EXECUTE THIS AGREEMENT AND ANY DOCUMENTS REFERRED TO HEREIN, AND FURTHER
CERTIFYING THAT THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE COMPANY
DELIVERED TO PARENT AT THE TIME OF THE EXECUTION OF THIS AGREEMENT HAVE BEEN
VALIDLY ADOPTED AND HAVE NOT BEEN AMENDED OR MODIFIED.
(E)
ALL WRITTEN CONSENTS, SATISFACTORY IN FORM AND SUBSTANCE TO
PARENT, FROM EACH PARTY TO THE LEASES, CONTRACTS, INSTRUMENTS AND OTHER
DOCUMENTS LISTED IN SCHEDULE 2.13(A) THROUGH SCHEDULE 2.13(D) AS NECESSARY TO
CONSENT TO THE CHANGE IN OWNERSHIP UPON THE EFFECTIVENESS OF THE MERGER AND
EXCHANGE, OF ALL OF THE RIGHTS AND INTERESTS OF THE COMPANY IN AND TO SUCH
LEASES, CONTRACTS, INSTRUMENTS AND DOCUMENTS, EXCEPT TO THE EXTENT THE FAILURE
TO SO OBTAIN SUCH CONSENTS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(F)
EVIDENCE AS OF A RECENT DATE OF THE GOOD STANDING AND
EXISTENCE OF THE COMPANY ISSUED BY THE SECRETARY OF STATE OF THE STATE OF OREGON
AND EVIDENCE THAT THE COMPANY IS QUALIFIED TO TRANSACT BUSINESS AS A FOREIGN
CORPORATION AND IS IN GOOD STANDING IN EACH STATE OF THE UNITED STATES AND IN
EACH OTHER JURISDICTION WHERE THE CHARACTER OF THE PROPERTY OWNED OR LEASED BY
IT OR THE NATURE OF ITS ACTIVITIES MAKES SUCH QUALIFICATION NECESSARY.
(G)
THE COMPANY'S (I) AUDITED CONSOLIDATED BALANCE SHEET (THE
"BALANCE SHEET") AS OF DECEMBER 31, 2012 (THE "BALANCE SHEET DATE") AND AUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS, CHANGES IN STOCKHOLDERS' EQUITY AND CASH
FLOWS FOR THE YEAR ENDED DECEMBER 31, 2012, TOGETHER WITH THE RELATED
INDEPENDENT AUDITORS' REPORT OF LBB & ASSOCIATES, LTD., LLP AND (II) AUDITED
BALANCE SHEETS AND RELATED AUDITED STATEMENTS OF INCOME AND AUDITED STATEMENTS
OF CASH FLOW FOR CHIURAZZI INTERNAZIONALE, S.R.L. FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011 AND THE PERIOD ENDING DECEMBER 17, 2012. SUCH FINANCIAL
STATEMENTS (I) ARE IN ACCORDANCE WITH THE BOOKS AND RECORDS OF THE COMPANY, (II)
PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF THE COMPANY
AT THE DATES THEREIN SPECIFIED AND THE RESULTS OF THEIR OPERATIONS AND CHANGES
IN FINANCIAL POSITION FOR THE PERIODS THEREIN SPECIFIED AND (III) HAVE BEEN
PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") APPLIED ON A BASIS CONSISTENT WITH PRIOR
ACCOUNTING PERIODS OR, WITH RESPECT TO CHIURAZZI INTERNAZIONALE, S.R.L., IN
ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS.
(H)
A CERTIFICATE THAT THE COMPANY HAS NO MATERIAL OBLIGATION OR
LIABILITY (WHETHER ACCRUED, ABSOLUTE, CONTINGENT, LIQUIDATED OR OTHERWISE,
WHETHER DUE OR TO
BECOME DUE), ARISING OUT OF ANY TRANSACTION ENTERED INTO AT OR PRIOR TO THE
CLOSING, EXCEPT (A) AS DISCLOSED BY SCHEDULE, (B) TO THE EXTENT SET FORTH ON OR
RESERVED AGAINST IN THE BALANCE SHEET OR THE NOTES TO THE FINANCIAL STATEMENTS,
(C) CURRENT LIABILITIES INCURRED AND OBLIGATIONS UNDER AGREEMENTS ENTERED INTO
IN THE USUAL AND ORDINARY COURSE OF BUSINESS SINCE THE BALANCE SHEET DATE, NONE
OF WHICH (INDIVIDUALLY OR IN THE AGGREGATE) HAVE A MATERIAL ADVERSE EFFECT, AND
(D) BY THE SPECIFIC TERMS OF ANY