Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one hand, and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one hand, From and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement and until the Closing Date: (a) Except with the prior written consent of Purchaser, Company shall carry on their business diligently and substantially in the same manner as heretofore, and the Company shall not be affected make or deemed waived by reason institute any unusual or novel methods of purchase, sale, management, accounting or operation, except with the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectprior written consent of Purchaser. (b) Prior to the Closing, Duska Company shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus not enter into any shares sold contract or commitment or engage in any transaction not in the Financing). (c) Prior to the Closing, Shiprock shall amend usual and restate its Articles ordinary course of Incorporation by adopting, business and filing consistent with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement Company's business practices without the prior written consent of Purchaser. (c) Company shall not create any indebtedness other than short term indebtedness incurred in the other parties. In usual and ordinary course of business, pursuant to existing Tenant Leases disclosed in the event that Shiprock is required under federal securities law to either Schedules submitted in connection herewith, and in doing the acts and things contemplated by this Agreement. (id) file any document with the SEC that discloses this Agreement Company shall not amend its articles of incorporation or the transactions contemplated herebybylaws, or make any changes in authorized or issued capital stock interests without the prior written consent of Purchaser. (iie) to make Company shall maintain current insurance and such additional insurance in effect as may be reasonably required by increased business and risks; and all property shall be used, operated, maintained and repaired in a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may requestnormal business manner. (f) Prior Company shall use is best efforts (without making any commitments on behalf of Purchaser) to preserve for Purchaser the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner present contract relationships of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common StockCompany, and Shiprock Company shall cancel all notify Purchaser upon the termination or expiration of such shares. The purchase price any Tenant Leases prior to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger)closing. (g) Except Company shall not do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any contract. (h) Company shall duly comply with all applicable laws as may be required for the valid and effective transfer of the Transferred Assets contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange except that Purchaser hereby waives compliance with the provisions of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated herebyany bulk sales act. (hi) Prior Company shall promptly notify Purchaser of any lawsuits, claims, proceedings or investigations that may be threatened, brought, asserted or commenced against it, its officers or directors involving in any way the business, properties or assets of Company. (j) Company shall be solely responsible for payment of any liabilities or obligations of Company to its employees, including any salary, severance pay and/or accrued vacation pay. This covenant shall survive the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one hand, RTC and Shiprock and Shiprock Sub on the other hand, shall AE will be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returnsTax Returns, financial statements and other materials of the other party as such investigating party deems reasonably necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto Parties shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto Party discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska RTC agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (fc) Prior to Immediately after the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner execution of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there AE shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after enter into the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is “Consulting Agreement,” attached hereto as Exhibit C, the “CRTC Technology Assignment Agreement,” attached hereto as Exhibit D, the “EEI Technology Assignment Agreement,” attached hereto as Exhibit E and the “Shareholders Agreement,” attached hereto as Exhibit F; the “Escrow Agreement,” attached hereto as Exhibit H, collectively the Consulting Agreement, the RTC Technology Assignment Agreement, the EEI Technology Assignment Agreement, the Shareholders Agreement, and the Escrow Agreement shall make provision for all of be referred to hereinafter as the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan“Transaction Documents.”

Actions Prior to Closing. (a) Prior to the Closing, Duska WW on the one hand, and Shiprock V-CO and Shiprock Sub V-ACQ-SUB on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding any written news releases or public disclosure by either party pertaining to this Agreement shall be 14,050,761 submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that (plus any shares sold a) such approval shall not be unreasonably withheld, and (b) such review and approval shall not be required of disclosures required to comply, in the Financing)judgment of counsel, with federal or state securities or corporate laws or policies. (c) Prior to Of the Closing, Shiprock shall amend and restate its Articles of Incorporation V-CO common shares owned by adopting, and filing with or under the office control of the Secretary of State of NevadaBelle Group Ltd., the Amended twenty million nine hundred seventy thousand and Restated Articles of Incorporationtwenty-seven (20,970,027) Belle Group Ltd., the form of which is attached hereto as Exhibit “B” (the “Amended shall automatically be canceled and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC extinguished and shall no longer be subject outstanding and shall cease to the prior review exist without any conversion thereof and reasonable consent of Duska’s counselno payment shall be made with respect thereto. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion V-CO will effect a 60-to-1 reverse stock split, in which each block of Duskasixty (60) outstanding shares of V-CO Common Stock will be merged and combined into one (1) share, the aggregate minimum amount effect of gross proceeds raised which, in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000each case, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in decrease the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) issued and outstanding number of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission shares of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska V-CO Common Stock as additional compensation. The number from, after the cancellation of Units 20,970,027 shares pursuant to be soldSection 7(c), the price of the Units, the terms of the warrants from 72,000,000 shares to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska1,200,000 shares. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s V-CO's Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s V-CO's Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock V-CO and Shiprock Sub V-ACQ-SUB shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hf) Prior to the Closing, Shiprock if requested by WW, V-CO shall promptly (i) adopt a new stock option/incentive planoption plan reserving no less than 2,000,000 shares of V-CO Common Stock for issuance thereunder, (ii) adopt new bylaws, (iii) change its name, (iv) amend and restate its articles of incorporation and/or (v) conduct such other reasonable action in the manner requested by WW all in the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planrequested by WW.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one hand, and Shiprock and Shiprock Sub on the other hand, shall each party to this Agreement will be entitled to make such investigations of conduct the assets, properties, business and operations of appropriate due diligence investigation related to the other party, . The representations and to examine the books, records, tax returns, financial statements and other materials warranties contained in this Agreement will not be affected or deemed waived by reason of the other party as such investigating party deems necessary fact that any Party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully thereinany respect. Until the Closing, the Parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep strictly confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Splitno written news releases or public disclosure (each, the total number of shares of Duska Common Stock outstanding a “Disclosure”) shall be 14,050,761 (plus permitted by any shares sold in the Financing). (c) Prior party unless previously agreed to the Closingby all Parties hereto, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock except that Purchaser will be permitted to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to SEC the Shiprock stockholders a proxy statement or information statement required in connection with obtaining appropriate Form 8-K within four (4) business days after the foregoing approval execution of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Mergerthis Agreement. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the After Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 any proposed Disclosure by a party hereto pertaining to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or (ii) to make a public announcement regarding this Agreement or the transactions contemplated herebydisclosure, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before provided, however, that such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may requestapproval will not be unreasonably withheld. (fc) Prior Contemporaneous with or prior to the Closing, Purchaser’s Board of Directors will take all necessary and requisite corporate and other actions to nominate and appoint to the Board of Directors Xxxx Xxxxxxx and Xxxxx X. XxxxxXxxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) effective immediately upon the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger)Closing. (gd) Except as contemplated by this Agreement, there shall will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock Purchaser common stock after the date hereof of the execution of this Agreement and prior to the Closing, and there shall will be no dividends or other distributions paid on ShiprockPurchaser’s Common Stock common stock after the date hereof, in each case through and including the Effective Date. Shiprock Closing. (e) Purchaser, acting through its Board of Directors, will authorize and Shiprock Sub shall conduct no businesstake all requisite and necessary actions to prepare and file the requisite reports and/or filings with the SEC or any other federal, prior state or local governmental agency or instrumentality having jurisdiction over the transactions contemplated by this Agreement and make whatever other reports and/or filings that may be required pursuant to the Closingapplicable law, other than rule or regulation. (f) Seller will provide to Purchaser any documents and information in Seller’s possession or control requested by Purchaser as being necessary for inclusion in the ordinary course of business requite reports and/or filings to be made by Purchaser with the SEC or as may be necessary in order to consummate other agency concerning the Agreement and the transactions contemplated hereby. Seller agrees to promptly correct any information provided by for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any material respect, and Purchaser further agrees to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities and financial reporting laws. (g) Except as required by court order or applicable law, Seller will not voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to this Agreement not being satisfied. Without limiting the generality of the foregoing neither Seller nor Purchaser will intentionally take any action that would result in; (i) Any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or (ii) Any of such representations and warranties that are not so qualified becoming untrue in any material respect. (h) Prior The Closing is contingent upon the successful completion of the $300,000 financing depicted in Section 5(c) above. All shares of Purchaser’s common stock to be issued hereunder are to be held in escrow with Xxxxxxx X. Xxxxxxx, Attorney at Law, until the Closing$300,000 financing is completed, Shiprock shall adopt a stock option/incentive planat which time, provided all other terms of Closing are satisfied, the form Closing will be effected and the shares of which is attached hereto common stock will be released from escrow and the $50,000 will be delivered to Xxxxxxxx Investment Company as Exhibit “C,” and shall make provision for all per the terms of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planAgreement.

Actions Prior to Closing. (a) Prior to During the period between the date hereof and the Closing, Duska on the one hand, NDYN has been shell and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, conduct its business and operations of in the same manner in which the same have heretofore been conducted. NATE’S during the period between the date hereof and the Closing, shall conduct its business and operations in the same manner in which the same have heretofore been conducted. During such period, unless it has received written consent thereto from the other party, neither NATE’S nor NDYN will: (1) Incur any obligation, liability or commitment, absolute or contingent, other than current liabilities incurred in the ordinary and usual course of business. (2) Declare or pay and dividends on or make any distributions in respect of , or issue, purchase, or redeem any of its shares of stock or partnership interests except in accordance with the Agreement. (3) Subject any of its properties to examine a mortgage, pledge, or lien, except in the booksusual and ordinary course of business. (4) Sell or transfer any of its properties, recordsexcept in the usual and ordinary course of business. (5) Make any investment of a capital nature, tax returnsexcept in the usual and ordinary course of business. (6) Enter into any long-term contracts or commitments or modify or terminate any existing agreements, financial statements except in the usual and other materials ordinary course of business. (7) Use any of its assets or properties except for proper corporate purposes. (8) Sell, contract to sell, or issue any equity or debt securities. (b) During the period between the date of this Agreement and the Closing, NDYN and NATE’S, shall each accord representatives of the other party as such investigating party deems necessary in connection with this Agreement access to the offices, records, files, books of account and tax returns, provided the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall same will not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent unreasonably interfere with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and normal operations of such party, unless such information entities. (ic) is readily ascertainable from public or published information, (ii) is received from a third party If the Closing does not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated occur for any reason, each party shall of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilation thereof, as is practicable, and will certify to such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counselparty. (d) Prior to the ClosingClosing or in connection therewith, Duska shall complete any written news releases or public disclosure by either NDYN or NATE’S regarding the Financing. At Agreement or the sole discretion transactions contemplated thereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided that such approval will not be unreasonably withheld and such review and approval will not be required of Duskadisclosures required to comply, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount judgment of gross proceeds to be raised in the Financing to $2,000,000counsel, the Financing shall be deemed to have been completed if Duska raises $2,000,000 with federal or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duskacorporate laws or policies. (e) Prior to Contemporaneous with the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public Closing or the press regarding Effective Time of the Merger, NDYN’s Board of Directors will take all necessary and requisite actions to nominate and appoint new directors designated by NATE’S, Xxxx Xxxxx.; which appointment shall become effective upon the completion of the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may requestherein. (f) Prior to the ClosingNDYN, Xxxxx X. Xxxxx, the registered and beneficial owner acting through its Board of 500,000 shares of Shiprock Common stockDirectors, will sell authorize and take all requisite and necessary actions to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, prepare and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) file the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection requisite reports and/or filings with the Merger)SEC and make whatever other reports and/or filings that may be required pursuant to applicable law. (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange NATE’S will provide to NDYN any documents and information necessary for inclusion in the requisite reports and/or filings of shares NDYN with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends SEC or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate agency concerning the transactions contemplated hereby. NATE’S agrees to correct promptly any information provided for use in the reports and/or filings, if and to the extent that, such information has become incorrect or misleading in any material respect, NATE’S agrees to assist NDYN to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities laws. (h) Prior Except as required by law, neither NATE’S nor NDYN will voluntarily take any action that would, or that is reasonably likely to result in any of the conditions agreed to herein not being satisfied. Without limiting the foregoing neither NATE’S nor NDYN will take any action that would result in: (i) any of the representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or (ii) any of such representations and warranties that are not so qualified becoming untrue or inaccurate in any material respect. (i) NDYN will continue to satisfy throughout the period from the date hereof to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planClosing any disclosure or filing requirements.

