect.


 


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


 


(e)                    
OTCQB Quotation. The Parent shall have maintained its status as a company whose common
stock is quoted on the OTCQB and no reason shall exist as lo why such status shall not continue immediately following the Closing.


 


(f)                     
Deliveries. The deliveries specified in Section 5.02 shall have been made by the Parent.



 


(g)                     
No Suspensions of Trading Parent Shares; Listing. Trading in the Parent Shares shall
not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day
solely to permit dissemination of material information regarding the Parent) at any time since the date of execution of this Agreement,
and the Parent Shares shall have been at all times since such date listed for trading on a trading market.


 


(h)                    
Satisfactory Completion of Due Diligence. The Company and the Shareholders shall have
completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the
Company and the Shareholders in their sole and absolute discretion.


 


SECTION 6.02. Parent
Conditions Precedent. The obligations of the Parent to enter into and complete the Closing are subject, at the option of the
Parent, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived
by the Parent in writing.


 


(a)                   
Representations and Covenants. The representations and warranties of the Shareholders
and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied
in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders
and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated
the Closing Date, to the foregoing effect.


 


(b)                    
Litigation. No action. suit or proceeding shall have been instituted before any court
or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the Transactions or to seek damages or a discovery order in connection ·with such Transactions, or which
has or may have, in the reasonable opinion of the Parent, a materially adverse effect on the assets, properties, business, operations
or condition (financial or otherwise) of the Company.


 


(c)                    
No Material Adverse Change. There shall not have been any occurrence, event, incident,
action, failure to act, or transaction since December 31, 2013 which base bad or is reasonably likely to cause a Company Material
Adverse Effect.


 


(d)                     
Deliveries. The deliveries specified in Section 5.01 and Section 5.03 shall have been
made by the Shareholders and the Company, respectively.


 



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(e)                     
Audited Financial Statements and Form 10 Disclosure. The Company shall have provided
the Parent and the Shareholders with information and reasonable assurances that the Parent will be able to comply with its obligation
to file a current report on Form 8-K no later than four (4) business days following the Closing containing the requisite audited
consolidated financial statements of the Company and the requisite form 10 disclosure regarding the Company, including pro-fom1a
presentations of the combined financials.


 


(f)                     
Validation of Liabilities and Trade Accounts. At closing, the Company shall provide written
documentation showing that its liabilities have been extinguished, and that the total trade accounts payable are equal to, or less
than, the total trade accounts receivable . The Shareholders shall provide a written guaranty of the payment of the trade accounts
receivable to the extent of any trade accounts payable.


 


(g)                     
Satisfactory Completion of Due Diligence. The Parent shall have completed its legal,
accounting and business due diligence of the Company and the Shareholders and the results thereof shall be satisfactory to the
Parent in its sole and absolute discretion, as shown by an written letter of clearance from the Parent's securities counsel prior
to closing.


 


(h)                    
Parent Offering. In order to fund this transaction, Parent intends to conduct a private placement
offering of up to $5 million, with a minimum of $1.5 million ("Minimum Offering"). In the event, that the Minimum Offering
is not completed after the Closing Date set under this Agreement, Parent can extend the subsequent two payment obligations identified
in Section 1.01 for up to 30 days (for each), with the payment of $20,000 per month to the Company. These payments will be non-refundable.


 


ARTICLE VII


 


Covenants


 


SECTION 7.01. Public
Announcements. Prior to the Closing, the Parent and the Company will consult with each other before issuing, and provide each
other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and
the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except
as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities
exchanges.


 


SECTION 7.02. Fees
and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees
or expenses, whether or not this Agreement is consummated.


 


SECTION 7.03. Continued
Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the
Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true
and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of
the Closing Date.


 


SECTION 7.04. Exclusivity.
Each of the Parent and the Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions
or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of
avoiding the Closing contemplated hereby. Each of the Parent and the Company shall notify each other immediately if any person
makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.


 


SECTION 7.05. Filing
of Form 8-K and Press Release. The Parent shall file, no later than four (4) business days after the Closing Date, a current
report on Form 8-K and attach as exhibits all relevant agreements disclosing the terms of this Agreement and other requisite disclosure
regarding the Transactions and including the requisite audited consolidated financial statements of the Company and the requisite
Form JO disclosure regarding the Company.


 


SECTION 7.06. Access.
Each Party shall permit representatives of any other Party to have full access to all premises, properties, personnel, books, records
(including Tax records), contracts, and documents of or pertaining to such Party.


 


SECTION 7.07. Preservation
of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary
and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any
securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact
their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent
contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action
or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any
of their respective covenants to be breached in any material respect.


 



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ARTICLE VIII


 


Miscellaneous


 


SECTION 8.01. Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given
upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


If to the Parent, to:


 


Cubed, Inc.


830 South 4111 St.


Las Vegas, Nevada 89101


Attention: Joseph White


 


If to the Company or Shareholders, to:


 


WikiTcchnologies,Inc.


50 Old Kings Hwy N, Suite 204


Darien., CT 06820


Attention: Edward C. DeFeudis


 


SECTION 8.02. Amendments
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument
signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder
in any manner impair the exercise of any such right.


 


SECTION 8.03. Replacement
of Securities. If any certificate or instrument evidencing any Parent Shares is mutilated, lost, stolen or destroyed, the Parent
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Parent of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Parent Shares.
If a replacement certificate or instrument evidencing any Parent Shares is requested due to a mutilation thereof, the Parent may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


SECTION 8.04. Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholders,
the Parent and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence
and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


SECTION 8.05. Interpretation.
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation."


 


SECTION 8.06. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.


 


SECTION 8.07. Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to
the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.


 


SECTION 8.08. Entire
Agreement; Third Party Beneficiaries. This Agreement, taken together with the Company Disclosure Letter and the Parent Disclosure
Letter, (a) constitute the entire agreement. and supersede all prior agreements and understandings, both written and oral, among
the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights
or remedies.


 


SECTION 8.09. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without
reference to principles of conflicts of laws. Any action or proceeding brought for the purpose of enforcement of any term or provision
of this Agreement shall be brought only in the federal or state courts sitting in Las Vegas, Nevada, and the parties hereby waive
any and all rights to trial by jury.


 



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SECTION 8.10. Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment
without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and assigns.


 


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Share Exchange Agreement as of the date first above written.


 


The Parent:


 


Cubed, Inc. 








 


By: /s/ Joseph White


Joseph White


President and CEO


 


The Company:


 


WIKITECHNOLOGIES, INC.


  


By: /s/ Edward C. DeFeudis


Edward C. DeFeudis


President, CEO and Shareholder


 


By: /s/ Marco Garibaldi


Marco Garibaldi


Chairman, CTO and Shareholder


 




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Schedule 2.1


 


The Shareholders:


 


Marco Garibaldi, 500 common shares


Edward C. DeFeudis, 500 common shares


 








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