Actions Prior to Closing. (a) Prior to the Closing, Duska Seaglass on the one hand, and Shiprock Calypso and Shiprock Merger Sub on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations. If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and shall their respective affiliates will not disclose, nor use for their own benefit, any such information or documents obtained from the other party concerning the assetsor parties, properties, business and operations of such partyin either case, unless and to the extent such information or documents are; (i) is readily ascertainable from public or published information, or trade sources; (ii) is received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilations thereof, as is practicable, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectparty. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior written news releases or public disclosure by any party hereto pertaining to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that; (i) such approval will not be unreasonably withheld; and (ii) such review and approval will not be required of disclosures required to make a public announcement regarding this Agreement comply, in the judgment of counsel, with federal or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments state securities or changes that Duska may requestcorporate laws or policies. (fc) Prior Contemporaneous with or prior to the Closing, Xxxxx X. Xxxxx, Calypso’s Board of Directors will take all necessary and requisite actions to nominate and appoint to the registered Board two new directors designated by Seaglass and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) effective immediately upon the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger)Closing. (gd) Except as contemplated by this Agreement, there shall will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock Calypso common stock after the date hereof and there shall will be no dividends or other distributions paid on ShiprockCalypso’s Common Stock common stock after the date hereof, in each case through and including the Effective Date. Shiprock Time of the Merger. (e) Calypso, acting through its Board of Directors, will authorize and Shiprock Sub shall conduct no business, prior take all requisite and necessary actions to prepare and file the Closing, requisite reports and/or filings with the SEC and make whatever other than reports and/or filings that may be required pursuant to applicable law. (f) Seaglass will provide to Calypso any documents and information necessary for inclusion in the ordinary course of business requite reports and/or filings to be filed by Calypso with the SEC or as may be necessary in order to consummate other agency concerning the Merger and the transactions contemplated hereby. Seaglass, Calypso and Merger Sub, respectively, agree to promptly correct any information provided by any of them for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any material respect and Calypso further agrees to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities laws. -- (g) Except as required by law, neither Seaglass nor Calypso and Merger Sub will voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to the Merger not being satisfied. Without limiting the generality of the foregoing neither Seaglass nor Calypso and Merger Sub will not take any action that would result in; (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect. (h) Prior to the Closing, Shiprock shall adopt a Calypso common stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan will continue to be assumed under this stock option/incentive planapproved for quotation in the over-the-counter market on the OTC Bulletin Board and Calypso will have continued to satisfy throughout the period from the date hereof through the Closing Date any disclosure or filing requirements to maintain its eligibility to have its shares quoted.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one handAIDH, MIS and Shiprock and Shiprock Sub on the other handAS, shall will be entitled to make such investigations of the assets, properties, business and operations of the other partyparties, and to examine the books, records, tax returns, financial statements and other materials of the other party parties as such investigating party deems necessary in connection with this Agreement Agreement, the Transaction Documents and the transactions contemplated herebyContemplated Transactions. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior AIDH, MIS, AS, and the Major Shareholder agree that prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree they will not to issue any statement or communications to the general public or the press regarding the transactions contemplated by this Agreement Contemplated Transactions without the prior written consent of the other parties. In the event that Shiprock MIS is required under federal securities law Securities Law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated herebyContemplated Transactions, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated herebyContemplated Transactions, Shiprock MIS shall provide Duska AIDH with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska AIDH may request. (fc) Prior Except as provided in the Transaction Documents, prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights Rights issued in respect of Shiprock’s Common Stock after of, the date hereof MIS Stock, and there shall be no dividends or other distributions paid on ShiprockMIS’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock Closing. (d) MIS and Shiprock Sub AS shall (i) conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated herebyContemplated Transactions, (ii) MIS and AS shall not incur any Liabilities without the express prior written consent of AIDH, and (iii) MIS shall pay, discharge or satisfy all Liabilities of MIS and AS prior to Closing and shall provide confirmation of same, which confirmation will be in form and substance satisfactory to AIDH, prior to Closing. (he) Except as otherwise provided under this Agreement, prior to the Closing, MIS and AS shall not take any action or enter into any agreement to issue or sell any shares of capital stock of MIS or AS or any securities convertible into or exchangeable for any shares of capital stock of MIS or AS or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of MIS or AS without the prior express written consent of AIDH. (f) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, MIS and AS will timely file all SEC Reports required to be filed with the form of which is attached hereto as Exhibit “C,” SEC and shall make provision for will comply in all respects with the requirements of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planSecurities Laws.

Actions Prior to Closing. (a) Prior to the Closing, Duska Boomj on the one hand, and Shiprock CoConnect and Shiprock CoConnect Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitBoomj, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingCoConnect, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock CoConnect Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock CoConnect is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock CoConnect shall provide Duska Boomj with a copy of the proposed disclosure no less than 48 forty-eight (48) hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Boomj may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gc) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockCoConnect’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockCoConnect’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock CoConnect and Shiprock CoConnect Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior CoConnect shall execute a one-for-four reverse stock split prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all closing of the Merger, so that the total number of shares of CoConnect Common Stock issued and outstanding options under Duska’s 2000 Stock Option Plan immediately prior to the Merger shall be assumed under not greater than 868,750 shares. (e) CoConnect shall timely file a Current Report on Form 8-K in connection with the execution of this stock option/incentive planAgreement. (f) All pending Litigation involving CoConnect and related Third Parties as described in Exhibit L shall be resolved favorable to CoConnect; notwithstanding, Boomj shall have the sole right to rescind this Agreement if Boomj is not satisfied with the outcome of such resolution. (g) All outstanding liabilities of CoConnect shall be paid, waived or otherwise satisfied; notwithstanding, Boomj shall have the sole right to rescind this Agreement if Boomj is not satisfied with the outcome of the satisfaction of the liabilities.

Actions Prior to Closing. (a) Prior to the Closing, Duska MedaCure on the one hand, and Shiprock Jump’n Jax and Shiprock Merger Sub on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall will cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall will not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and their respective affiliates will keep confidential and will not use in any manner inconsistent with the transactions contemplated by this Agreement any information or documents obtained from the other concerning its assets, properties, business or operations. If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and their respective affiliates will not disclose, nor use for their own benefit, any such information or documents obtained from the other, in either case, unless and to the extent: (i) readily ascertainable from public or published information, or trade sources; (ii) received from a third party not under an obligation to such MedaCure or Jump’n Jax, as the case may be, to keep such information confidential; or (iii) required by any applicable law, rule, regulation or court order. If the Closing does not occur for any reason, each of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilations thereof as is practicable, and will certify such destruction or return to the other party. (b) Prior to the Closing, Duska shall effect any written news releases or public disclosure by either party pertaining to this Agreement will be submitted to the Stock Split. After the foregoing Stock Splitother party for its review and approval prior to such release or disclosure, the total number provided, however, that: (i) such approval will not be unreasonably withheld, and (ii) such review and approval will not be required of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold disclosures required to comply, in the Financing)judgment of counsel, with federal or state securities or corporate laws or policies. (c) Prior to the Closing, Shiprock shall amend and restate Jump’n Jax will effect a change in its Articles of Incorporation by adopting, and filing with corporate domicile from the office of the Secretary of State of Nevada, Utah to Nevada and will effect the Amended and Restated Articles of Incorporation, the form of which is attached hereto Merger as Exhibit “B” (the “Amended and Restated Articles of Incorporation”)a Nevada entity. The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock Jump’n Jax will also cause it corporate name to 50,000,000, and (ii) change the name of Shiprock be changed to “Duska TherapeuticsCuraTech Industries, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock Jump’n Jax common stock after the date hereof and there shall will be no dividends or other distributions paid on ShiprockJump’n Jax’s Common Stock common stock after the date hereof, in each case through and including the Effective DateTime of the Merger. Shiprock Jump’n Jax and Shiprock Merger Sub shall will conduct no business, business activities prior to the Closing, Closing other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (e) Jump’n Jax, acting through its Board of Directors, will authorize and take all requisite and necessary actions to finalize and give notice of and submit for a vote by its stockholders by written consent the following items; (i) the proposal to change Jump’n Jax’s state of domicile from the State of Utah to Nevada and change its corporate name to CuraTech Industries, Inc.; and (ii) authority to effectuate the four shares for one share Forward Stock Split and take all requisite and necessary action to finalize the Forward Stock Split in accordance with applicable law; (f) Jump’n Jax will take the requisite and necessary actions to obtain the written consent for those actions discussed in Section 7(e) above as soon as practicable after the execution of this Agreement and, as promptly as practicable thereafter will: (i) prepare and file with the SEC a preliminary Information Statement to be disseminated by Jump’n Jax to its stockholders (the “Information Statement”) relating to the matters stated above; (ii) take the appropriate action to obtain and furnish the information required by the SEC to be included in the definitive Information Statement; and (iii) after consultation with counsel to MedaCure, respond promptly to any comments made by the SEC with respect to the preliminary Information Statement and cause the definitive Information Statement to be mailed to its stockholders as promptly as practicable following clearance from the SEC. (g) MedaCure will provide to Jump’n Jax any information for inclusion in the Information Statement which may be required under applicable law and which is reasonably requested by Jump’n Jax. Each of MedaCure, Jump’n Jax and Merger Sub, respectively, agree promptly to correct any information provided by any of them for use in the Information Statement if, and to the extent that, such information will have become false or misleading in any material respect and Jump’n Jax further agrees to take all necessary steps to cause the Information Statement as so corrected to be filed with the SEC and to be disseminated to its stockholders to the extent required by applicable federal securities laws. (h) Prior Jump’n Jax hereby represents and warrants that the information supplied or to be supplied by Jump’n Jax for inclusion or incorporation by reference in (i) the Information Statement or (ii) the Other Filings (as defined below) will, at the respective times filed with the SEC and, in addition, in the case of the Information Statement, as of the date it or any amendment or supplement thereto is mailed to stockholders, not contain any untrue statement of a material fact or omit 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. The Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. MedaCure hereby represents and warrants that the information supplied or to be supplied by MedaCure for inclusion or incorporation by reference in the Information Statement or Other Filings will, at the respective times filed with the SEC and, in addition, in the case of the Information Statement, as of the date it or any amendment or supplement thereto is mailed to stockholders, not contain any untrue statement of a material fact or omit 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. (i) As soon as practicable following the date hereof and following the Effective Time of the Merger, each of Jump’n Jax and MedaCure will properly prepare and file any other filings required under the Exchange Act or any other federal, state or foreign law relating to the Closing, Shiprock shall adopt a stock option/incentive planMerger (collectively, the form of which “Other Filings”). (j) Except as required by law, Jump’n Jax and Merger Sub will not voluntarily take any action that would, or that is attached hereto as Exhibit “C,” and shall make provision for all reasonably likely to, result in any of the outstanding options under Duska’s 2000 Stock Option Plan conditions to the Merger not being satisfied. Without limiting the generality of the foregoing Jump’n Jax and Merger Sub will not take any action that would result in (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect. (k) Jump’n Jax common stock will continue to be assumed approved for quotation on the OTC Bulletin Board and Jump’n Jax will have continued to satisfy throughout the period from the date hereof through the Closing Date (i) its filing requirements under this stock option/incentive planSection 13 of the Exchange Act and (ii) the requirements of Rule 15c2-11 as promulgated by the SEC under the Exchange Act.

Actions Prior to Closing. (a) Prior to Operations Pending Closing. Between the Closing, Duska on the one hand, and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations date of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this -------------------------- Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitDate, the total number of shares of Duska Common Stock outstanding Seller shall be 14,050,761 (plus any shares sold continue to operate the Business in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”)Ordinary Course. The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without Without the prior written consent of the other parties. In Buyer, which consent shall not be unreasonably withheld or delayed, the event that Shiprock is required under federal securities law Seller shall not do any of the following with respect to either the Business during such period: (i) file engage in any document with commercial practice that is not in the SEC that discloses this Agreement Ordinary Course including sales of product to any one customer in excess of such customer's needs for one season, adding or the transactions contemplated herebyterminating a distributor, or modifying any material contract; (ii) sell, lease to make a public announcement regarding this Agreement others, license to others or otherwise dispose of any Assets, except for sales of produce inventory and use of nursery transplants in the transactions contemplated hereby, Shiprock shall provide Duska with a copy Ordinary Course and replacement or retirement of machinery and equipment in the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request.Ordinary Course; (fiii) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or except as may be necessary imposed by a Requirement of Law (which shall not qualify the Seller's representations or the Buyer's closing conditions contained herein), create or suffer to be created any Encumbrance or other exceptions to title upon the Assets, except for draws under the Operating Line in order to consummate the transactions contemplated hereby.Ordinary Course, and except that the financing for property which is presently secured may be refinanced; provided, however, that such refinancing shall be on no less favorable terms (other than changes in interest rates dictated by market conditions), shall not increase the amount of the debt and shall not increase the collateral therefor; (hiv) Prior enter into any agreement or commitment that materially restricts the Business from being carried on as it is currently being carried on; (v) incur any additional indebtedness for money borrowed, except (a) amounts secured by inventory and/or receivables under the Operating Line, (b) indebtedness incurred to acquire property, plant or equipment and secured by the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” acquired asset otherwise permitted hereby and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan (c) indebtedness to be assumed under this stock option/incentive planAffiliates.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingParent, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DMerger Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Shareholder Representative agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law either to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made made, unless otherwise agreed by the Company, and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, except as contemplated by this Agreement, Parent and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub without the prior written consent of the Company. (hd) Prior to the Closing, Shiprock Parent and Merger Sub shall adopt a stock option/incentive planconduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any liabilities or obligations without the prior written consent of the Company. (e) Prior to the Closing, Parent will file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the form Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (f) Prior to the Closing, Parent and the Shareholder Representative shall take such actions as shall be necessary to cancel shares of which is attached hereto as Exhibit “C,” Parent Common Stock and any liabilities of Parent so that the capital stock of Parent issued and outstanding at the Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall make provision for all be 3,550,000 shares of Parent Common Stock and so that Parent shall have no liabilities at the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planEffective Time.

Actions Prior to Closing. (a) Prior to the Closing, Duska Bio-Path on the one hand, and Shiprock Ogden Golf and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitBio-Path, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Ogden Golf and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Ogden Golf is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Ogden Golf shall provide Duska Bio-Path with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Bio-Path may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Ogden Golf Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Ogden Golf Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Ogden Golf and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, neither Ogden Golf nor Merger Sub shall take any action or enter into any agreement to issue or sell any shares of capital stock of Ogden Golf or Merger Sub or any securities convertible into or exchangeable or exercisable for any shares of capital stock of Ogden Golf or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Ogden Golf or Merger Sub, without the prior written consent of Bio-Path. (d) Prior to the Closing, Ogden Golf will timely file all required Ogden Golf SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (e) Prior to the Closing, if requested by Bio-Path, Ogden Golf shall adopt a new stock option plan in the manner requested by Bio-Path. (f) Prior to the Closing, Ogden Golf shall take such actions as shall be necessary to pay all of its liabilities. (g) Prior to the Closing, Ogden Golf and Merger Sub shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Ogden Golf and Merger Sub shall not incur any Liabilities without the prior written consent of Bio-Path. (h) Prior to the Closing, Shiprock Ogden Golf shall adopt take such action as shall be necessary to change the name of Ogden Golf to “Bio-Path Holdings, Inc.” (the “Name Change”). If this Agreement is terminated in accordance with Section 15(c), Ogden Golf agrees to change its name back to “Oxxxx Golf Co. Corporation” or to such other name as authorized by Ogden Golf promptly following such termination. (i) Ogden Golf will, as promptly as practicable following the execution of this Agreement, call, give notice of, convene and hold a stock option/incentive planmeeting of its shareholders for the purpose of approving this Agreement and the transactions contemplated by this Agreement, including the Disposition, the form Name Change, the Fiscal Year Change, the election of Bio-Path’s nominees to the Board of Directors of Ogden Golf and all matters outlined or contemplated herein, or obtain the written consent of its shareholders for the same aforementioned purpose. (j) Oxxxx Golf agrees that, from the date of this Agreement until the first to occur of (i) the termination of this Agreement pursuant to Section 15(c) and (ii) the Closing, except in connection with the Disposition, Ogden Golf will not, and will not authorize or permit any officer or director of Ogden Golf or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than Bio-Path concerning a possible investment in, or an acquisition, merger or consolidation of Ogden Golf with or into any other entity, a disposition of all or any substantial portion of the business, assets or securities of Ogden Golf, or provide any confidential information to any party other than Bio-Path concerning any such investment, acquisition, merger, consolidation or disposition (a “Ogden Golf Third Party Transaction”). Ogden Golf will promptly notify Bio-Path in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless Ogden Golf’s sole response to such offer is to refuse to discuss the offer with such party. In the event that Ogden Golf breaches any of its undertakings provided for in this Section 7(j) and Ogden Golf enters into a definitive agreement or agreement in principle with any third party in respect of which is attached hereto as Exhibit “C,” it breached such undertaking within six months after the termination by Bio-Path of this Agreement, then Ogden Golf shall cause Bio-Path to be paid, by Ogden Golf or another party or parties to the Oxxxx Golf Third Party Transaction, the amount of $200,000 in cash upon the closing of such Ogden Golf Third Party Transaction. (k) Bio-Path agrees that, from the date last set forth below until the first to occur of (i) the termination of this Agreement pursuant to Section 15(c) and shall make provision for (ii) the Closing, except in connection with the Equity Financing, Bio-Path will not, and will not authorize or permit any officer or director of Bio-Path or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than Ogden Golf concerning an acquisition, merger or consolidation of Bio-Path with or into any other entity, a disposition of all or any substantial portion of the outstanding options under Duskabusiness, assets or securities of Bio-Path, or provide any confidential information to any party other than Ogden Golf concerning any such acquisition, merger, consolidation or disposition (a “Bio-Path Third Party Transaction”). Bio-Path will promptly notify Ogden Golf in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless Bio-Path’s 2000 Stock Option Plan sole response to such offer is to refuse to discuss the offer with such party. In the event that Bio-Path breaches any of its undertakings provided for in this Section 7(k) and Bio-Path enters into a definitive agreement or agreement in principle with any third party in respect of which it breached such undertaking within six months after the termination by Oxxxx Golf of this Agreement, then Bio-Path shall cause Oxxxx Golf to be assumed under this stock option/incentive planpaid, by Bio-Path or another party or parties to Bio-Path Third Party Transaction, the amount of $200,000 in cash upon the closing of such Bio-Path Third Party Transaction. (l) Bio-Path will use commercially reasonable efforts to make all federal tax filings required to be made by applicable law as soon as practicable after the date hereof.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Parent and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law Securities Law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. The parties hereto agree to the issuance of a press release in a form to be agreed upon by the parties following the Execution Date. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there There shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of ShiprockParent’s Common or Preferred Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockParent’s Common Stock Stock, or shares of Parent capital stock issued, after the date hereof, in each case through and including the Effective DateTime. Shiprock The Company, Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock if requested by the Managers of IMPCO and the Company, Parent shall adopt a new stock option/incentive planoption plan or amend its existing stock option plan in the manner requested by the Managers of IMPCO and the Company. (e) Prior to the Closing, the form Board of which is attached hereto as Exhibit “C,” Directors of the Parent and the Manager of Merger Sub shall approve the Merger, this Agreement, and the transactions contemplated hereby, and shall make provision for all approve the resignations of the outstanding options under Duska’s 2000 Stock Option Plan officers and directors of Parent and Merger Sub, effective as of the Closing, and take such action as is necessary to be assumed under this stock option/incentive planappoint the Company nominees to the Parent Board of Directors and offices effective as of the Closing.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingParent, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Merger Sub, and Xxxxx each Major Shareholder agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, Parent and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub without the prior written consent of the Company. (d) Prior to the Closing, Parent and Merger Sub shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any liabilities or obligations without the prior written consent of the Company. (e) Prior to the Closing, Parent will timely file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (f) Prior to the Closing, if requested by the Company, Parent shall adopt a new stock option plan in the manner requested by the Company. (g) Prior to the Closing, Parent and each Major Shareholder shall take such actions as shall be necessary to cancel any liabilities of Parent so that Parent shall have no liabilities at the Effective Time. (h) Prior to the Closing, Shiprock Parent and each Major Shareholder shall adopt take such actions as shall be necessary to effect a reverse split of Parent Common Stock such that the capital stock option/incentive planof Parent issued and outstanding at the Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall be approximately 700,000 shares of Parent Common Stock (the "Reverse Split"). (i) Prior to the Closing, Parent shall take such action as shall be necessary to change the form name of which Parent to "Voxpath Holdings, Inc." If this Agreement is attached hereto terminated in accordance with Section 16(c), Parent agrees to change its name back to "Uintah Mountain Copper Company" or to such other name as Exhibit “C,” and shall make provision for all of authorized by the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planCompany promptly following such termination.

Actions Prior to Closing. (a) Prior to the Closing, Duska Kxxxxxx on the one hand, and Shiprock and Shiprock Sub Electrol-lealing on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties Parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any Party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the Parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep strictly confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations (the "Transactional Informatka"). It is hereby acknowledged that the Parties shall be permitted to disclose said Transactional Information to its third party professionals assisting in the analysis of such Transactional Information provided that the Party forwarding the Transactional Information to its third party professionals shall be required to inform such third party professionals in writing that such third party professionals shall be required to maintain the confidentiality of such Transactional Information in the same manner and shall respect as the Party providing such third party professionals with such Transactional Information. If the Closing does not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the Parties hereto and their respective affiliates will not disclose, nor use for their own benefit, any information or documents obtained from such Transactional Information unless and to the other party concerning the assets, properties, business and operations of extent such party, unless such information Transactional Information is; (i) is readily Readily ascertainable from public or publicly published information, or trade sources in the public domain; (ii) is received Received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required Required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the Parties and their respective affiliates will promptly return or destroy all originals and copies of such Transactional Information and compilations thereof, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date Party in a writing signed by an officer of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectParty. (b) Prior to the Closing, Duska no written news releases or public disclosure (each, a "Disclosure") shall effect the Stock Splitbe permitted by any Party unless previously agreed to by all Parties hereto. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation any proposed Disclosure by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached a Party hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock pertaining to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that (i) Such approval will not be unreasonably withheld; (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy The content of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares Disclosure shall be (i) $18.00 and (ii) the transfer reasonably agreeable to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.Parties; and

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction the Merger is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Parent and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law Securities Laws to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. The parties hereto agree to the issuance of a press release in a form to be agreed upon by the parties following the Execution Date. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered Except for grants of restricted Parent Common Stock and beneficial owner of 500,000 shares of Shiprock options exercisable for Parent Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to Stock that may be paid issued or issuable by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in Parent under its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred 2012 Equity Incentive Plan in connection with the Merger). (g) Except as contemplated by this AgreementParent’s annual compensation review process, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock or Parent Series A Preferred Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockParent’s Common Stock after the date hereof, in each case through and including the Effective DateTime. Shiprock The Company, Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock the Board of Managers and the members of the Company shall adopt a stock option/incentive planapprove the Merger, this Agreement, and the transactions contemplated hereby, and shall approve the resignations of the officers and managers of the Company, effective as of the Closing. (e) Prior to the Closing, the form of which is attached hereto as Exhibit “C,” Company and the Parent shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan mutually agree on anticipated equity grants, and terms thereof, to be assumed under this stock option/incentive plangranted to the post-Closing management team by the Parent, contingent upon the Parent Equity Plan Increase.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Parent and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law Securities Law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. The parties hereto agree to the issuance of a press release in a form to be agreed upon by the parties following the Execution Date. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there There shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of ShiprockParent’s Common or Preferred Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockParent’s Common Stock Stock, or shares of Parent capital stock issued, after the date hereof, in each case through and including the Effective DateTime. Shiprock The Company, Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock if requested by Managers of Advanced Drilling and the Company, Parent shall adopt a new stock option/incentive planoption plan or amend its existing stock option plan in the manner requested by the Managers of Advanced Drilling and the Company. (e) Prior to the Closing, the form Board of which is attached hereto as Exhibit “C,” Directors of the Parent and the Manager of Merger Sub shall approve the Merger, this Agreement, and the transactions contemplated hereby, and shall make provision for all approve the resignations of the outstanding options under Duska’s 2000 Stock Option Plan officers and directors of Parent and Merger Sub, effective as of the Closing, and take such action as is necessary to be assumed under this stock option/incentive planappoint the Company nominees to the Parent Board of Directors and offices effective as of the Closing.

Actions Prior to Closing. (a) Prior to the Closing, Duska BOOM on the one hand, and Shiprock RES and Shiprock RES Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected effected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitBOOM, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingRES, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DRES Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Principal agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock RES is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock RES shall provide Duska BOOM with a copy of the proposed disclosure no less than 48 forty-eight (48) hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska BOOM may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gc) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockRES’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockRES’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock RES and Shiprock RES Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock 1,500,000 shares of the currently issued and outstanding shares of RES Common Stock currently owned by the Principal shall adopt be placed in escrow to be cancelled at a stock option/incentive planfuture date. In order to effect the foregoing cancellation the Principal hereby agrees to place her 1,500,000 shares of RES Common Stock in escrow and upon payment to the Principal of $125,000 within 5 days after the closing of the Merger, 750,000 of those shares held in escrow shall be given to RES for cancellation, and Principal hereby agrees that RES may cancel those shares. The remaining 750,000 shares of Principal’s RES Common Stock held in escrow and shall be given to RES for cancellation upon payment to Principal of $125,000 on or before January 31, 2008. In the event that the January payment is not received by the Principal on or before January 31, 2008, the form 750,000 shares of which is attached hereto as Exhibit “C,” RES Common Stock still remaining in escrow at that time shall be returned to the Principal and shall make provision for all the Principal will receive an additional warrant to purchase 825,000 shares of RES Common Stock at a price of $0.93 per share. The additional warrants will expire on January 31, 2013. The holder (or holders) of the outstanding options under Duska’s 2000 Stock Option Plan warrants will be entitled to include the shares issuable upon the exercise of the warrants in any registration statement filed by RES. If the shares issuable upon the exercise of the warrants have not been covered by an effective registration statement after one year from the closing of the Merger, then all or any part of the warrants may be assumed under exercised by means of a “cashless exercise”. (e) RES shall timely file a Current Report on Form 8-K in connection with the execution of this stock option/incentive planAgreement.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one hand, TRXADE and Shiprock and Shiprock Sub on the other hand, shall XCEL will be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitTRXADE, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DXCEL, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Major Shareholder agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock XCEL is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock XCEL shall provide Duska TRXADE with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska TRXADE may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock after of, the date hereof XCEL Stock, and there shall be no dividends or other distributions paid on Shiprock’s Common XCEL's Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub Closing. (d) XCEL shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (e) Except as otherwise contemplated under this Agreement, prior to the Closing, XCEL shall not take any action or enter into any agreement to issue or sell any shares of capital stock of XCEL or any securities convertible into or exchangeable for any shares of capital stock of XCEL or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of XCEL without the prior written consent of TRXADE. (f) Prior to the Closing, XCEL shall conduct its business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, XCEL shall not incur any liabilities or obligations without the prior written consent of TRXADE. (g) Prior to the Closing, XCEL will timely file all required XCEL SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the NXCEL rules and regulations and state and regional securities laws and regulations. (h) Prior to the Closing, Shiprock if requested by TRXADE, XCEL shall adopt a new stock option/incentive plan, option plan or amend its existing stock option plan in the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planmanner requested by TRXADE.

Actions Prior to Closing. (a) Prior to the Closing, Duska CTC on the one hand, and Shiprock Bud and Shiprock Bud Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)order. If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska CTC shall effect convert or exchange all shares of its Preferred Stock currently outstanding into shares of CTC Common Stock, and shall exchange the Stock Splitloans referred to in the Omnibus Loan Agreement, dated as of October 1, 1999, between CTC and certain lenders, into shares of CTC Common Stock. After the foregoing Stock Splitexchange and issuance of shares of CTC Common Stock, CTC shall effect a reverse stock split so that the total number of shares of Duska CTC Common Stock outstanding immediately prior to the Merger shall be 14,050,761 (plus any shares sold in the Financing)10,000,000. (c) Prior Bud shall complete the offer and sale of 5,000,000 shares of Bud Common Stock in compliance with all applicable federal and state securities laws. All investors in the Bud Financing shall be 501(a) of Regulation D. In addition, Bud shall establish an escrow account in which all of the gross offering proceeds of the Bud Financing (totaling at least $5,000,000) will be held pending the Merger as contemplated hereby, and shall deposit the gross offering proceeds in such escrow account prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock Merger for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counselpurposes specified herein. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of DuskaCTC, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000Bud, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Bud Sub, and Xxxxx Xxxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (fe) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there There shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Bud's Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Bud's Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock Bud and Shiprock Bud Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or except as may be necessary in order to consummate the transactions contemplated hereby. (hf) Prior Bud shall file an amendment to its Articles of Incorporation with the ClosingSecretary of State of the State of Nevada in substantially the form attached hereto as Exhibit "C" effecting an amendment to its Articles of Incorporation to (i) reflect a name change to a new name as selected by CTC, Shiprock and(ii) adopt cumulative voting. (g) Bud shall adopt a stock option/incentive plan, option plan (the form of which is attached hereto Bud Sub and Xxxxxx contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith shall be true at and as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planClosing and Effective Date as though such representations and warranties were made at and as of such time.

Actions Prior to Closing. (a) Prior to the Closing, Duska WebiMax and Member on the one hand, and Shiprock and Shiprock Sub Calypso on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties Parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any Party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the Parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep strictly confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations (the “Transactional Information”). It is hereby acknowledged that the Parties shall be permitted to disclose said Transactional Information to its third party professionals assisting in the analysis of such Transactional Information provided that the Party forwarding the Transactional Information to its third party professionals shall be required to inform such third party professionals in writing that such third party professionals shall be required to maintain the confidentiality of such Transactional Information in the same manner and shall respect as the Party providing such third party professionals with such Transactional Information. If the Closing does not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and their respective -- 1416531 v3 affiliates will not disclose, nor use for their own benefit, any information or documents obtained from such Transactional Information unless and to the other party concerning the assets, properties, business and operations of extent such party, unless such information Transactional Information is; (i) is readily ascertainable from public or publicly published information, or trade sources in the public domain; (ii) is received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the Parties and their respective affiliates will promptly return or destroy all originals and copies of such Transactional Information and compilations thereof, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date Party in a writing signed by an officer of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectParty. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Splitno written news releases or public disclosure (each, the total number of shares of Duska Common Stock outstanding a “Disclosure”) shall be 14,050,761 (plus permitted by any shares sold in the Financing). (c) Prior Party unless previously agreed to the Closingby all Parties hereto, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock except that Calypso will be permitted to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to SEC the Shiprock stockholders a proxy statement or information statement required Form 8-K within four (4) business days after the execution of this Agreement as set forth in connection with obtaining the foregoing approval of the stockholders, and (zSection 2(k)(ii) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Mergerhereof. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the After Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 any proposed Disclosure by a Party hereto pertaining to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior will be submitted to the Closingother party for its review and approval prior to such release or disclosure, Xxxxx X. Xxxxxprovided, the registered and beneficial owner of 500,000 shares of Shiprock Common stockhowever, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be that; (i) $18.00 and such approval will not be unreasonably withheld; (ii) the transfer to Xx. Xxxxx of all content of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there Disclosure shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect reasonably agreeable to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.Parties; and

Actions Prior to Closing. (a) Prior to the Closing, Duska Xxxxxx on the one hand, and Shiprock HAUSA and Shiprock HAUSA Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska Xxxxxx shall effect the Stock Split. After the foregoing Stock Split, the total number of convert or exchange all shares of Duska its Preferred Stock currently outstanding into 681,818 shares of Xxxxxx Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing)Stock. (c) Prior to the Closing, Shiprock the holders of $400,000 principal amount of Arbios’ subordinated convertible promissory notes shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any convert such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counselpromissory notes into 400,000 Units. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of DuskaXxxxxx, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000HAUSA, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DHAUSA Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Founders agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock HAUSA is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock HAUSA shall provide Duska Xxxxxx with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Xxxxxx may request. (fe) Prior to the Closing, Xxxxx X. XxxxxHAUSA will either effect a 2-for-1 stock split, in which each outstanding share of HAUSA Common Stock will be split and converted into two (2) shares, or will effect a 100% stock dividend, the registered effect of which, in each case, shall be to increase the issued and beneficial owner outstanding number of 500,000 shares of Shiprock HAUSA Common stock, will sell Stock from 610,000 shares to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such 1,220,000 shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gf) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockHAUSA’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockHAUSA’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock HAUSA and Shiprock HAUSA Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hg) Prior to the Closing, Shiprock if requested by Xxxxxx, HAUSA shall adopt a new stock option/incentive plan, option plan or amend its existing stock option plan in the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planmanner requested by Arbios.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one handand except as may be first approved in writing by Medcross/I-Link, and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party or as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions otherwise permitted or contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date business of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding MiBridge shall be 14,050,761 (plus any shares sold conducted only in the Financing). (c) Prior to the Closing, Shiprock shall amend usual and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement ordinary course without the prior written consent creation of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated herebyindebtedness for money borrowed, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than except in the ordinary course of business, (ii) no change shall be made in the Articles of Incorporation or Bylaws of MiBridge, (iii) no shares of stock of MiBridge or its Affiliates shall be authorized for issuance or issued or delivered from treasury and no agreement for such issuance or delivery thereof shall be entered into, (iv) no dividend or other distribution in respect of and no redemption of any shares of stock of any class of MiBridge or its Affiliates shall be made by MiBridge, (v) other than disclosed on Exhibit 4(t) no increases shall be made in the compensation (including any commissions or bonuses) payable or to become payable by MiBridge or its Affiliates to any employee, (vi) no contract or commitment shall be entered into by or on behalf of MiBridge or its Affiliates except in the ordinary course of business, (vii) MiBridge will continue in effect its existing insurance coverage on all its properties, assets, business and personnel, (viii) no general increases shall be made in wages or benefits of any group of employees as may be necessary a result of collective bargaining or otherwise and (ix) MiBridge will not subject any of its property or assets to any material lien, claim, charge, option or encumbrance nor will it do or omit to do any act which will cause a material breach in any contract, agreement, lease, commitment or obligation to which it is a party or by which it is bound. MiBridge and the MiBridge Shareholders shall also provide Medcross/I-Link with information, including financial information for the period from MiBridge's inception through the Closing, in form reasonably acceptable to Medcross/I-Link, and shall fully cooperate with Medcross/I-Link's auditors and legal counsel, in order to consummate enable Medcross/I-Link to prepare and make all necessary state and federal filings. MiBridge and the transactions contemplated hereby. (h) Prior MiBridge Shareholders shall afford to the Closingofficers, Shiprock directors, and/or the authorized representatives of Medcross/I-Link free access to their facilities, properties and records in order that Medcross/I-Link may have the full opportunity to undertake such reasonable due diligence as Medcross/I-Link shall adopt a stock option/incentive plan, deem prudent in confirming the form representations and warranties of which is attached hereto as Exhibit “C,” MiBridge and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planin preparing said filing materials.

Actions Prior to Closing. (a) Prior to the Closing, Duska SMI on the one hand, and Shiprock Patco and Shiprock Patco Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska SMI shall effect the SMI Stock Split. After the foregoing Stock Split, the total number of fully diluted shares of Duska SMI Common Stock outstanding (as defined in Section 2(b)(2) above) shall be 14,050,761 9,175,000 (plus (i) the Unit Warrants, and (ii) any shares or Unit Warrants sold in the FinancingFinancing in excess of $1,750,000 of the Units). (c) Prior to the Closing, Shiprock Patco shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of NevadaDelaware, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase decrease the authorized number of shares of Shiprock Patco Common Stock to 50,000,00025,000,000, and authorize a class of 1,000,000 shares of preferred stock, (ii) change the name of Shiprock Patco to “Duska TherapeuticsSpectral Molecular Imaging, Inc.,” Shiprock and (iii) effect the Patco Stock Split. Patco shall (x) obtain the required approval of the stockholders of Shiprock Patco for the filing of the Amended and Restated Articles of Incorporation, (y) if requested by SMI, prepare and file with the SECSEC within 10 days following the date of this Agreement, and timely disseminate to the Shiprock Patco stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) if requested by SMI, prepare and file with the SEC, and timely disseminate to the Shiprock Patco stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock Patco following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of DuskaSMI’s counsel. (d) Prior to the Closing, Duska SMI shall use its commercially reasonable efforts to complete the Financing. At the sole discretion of DuskaSMI, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing as a condition to SMI being required to complete the Merger may be increased from $850,000 to an amount not greater than $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska SMI agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska SMI may utilize finders, placement agents and registered broker dealers to assist with the Financing and may agree to pay such finders, agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares shares of Duska SMI Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of DuskaSMI. (e) Prior to the Closing, DuskaSMI, ShiprockPatco, Shiprock Patco Sub, and Xxxxx Patridge agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Patco is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Patco shall provide Duska SMI with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska SMI may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 Patco shall pay Patridge a fee for services rendered to Patco in an amount equal to 50,000 shares of Shiprock Patco Common stockStock (after taking into account the Patco Stock Split), will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 which shares shall be (i) $18.00 included in the 825,000 shares of Patco Common Stock issued and (ii) the transfer outstanding immediately prior to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockPatco’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockPatco’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock Patco and Shiprock Patco Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock Patco shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under DuskaSMI’s 2000 2005 Stock Option Plan to be assumed under this stock option/incentive plan. (i) Prior to May 22, 2005, SMI and Patco shall each deliver to the other party its audited financial statements for the year ended December 31, 2004. (j) Prior to May 22, 2005, SMI and Patco shall each deliver to the other party its unaudited financial statements for the quarter ended March 31, 2005. (k) Prior to May 22, 2005, Patco shall have filed with the SEC its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and all other Patco SEC Documents required to be filed for the periods ending on or before December 31, 2004.

Actions Prior to Closing. (a) Prior to the Closing, Duska Xxxxxx on the one hand, and Shiprock VIGS and Shiprock VGS Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitXxxxxx, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend VIGS and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock VGS Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock VIGS is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock VIGS shall provide Duska Xxxxxx with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Xxxxxx may request. (fc) Prior to Other than the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (iVIGS Amended Articles referenced in Section 2(b)(2) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreementherein, there shall be issuance of shares, no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s VIGS Common Stock or VIGS Preferred Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s VIGS Common Stock or VIGS Preferred Stock, or shares of VIGS capital stock issued, after the date hereof, in each case through and including the Effective Date. Shiprock VIGS and Shiprock VGS Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock if requested by Xxxxxx, VIGS shall adopt a new stock option/incentive planoption plan or amend its existing stock option plan in the manner requested by Xxxxxx. (e) Prior to the Closing, the form board of which is attached hereto as Exhibit “C,” directors of each of VIGS and VGS Sub shall approve the Merger, this Agreement, and the transactions contemplated hereby, and shall make provision for all cause the resignations of the outstanding options under Duska’s 2000 Stock Option Plan officers and directors of VIGS and VGS Sub as of the Closing and take such action as is necessary to be assumed under this stock option/incentive planappoint the Xxxxxx nominees to the VIGS Board of Directors.

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one handMINRAD, TAC and Shiprock and Shiprock Sub on the other handAS, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitMINRAD, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingTAC, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DAS, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Major Shareholders agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock TAC is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock TAC shall provide Duska MINRAD with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska MINRAD may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock after of, the date hereof TAC Stock, and there shall be no dividends or other distributions paid on Shiprock’s TAC's Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock Closing. (d) TAC and Shiprock Sub AS shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (e) Except as otherwise contemplated under this Agreement, prior to the Closing, TAC and AS shall not take any action or enter into any agreement to issue or sell any shares of capital stock of TAC or AS or any securities convertible into or exchangeable for any shares of capital stock of TAC or AS or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of TAC or AS without the prior written consent of MINRAD. (f) Prior to the Closing, TAC and AS shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, TAC and AS shall not incur any liabilities or obligations without the prior written consent of MINRAD. (g) Prior to the Closing, TAC will timely file all required TAC SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (h) Prior to the Closing, Shiprock if requested by MINRAD, TAC shall adopt a new stock option/incentive plan, option plan or amend its existing stock option plan in the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planmanner requested by MINRAD.

Actions Prior to Closing. (a) Prior to the Closing, Duska USRE on the one hand, and Shiprock CRE and Shiprock Sub Seaglass on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations. If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and shall their respective affiliates will not disclose, nor use for their own benefit, any such information or documents obtained from the other party concerning the assetsor parties, properties, business and operations of such partyin either case, unless and to the extent such information or documents are; (i) is readily ascertainable from public or published information, or trade sources; (ii) is received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilations thereof, as is practicable, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectparty. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior written news releases or public disclosure by any party hereto pertaining to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that; (i) such approval will not be unreasonably withheld; and (ii) such review and approval will not be required of disclosures required to make a public announcement regarding this Agreement comply, in the judgment of counsel, with federal or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments state securities or changes that Duska may requestcorporate laws or policies. (fc) Prior Contemporaneous with or prior to the Closing, Xxxxx X. XxxxxCRE’s Board of Directors will take all necessary and requisite actions to nominate and appoint to CRE’s Board, up to two new directors designated by USRE, to be effective immediately upon the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common StockClosing, and Shiprock shall cancel all of such shares. The purchase price also to cause to be paid appointed to the Seaglass Board of Directors Xxxx Xxxxxxxx, Xxxx Xxxxxxx, and up to two additional directors designated by Shiprock for Xx. Xxxxx’x 180,000 shares shall USRE, to be effective immediately upon the Closing. (d) At or prior to the Closing, CRE’s Board of Directors will (i) $18.00 and approve the change of CRE’s corporate name to U.S. Rare Earths, Inc., (ii) obtain the transfer written consent of stockholders owning at least a majority of its outstanding shares of common stock approving the name change, (iii) cause to Xx. Xxxxx be prepared and filed with the State of all Nevada the appropriate amendment to CRE’s Articles of Incorporation to reflect the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobilename change, and Xx. Xxxxx shall agree (iv) cause to assume all of the accrued liabilities associated with Shiprock’s landscaping be prepared and irrigation business (excluding up to $10,000 in costs incurred in connection filed with the Merger)SEC and FINRA the appropriate reports and other documents to effect the name change. (ge) Except as contemplated by this Agreement, there shall will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock CRE common stock after the date hereof and there shall will be no dividends or other distributions paid on ShiprockCRE’s Common Stock common stock after the date hereof, in each case through and including the Effective Date. Shiprock Time of the Merger. (f) CRE, acting through its Board of Directors, will authorize and Shiprock Sub shall conduct no businesstake all requisite and necessary actions to prepare and file the requisite reports and/or filings with the SEC and make whatever other reports and/or filings that may be required pursuant to applicable law. (g) USRE will provide to CRE any documents and information necessary, prior to the Closingincluding financial statements, other than for inclusion in the ordinary course of business requite reports and/or filings to be filed by CRE with the SEC or as may be necessary in order to consummate other agency concerning the Merger and the transactions contemplated hereby. USRE, CRE and Seaglass, respectively, agree to promptly correct any information provided by any of them for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any material respect and CRE further agrees to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities laws. (h) Prior Except as required by law, neither USRE nor CRE and Seaglass will voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to the Closing, Shiprock shall adopt a stock option/incentive plan, Merger not being satisfied. Without limiting the form of which is attached hereto as Exhibit “C,” and shall make provision for all the generality of the outstanding options under Duska’s 2000 Stock Option Plan foregoing neither USRE nor CRE and Seaglass will not take any action that would result in; (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect. (i) CRE common stock will continue to be assumed under this stock option/incentive planapproved for quotation in the over-the-counter market on the OTC Bulletin Board and CRE will have continued to satisfy throughout the period from the date hereof through the Closing Date any disclosure or filing requirements to maintain its eligibility to have its shares quoted.

Actions Prior to Closing. (a) Prior to the Closing, Duska Xxxxxxx on the one hand, and Shiprock and Shiprock Sub Electrol-lealing on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties Parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any Party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the Parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep strictly confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations (the "Transactional Informatka"). It is hereby acknowledged that the Parties shall be permitted to disclose said Transactional Information to its third party professionals assisting in the analysis of such Transactional Information provided that the Party forwarding the Transactional Information to its third party professionals shall be required to inform such third party professionals in writing that such third party professionals shall be required to maintain the confidentiality of such Transactional Information in the same manner and shall respect as the Party providing such third party professionals with such Transactional Information. If the Closing does not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the Parties hereto and their respective affiliates will not disclose, nor use for their own benefit, any information or documents obtained from such Transactional Information unless and to the other party concerning the assets, properties, business and operations of extent such party, unless such information Transactional Information is; (i) is readily Readily ascertainable from public or publicly published information, or trade sources in the public domain; (ii) is received Received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required Required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the Parties and their respective affiliates will promptly return or destroy all originals and copies of such Transactional Information and compilations thereof, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date Party in a writing signed by an officer of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectParty. (b) Prior to the Closing, Duska no written news releases or public disclosure (each, a "Disclosure") shall effect the Stock Splitbe permitted by any Party unless previously agreed to by all Parties hereto. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation any proposed Disclosure by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached a Party hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock pertaining to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that (i) Such approval will not be unreasonably withheld; (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy The content of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares Disclosure shall be (i) $18.00 and (ii) the transfer reasonably agreeable to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.Parties; and

Actions Prior to Closing. (a) Prior to the Closing, Duska on the one handTarget, Ardmore and Shiprock and Shiprock Merger Sub on the other hand, shall will be entitled to make such investigations of the assetsAssets, properties, business and operations of the other partyparties, and to examine the books, records, tax returns, financial statements and other materials of the other party parties as such investigating party deems necessary in connection with this Agreement Agreement, the Transaction Documents and the transactions contemplated herebyContemplated Transactions. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assetsAssets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior Target, Ardmore, Merger Sub, and the Principal Shareholder agree that prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree they will not to issue any statement or communications to the general public or the press regarding the transactions contemplated by this Agreement Contemplated Transactions without the prior written consent of the other parties. In the event that Shiprock Ardmore is required under federal securities law Securities Law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated herebyContemplated Transactions, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated herebyContemplated Transactions, Shiprock Ardmore shall provide Duska Target with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Target may request. (fc) Prior Except as provided in the Transaction Documents, prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights Rights issued in respect of Shiprock’s Common of, the Ardmore Stock after the date hereof or Ardmore Preferred Stock, and there shall be no dividends or other distributions paid on ShiprockArdmore’s Common Stock or Ardmore Preferred Stock after the date hereof, in each case through and including the Effective Date. Shiprock Time. (d) Ardmore and Shiprock Merger Sub shall (i) conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated herebyContemplated Transactions, (ii) Ardmore and Merger Sub shall not incur any Liabilities without the express prior written consent of Target, and (iii) Ardmore shall pay, discharge or satisfy all Liabilities of Ardmore and Merger Sub prior to Closing and shall provide confirmation of same, which confirmation will be in form and substance satisfactory to Target, prior to Closing. (he) Except as otherwise provided under this Agreement, prior to the Closing, Ardmore and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Ardmore or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Ardmore or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Ardmore or Merger Sub without the prior express written consent of Target. (f) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, Ardmore and Merger Sub will timely file all SEC Reports required to be filed with the form of which is attached hereto as Exhibit “C,” SEC and shall make provision for will comply in all respects with the requirements of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planSecurities Laws.

Actions Prior to Closing. (a) Prior to the Closing, Duska ITV on the one hand, and Shiprock Radium and Shiprock Radium Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitITV, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingRadium, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DRadium Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Founders agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Radium is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Radium shall provide Duska ITV with a copy of the proposed disclosure no less than 48 forty-eight (48) hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska ITV may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gc) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockRadium’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockRadium’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock Radium and Shiprock Radium Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all 750,000 shares of the currently issued and outstanding options under Duska’s 2000 shares of Radium Common Stock Option Plan currently owned by the Founders shall be cancelled. In order to effect the foregoing cancellation, each of the Founders hereby agrees to return 375,000 of his shares of Radium Common Stock to Radium immediately prior to the Closing, and hereby agrees that Radium may cancel those shares. The Founders agree that they shall not be assumed under compensated by Radium or any other person for the return and cancellation of the foregoing 750,000 shares. (e) Radium shall timely file a Current Report on Form 8-K in connection with the execution of this stock option/incentive planAgreement.

Actions Prior to Closing. (a) Prior to the Closing, Duska Lpath on the one hand, and Shiprock NCI and Shiprock NCI Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business business, and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska Lpath shall effect the Stock Split. After the foregoing Stock Split, the total number of convert or exchange all shares of Duska its Preferred Stock currently outstanding into 10,053,183 shares of Lpath Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing)Stock. (c) Prior to the Closing, Shiprock the holders of $910,000 principal amount of Lpath subordinated convertible promissory notes shall amend agree to convert such promissory notes into such number and restate its Articles type of Incorporation by adopting, and filing with securities as being offered pursuant to the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of contemplated private placement for shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock NCI Class A common stock following the completion execution of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counselthis Agreement. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of DuskaLpath, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000NCI, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DNCI Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Founders agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock NCI is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock NCI shall provide Duska Lpath with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Lpath may request. (fe) Prior to the Closing, Xxxxx X. XxxxxNCI will effect repurchase of 4,920,000 shares common stock from Xxxx Xxxxxx for $10,000, thereby decreasing the registered and beneficial owner of 500,000 issued shares from 6,420,000 shares of Shiprock NCI Class A Common stock, will sell Stock to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such 1,500,000 shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gf) Except as contemplated by this AgreementAgreement or by the Offering, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of ShiprockNCI’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on ShiprockNCI’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock NCI and Shiprock NCI Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hg) Prior to the Closing, Shiprock if requested by Lpath, NCI’s Board of Directors shall adopt approve a new stock option/incentive planoption plan or amend its existing stock option plan in the manner requested by Lpath and submit such plan for approval to NCI’s stockholders in the manner required under applicable law or regulation. (h) All documents that NCI is responsible for filing with the SEC in connection with the transactions contemplated herein, including without limitation the information to be provided pursuant to Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) required to be filed at least ten (10) days prior to the Closing (the “14f-1 Information”) will comply as to form and substance in all material respects with the applicable requirements of which the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. The information supplied by each of NCI and Lpath for inclusion in the materials used in connection with NCI’s consent solicitation of its stockholders shall not, at the time such consent solicitation is attached hereto distributed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (i) From the date of this Agreement until the Effective Date or the earlier termination of this Agreement, NCI and Lpath each shall direct and cause its employees, agents, and representatives (including any investment banker, attorney or accountant retained by such party) not to, directly or indirectly, initiate, solicit or encourage, any inquiries in respect of or the making of, any Acquisition Offer (as Exhibit “C,” defined below) or engage in any negotiations concerning or provide any confidential or nonpublic information or data to, or afford access to the employees, properties or books or records of their respective businesses, or have any discussions with, any person relating to an Acquisition Offer, or otherwise facilitate any effort or attempt to make or implement an Acquisition Offer. Within five (5) business days after receipt of an Acquisition Offer or any request for confidential or nonpublic information relating to or for access to the employees, properties, books or records of its business by any person who indicates that they may be considering making, or has made an Acquisition Offer, NCI or Lpath, as the case may be, shall notify the other of the fact that such event has occurred and shall make provision notify the other of the person making such inquiry or an Acquisition Offer. Notwithstanding the foregoing, NCI or Lpath may furnish information concerning its business, properties or assets to any other person or entity if its board of directors or any committee or independent members thereof, in the exercise of their fiduciary responsibilities, determines that such information should be provided to such other party. In the event NCI or Lpath furnishes such information to a third party in accordance with its fiduciary responsibilities, it shall still inform the other person of such action. The term “Acquisition Offer” means any offer or proposal for any merger, tender offer, sale, lease as lessor, license as licensor or other disposition of substantial assets, sale of capital stock or debt securities or similar transaction involving NCI or Lpath unless the acquiror expressly acknowledges and confirms the existence of all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed obligations of NCI or Lpath under this stock option/incentive plan.Agreement

Actions Prior to Closing. (a) Prior After January 1, 1997, and prior to the Closing, Duska on the one handand except as may be first approved in writing by I-Link, and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party or as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions otherwise permitted or contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date business of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding FTI shall be 14,050,761 (plus any shares sold conducted only in the Financing). (c) Prior to the Closing, Shiprock shall amend usual and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement ordinary course without the prior written consent creation of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated herebyindebtedness for money borrowed, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than except in the ordinary course of business, (ii) no change shall be made in the Articles of Incorporation or Bylaws of FTI, (iii) no shares of stock of FTI or its Affiliates shall be authorized for issuance or issued or delivered from treasury and no agreement for such issuance or delivery thereof shall be entered into, (iv) no dividend or other distribution in respect of and no redemption of any shares of stock of any class of FTI or its Affiliates shall be made by FTI (v) no increases shall be made in the compensation (including any commissions or bonuses) payable or to become payable by FTI or its Affiliates to any employee, (vi) no contract or commitment shall be entered into by or on behalf of FTI or its Affiliates except in the ordinary course of business, (vii) FTI will continue in effect its existing insurance coverage on all its properties, assets, business and personnel, (viii) no general increases shall be made in wages or benefits of any group of employees as may be necessary a result of collective bargaining or otherwise and (ix) FTI will not subject any of its property or assets to any material lien, claim, charge, option or encumbrance nor will it do or omit to do any act which will cause a material breach in any contract, agreement, lease, commitment or obligation to which it is a party or by which it is bound. FTI and the FTI Shareholders shall also provide I-Link with information, including financial information for the period from FTI's inception through the Closing, prepared in accordance with generally accepted accounting principles and acceptable to I-Link, and shall fully cooperate with I-Link's auditors and legal counsel, in order to consummate enable I-Link to prepare and make all necessary state and federal filings. FTI and the transactions contemplated hereby. (h) Prior FTI Shareholders shall afford to the Closingofficers, Shiprock directors, and/or the authorized representatives of I-Link free access to their facilities, properties and records in order that I-Link may have the full opportunity to undertake such reasonable due diligence as I-Link shall adopt a stock option/incentive plan, deem prudent in confirming the form representations and warranties of which is attached hereto as Exhibit “C,” FTI and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planin preparing said filing materials.

Actions Prior to Closing. (a) Prior to the Closing, Duska Xxxxxx on the one hand, and Shiprock VIGS and Shiprock VGS Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitXxxxxx, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend VIGS and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock VGS Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock VIGS is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock VIGS shall provide Duska Xxxxxx with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska Xxxxxx may request. (fc) Prior to Other than the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (iVIGS Amended Articles referenced in Section 2(b)(2) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreementherein, there shall be issuance of shares, no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s VIGS's Common Stock or VIGS Preferred Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s VIGS's Common Stock or VIGS Preferred Stock, or shares of VIGS capital stock issued, after the date hereof, in each case through and including the Effective Date. Shiprock VIGS and Shiprock VGS Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock if requested by Xxxxxx, VIGS shall adopt a new stock option/incentive planoption plan or amend its existing stock option plan in the manner requested by Xxxxxx. (e) Prior to the Closing, the form board of which is attached hereto as Exhibit “C,” directors of each of VIGS and VGS Sub shall approve the Merger, this Agreement, and the transactions contemplated hereby, and shall make provision for all cause the resignations of the outstanding options under Duska’s 2000 Stock Option Plan officers and directors of VIGS and VGS Sub as of the Closing and take such action as is necessary to be assumed under this stock option/incentive planappoint the Xxxxxx nominees to the VIGS Board of Directors.

Actions Prior to Closing. (a) Prior to the Closing, Duska iPayMobil on the one hand, and Shiprock Aurios and Shiprock ZipRemit Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafterhereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitiPayMobil, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Aurios and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx ZipRemit Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Aurios is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Aurios shall provide Duska iPayMobil with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska iPayMobil may request. (fc) Prior to Other than the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all adoption of the tangible equipment used by Shiprock Aurios Amended Articles referenced in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (gSection 2(b)(2) Except as contemplated by this Agreementherein, there shall be no issuance of shares, no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s iPayMobil’ Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock Aurios’ common stock, or shares of Aurios capital stock issued, after the date hereof, in each case through and including the Effective Date. Shiprock Aurios and Shiprock ZipRemit Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock if requested by iPayMobil, Aurios shall adopt a new stock option/incentive planoption plan or amend its existing stock option plan in the manner as requested by iPayMobil. (e) Prior to the Closing, the form board of which is attached hereto as Exhibit “C,” directors of each, Aurios and ZipRemit Sub, shall approve the Merger, this Agreement, and the transactions contemplated hereby, and shall make provision for all cause the resignations of each of its officers and directors of Aurios and ZipRemit Sub as of the outstanding options under Duska’s 2000 Stock Option Plan Closing and take such action as is necessary to be assumed under this stock option/incentive planappoint the iPayMobil nominees to the Aurios Board.

Actions Prior to Closing. (a) Prior to the Closing, Duska Spectrum on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitSpectrum, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingParent, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Merger Sub, and Xxxxx their respective officers, directors, agents agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law to either (i) file any document with the SEC Commission that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska Spectrum with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and and, unless otherwise advised by counsel, shall endeavor to incorporate into such disclosure the substance of any reasonable comments or changes that Duska Spectrum may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, Parent and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub without the prior written consent of Spectrum. (hd) Prior to the Closing, Shiprock Parent and Merger Sub shall adopt a stock option/incentive planconduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any liabilities or obligations without the prior written consent of the Company. (e) Prior to the Closing, Parent will timely file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the form of which is attached hereto as Exhibit “C,” Exchange Act, FINRA rules and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planregulations and state and regional securities laws and regulations.

Actions Prior to Closing. (aA) Prior to the Closing, Duska the Company on the one hand, and Shiprock COVSA and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and their respective affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement any information or documents obtained from the other concerning its assets, properties, business or operations; if the Closing shall not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and their respective affiliates shall not disclose, nor use for their own benefit, any such information or documents obtained from the other, in either case, unless and to the extent (i) readily ascertainable from public or published information, or trade sources, (ii) received from a third party not under an obligation to such the Company or COVSA, as the case may be, to keep such information confidential or (iii) required by any applicable law, rule, regulation or court order. If the Closing does not occur for any reason each of the parties and their respective affiliates shall promptly return or destroy all such confidential information and compilations thereof as is practicable, and shall certify such destruction or return to the other party. (bB) Prior to the Closing, Duska any written news releases or public disclosure by either party pertaining to this Agreement shall be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that (1) such approval shall not be unreasonabl withheld, and (2) such review and approval shall not be required of disclosures required to comply, in the judgment of counsel, with federal or state securities or corporate laws or policies. (C) Immediately prior to the Effective Time of the Merger, COVSA will effect a one- for-three reverse stock split (the "Reverse Stock Split. After the foregoing "), in which each three (3) outstanding shares of COVSA Common Stock Splitwill be merged and combined into one (1) share of COVSA Common Stock, the total effect of which, in each case, shall be to decrease the issued and outstanding number of shares of Duska COVSA Common Stock. In connection with the Reverse Stock Split, no fraction of any share of COVSA Common Stock outstanding shall will be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevadaissued; rather, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock COVSA Common Stock to 50,000,000otherwise issuable, and (ii) change the name of Shiprock to “Duska Therapeuticsif other than a whole number, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate be rounded to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counselnext whole number. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s COVSA Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s COVSA's Common Stock after the date hereof, in each case through and including the Effective DateTime of the Merger. Shiprock COVSA and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hE) Prior to COVSA, acting through its Board of Directors, shall, in accordance with applicable law: (i) give notice of and submit for action by written consent of its stockholders (A) the ClosingAmended and Restated Certificate of Incorporation of COVSA, Shiprock shall adopt a stock option/incentive plan, in the form of which is attached hereto as Exhibit “"E" (the "Restated Certificate"); (B) the Reverse Stock Split; (C,” ) a new stock option plan in the form attached hereto as Exhibit "F" reserving no less than 5,000,000 shares of COVSA Common Stock for issuance thereunder (the "COVSA Stock Incentive Plan"); and (D) the ratification of Xxxxx CPA Group as independent accountants of COVSA; and COVSA shall make provision for all use its reasonable best efforts to obtain such written consent as soon as practicable after the date on which the Information Statement is cleared by the SEC; (ii) as promptly as practicable, prepare and file with the SEC a preliminary information statement relating to the matters stated above; and (iii) use its reasonable best efforts to (A) obtain and furnish the information required to be included by the SEC in the definitive Information Statement and, after consultation with the Company, respond promptly to any comments made by the SEC with respect to the preliminary information statement and cause the Information Statement to be mailed to its stockholders as promptly as practicable following clearance from the SEC, and (B) obtain the necessary approval of the outstanding options matters stated above by its stockholders. (F) The Company shall provide to COVSA any information for inclusion in the Information Statement which may be required under Duska’s 2000 Stock Option Plan applicable law and which is reasonably requested by COVSA. Each of the Company, on the one hand, and COVSA and Merger Sub, on the other hand, agree promptly to correct any information provided by any of them for use in the Information Statement if, and to the extent that, such information shall have become false or misleading in any material respect, and COVSA further agrees to take all necessary steps to cause the Information Statement as so corrected to be assumed filed with the SEC and to be disseminated to the stockholders of the Company, in each case, as and to the extent required by applicable federal securities laws. (G) COVSA hereby represents and warrants that the information supplied or to be supplied by COVSA for inclusion or incorporation by reference in (i) the Information Statement or (ii) the Other Filings (as defined below), will, at the respective times filed with the SEC and, in addition, in the case of the Information Statement, as of the date it or any amendment or supplement thereto is mailed to stockholders, not contain any untrue statement of a material fact or omit 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. The Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby represents and warrants that the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Information Statement or (ii) the Other Filings (as defined below), will, at the respective times filed with the SEC and, in addition, in the case of the Information Statement, as of the date it or any amendment or supplement thereto is mailed to stockholders, not contain any untrue statement of a material fact or omit 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. (H) As soon as practicable following the date hereo and following the Effective Time of the Merger, each of COVSA and the Company each shall properly prepare and file any other filings required under the Exchange Act or any other federal, state or foreign law relating to the Merger (collectively, the "Other Filings"). (I) Except as required by law, COVSA and Merger Sub shall not voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to the Merger not being satisfied. Without limiting the generality of the foregoing COVSA and Merger Sub shall not take any action that would result in (i) any of its representations and warranties set forth in this stock option/incentive planAgreement that are qualified as to materiality becoming untrue or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect. (J) The COVSA Common Stock shall continue to be approved for quotation on the OTC Bulletin Board. COVSA shall have continued to satisfy throughout the period from the date hereof through the Closing Date (i) its filing requirements under Section 13 of the Exchange Act and (ii) the requirements of Rule 15c2-11 as promulgated by the SEC under the Exchange Act.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend Parent and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, Parent and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub without the prior written consent of the Company. (d) Prior to the Closing, Parent and Merger Sub shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any liabilities or obligations without the prior written consent of the Company. (e) Prior to the Closing, Parent will timely file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the FINRA rules and regulations and state and regional securities laws and regulations. (f) Prior to the Closing, Parent shall take such actions as shall be necessary to reduce the number of shares of Parent Common Stock outstanding and any liabilities of Parent so that the capital stock of Parent issued and outstanding at the Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall be 157,279 shares of Parent Common Stock by undertaking a 480:1 reverse stock split (the “Reverse Stock Split”) and so that Parent shall have no liabilities at the Effective Time. (g) Prior to the Closing, the Company shall have amended and restated FRI’s 2012 Stock Incentive Plan to reduce the number of authorized options to purchase common stock in the Company to 1,000,000 option shares. (h) Prior to the Closing, Shiprock Parent shall adopt a stock option/incentive plantake such action as shall be necessary to change the name of Parent to “Eco-Stim Energy Solutions, Inc.” If this Agreement is terminated in accordance with Section 15(c), Parent agrees to change its name back to “Vision Global Solutions Inc.” or to such other name as authorized by the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planCompany promptly following such termination.

Actions Prior to Closing. (a) Prior to the Closing, Duska AMHN on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitAMHN, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingParent, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Merger Sub, and Xxxxx their respective officers, directors, agents agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska AMHN with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and and, unless otherwise advised by counsel, shall endeavor to incorporate into such disclosure the substance of any reasonable comments or changes that Duska AMHN may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock splitsplit (other than the Share Split), recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, Parent and Merger Sub shall not take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub without the prior written consent of AMHN. (d) Prior to the Closing, Parent and Merger Sub shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any liabilities or obligations without the prior written consent of the Company. (e) Prior to the Closing, Parent will timely file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, FINRA rules and regulations and state and regional securities laws and regulations. (f) Prior to the Closing, Parent shall take such actions as shall be necessary to cancel any liabilities of Parent so that Parent shall have no liabilities at the Effective Time other than those contemplated in the Parent Financial Statements. (g) Prior to the Closing, Parent shall have effected the Share Split. (h) Prior to the Closing, Shiprock Parent shall adopt have accepted for cancellation 1,935,000 shares held of record by a principal shareholder (the “Share Cancellation”) and, immediately after giving effect to the Closing, shall issue that shareholder (the “Canceling Shareholder”) 403,802 shares of common stock option/incentive plan, (the form “New Post Merger Shares”) having the piggy-back registration rights that are set forth in the Form of which is Registration Rights Agreement attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.C.

Actions Prior to Closing. (a) Prior to the Closing, Duska AngioGenex on the one hand, and Shiprock eClic and Shiprock eClic Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitAngioGenex, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingeClic, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation DeClic Sub, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Marjority Shareholder agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock eClic is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock eClic shall provide Duska AngioGenex with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska AngioGenex may request. (fc) Prior After to the Closing, Xxxxx X. XxxxxeClic will effect repurchase of 10, the registered and beneficial owner of 500,000 015,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock common stock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 cash or a note in costs incurred in connection with the Merger)amount of $10,000, thereby reducing the total issued and outstanding to 1,500,000 shares. (gd) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s eClic's Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s eClic's Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock eClic and Shiprock eClic Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (he) Prior to the Closing, Shiprock if requested by AngioGenex, eClic shall adopt a new stock option/incentive plan, option plan or amend its existing stock option plan in the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planmanner requested by AngioGenex.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock Parent and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitCompany, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the ClosingParent, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Merger Sub, and Xxxxx each Principal Shareholder agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock Parent is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock Parent shall provide Duska the Company with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska the Company may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s Parent Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Parent Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock Parent and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing, neither Parent nor Merger Sub shall take any action or enter into any agreement to issue or sell any shares of capital stock of Parent or Merger Sub or any securities convertible into or exchangeable or exercisable for any shares of capital stock of Parent or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of Parent or Merger Sub, without the prior written consent of the Company. (d) Prior to the Closing, Parent will timely file all required Parent SEC Documents and comply in all material respects with the requirements of the Securities Act, the Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (e) Prior to the Closing, if requested by the Company, Parent shall adopt a new stock option plan in the manner requested by the Company. (f) Prior to the Closing, Parent and each Principal Shareholder shall take such actions as shall be necessary to cause the assignment to a newly formed corporation or any other third party (the “Transferee”) of all of the assets of Parent (the “Parent Assets”) and all of the Liabilities of Parent (net of the Retained Liabilities (as defined hereinafter) the “Parent Liabilities”), upon terms and conditions acceptable to the Company (the “Disposition”); provided, however, that Parent may retain up to $75,000 in Parent Liabilities owed to third parties other than the Principal Shareholders that are set forth in reasonable detail in writing and delivered to the Company on or before three business days before the closing of the Disposition and are approved by the Company, which approval shall not be unreasonably withheld (the “Retained Parent Liabilities”). The Parent Assets will be the sole consideration for the assumption by Transferee of the Parent Liabilities, and no consideration other than the assignment of the Parent Assets and the assumption of the Parent Liabilities will be paid by either party; however, to the extent the Parent Assets exceed the Parent Liabilities, the cash value of such excess will be retained by Parent. The Retained Parent Liabilities shall be retained by Surviving Corporation and paid promptly following the closing of the Equity Financing. (g) Prior to the Closing, except with respect to the Disposition, Parent and Merger Sub shall conduct their business only in the usual and ordinary course and the character of such business shall not be changed nor shall any different business be undertaken. Prior to the Closing, except as contemplated hereby, Parent and Merger Sub shall not incur any Liabilities without the prior written consent of the Company, except for Liabilities incurred in the ordinary course of business, which Liabilities, other than the Retained Liabilities, shall be assigned to Transferee pursuant to the Disposition. (h) Prior to the Closing, Shiprock the Company will use its commercially reasonable efforts to receive subscriptions from investors to purchase at least $5,000,000 of shares of the common stock of the Surviving Corporation in an equity financing to be closed immediately following the Effective Time (the “Equity Financing”). (i) Prior to the Closing, Parent and each Principal Shareholder shall take such actions as shall be necessary to consummate a reverse split of the Parent Common Stock such that as of the Effective Time the sum of the number of shares of capital stock of Parent issued and outstanding (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) and the number of shares of Common Stock issuable upon exercise of the ACAP Share Obligation shall equal the Parent Company Share Number (the “Recapitalization”). (j) Prior to the Closing, Parent and each Principal Shareholder shall take such action as shall be necessary to change the jurisdiction of incorporation of Parent to Delaware and to adopt the certificate of incorporation and bylaws set forth in Exhibit C and Exhibit D, respectively (the “Reincorporation”) and to change its fiscal year end to December 31 (the “Fiscal Year Change”). (k) Prior to the Closing, Parent and each Principal Shareholder shall take such action as shall be necessary to change the name of Parent to “InterPath Holdings, Inc.” (the “Name Change”). If this Agreement is terminated in accordance with Section 0, Parent agrees to change its name back to “Xxxxx Golf Co. Corporation” or to such other name as authorized by the Company promptly following such termination. (l) Parent will, as promptly as practicable following the execution of this Agreement, call, give notice of, convene and hold a stock option/incentive planmeeting of its shareholders for the purpose of approving this Agreement and the transactions contemplated by this Agreement, including the Recapitalization, the form Disposition, the Name Change, the Fiscal Year Change, the Reincorporation, the election of the Company’s nominees to the Board of Directors of Parent and all matters outlined or contemplated herein, or obtain the unanimous written consent of its shareholders for the same aforementioned purpose. Until the earlier of the Effective Time or the date on which this Agreement is terminated pursuant to Section 0, at every meeting of the shareholders of Parent called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the shareholders of Parent with respect to any of the following, each Principal Shareholder and each Voting Party shall vote any and all of such Principal Shareholder’s Shares (a) in favor of the adoption of this Agreement, the Recapitalization, the Disposition, the Name Change, the Fiscal Year Change, the Reincorporation, the election of the Company’s nominees to the Board of Directors of Parent and any matter that could reasonably be expected to facilitate the Merger; (b) against any action that would reasonably be expected to: (i) preclude fulfillment of a condition precedent under this Agreement to the Company’s or Parent’s obligation to consummate the Merger, or (ii) impede, interfere with, delay or postpone or adversely affect the Merger or any of the other transactions contemplated by this Agreement; and (c) against any: (i) purchase from Parent or any acquisition by any person of more than a 15% interest in the total outstanding voting securities of Parent or any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of the total outstanding voting securities of Parent or any merger, consolidation, business combination or similar transaction involving Parent, (ii) any sale, lease, mortgage, pledge, exchange, transfer, license, acquisition, or disposition of any significant portion of the assets of Parent in any single transaction or series of related transactions (other than in the ordinary course of business consistent with past practice), or (iii) any liquidation or dissolution of Parent, or any extraordinary dividend, whether of cash or other property. (m) Each Principal Shareholder and each Voting Party shall not, directly or indirectly, (i) transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of or encumber or in any other way reduce such Principal Shareholder’s or Voting Party’s (as applicable) risk of ownership or investment in such Principal Shareholder’s or Voting Party’s (as applicable) Shares, or make any offer or enter into any agreement or other arrangement relating thereto, and (ii) take any action that would have the effect of impairing the ability of such Principal Shareholder or Voting Party (as applicable) to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby. Except pursuant to the terms of this Agreement, each Principal Shareholder and each Voting Party shall not, directly or indirectly, grant any proxies or powers of attorney with respect to any of such Principal Shareholder’s or Voting Party’s (as applicable) Shares, deposit any of such Principal Shareholder’s or Voting Party’s (as applicable) Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of such Principal Shareholder’s or Voting Party’s (as applicable) Shares. (n) Parent agrees that, from the date of this Agreement until the first to occur of (i) the termination of this Agreement pursuant to Section 0 and (ii) the Closing, except in connection with the Disposition, Parent will not, and will not authorize or permit any officer or director of Parent or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than the Company concerning a possible investment in, or an acquisition, merger or consolidation of Parent with or into any other entity, a disposition of all or any substantial portion of the business, assets or securities of Parent, or provide any confidential information to any party other than the Company concerning any such investment, acquisition, merger, consolidation or disposition (a “Parent Third Party Transaction”). Parent will promptly notify the Company in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless Parent’s sole response to such offer is to refuse to discuss the offer with such party. In the event that Parent breaches any of its undertakings provided for in this Section 0 and Parent enters into a definitive agreement or agreement in principle with any third party in respect of which is attached hereto as Exhibit “C,” and it breached such undertaking within six months after the termination by the Company of this Agreement, then Parent shall make provision for all cause the Company to be paid, by Parent or another party or parties to the Parent Third Party Transaction, the amount of $200,000 in cash upon the closing of such Parent Third Party Transaction. (o) The Company agrees that, from the date last set forth below until the first to occur of the outstanding options under Duskatermination of this Agreement pursuant to Section 0 and (ii) the Closing, except in connection with the Equity Financing, the Company will not, and will not authorize or permit any officer or director of the Company or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than Parent concerning an acquisition, merger or consolidation of the Company with or into any other entity, a disposition of all or any substantial portion of the business, assets or securities of the Company, or provide any confidential information to any party other than Parent concerning any such acquisition, merger, consolidation or disposition (a “Company Third Party Transaction”). The Company will promptly notify Parent in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless the Company’s 2000 Stock Option Plan sole response to such offer is to refuse to discuss the offer with such party. In the event that the Company breaches any of its undertakings provided for in this Section 0 and the Company enters into a definitive agreement or agreement in principle with any third party in respect of which it breached such undertaking within six months after the termination by Parent of this Agreement, then the Company shall cause Parent to be assumed under this stock option/incentive planpaid, by the Company or another party or parties to the Company Third Party Transaction, the amount of $200,000 in cash upon the closing of such Company Third Party Transaction. (p) The Company will use commercially reasonable efforts to make all federal tax filings required to be made by applicable law as soon as practicable after the date hereof.

Actions Prior to Closing. (a) Prior to the Closing, Duska National Cash on the one hand, and Shiprock URON and Shiprock Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitNational Cash, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx URON agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock URON is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock URON shall provide Duska National Cash with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska National Cash may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s URON Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s URON Common Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock and Shiprock Sub URON shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (hd) Prior to the Closing, Shiprock shall adopt a stock option/incentive planURON will timely file all required URON SEC Documents and comply in all material respects with the requirements of the Securities Act, the form of which is attached hereto as Exhibit “C,” Exchange Act, the NASD rules and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive planregulations and state and regional securities laws and regulations.

Actions Prior to Closing. (a) Prior to the Closing, Duska WFL on the one hand, and Shiprock URON and Shiprock Merger Sub on the other hand, shall be entitled to make such investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock SplitWFL, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend URON and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx Merger Sub agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock URON is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock URON shall provide Duska WFL with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska WFL may request. (fc) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights rights, options or warrants issued in respect of Shiprock’s URON Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s URON Common Stock or URON Preferred Stock after the date hereof, in each case through and including the Effective DateClosing. Shiprock URON and Shiprock Merger Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. Prior to the Closing (except as otherwise contemplated by this Agreement), neither URON nor Merger Sub shall take any action or enter into any agreement to issue or sell any shares of capital stock of URON or Merger Sub or any securities convertible into or exchangeable or exercisable for any shares of capital stock of URON or Merger Sub or to repurchase, redeem or otherwise acquire any of the issued and outstanding capital stock of URON or Merger Sub, without the prior written consent of WFL. (hd) Prior to the Closing, Shiprock shall adopt a stock option/incentive planURON will timely file all required URON SEC Documents and comply in all material respects with the requirements of the Securities Act, the form Exchange Act, the NASD rules and regulations and state and regional securities laws and regulations. (e) URON agrees that, from the date of this Agreement until the first to occur of (i) the termination of this Agreement pursuant to Section 11 or (ii) the Closing, URON will not, and will not authorize or permit any officer or director of URON or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than WFL concerning a possible investment in, or an acquisition, merger or consolidation of URON with or into any other entity, a disposition of all or any substantial portion of the business, assets or securities of URON, or provide any confidential information to any party other than WFL concerning any such investment, acquisition, merger, consolidation or disposition (a “URON Third Party Transaction”). URON will promptly notify WFL in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless URON’s sole response to such offer is to refuse to discuss the offer with such party. In the event that URON breaches any of its undertakings provided for in this Section 8(e) and URON enters into a definitive agreement or agreement in principle with any third party in respect of which it breached such undertaking within six months after the termination by WFL of this Agreement, then URON shall cause WFL to be paid, by URON or another party or parties to the URON Third Party Transaction, a breakup fee of $100,000 in cash upon the closing of such URON Third Party Transaction. Such breakup fee shall be agreed upon liquidated damages relating to such URON Third Party Transaction and is attached hereto not a penalty. The parties agree that it would be difficult, if not impossible, to calculate the damages that would be suffered by WFL as Exhibit “C,” a result of such URON Third Party Transaction and shall make provision for all that such breakup fee is reasonable. (h) WFL agrees that, from the date of third Agreement until the first to occur of the outstanding options under Duskatermination of this Agreement pursuant to Section 11 and (ii) the Closing, except in connection with the Equity Financing, WFL will not, and will not authorize or permit any officer or director of WFL or any other person on its behalf to, directly or indirectly, solicit, facilitate, encourage, entertain, discuss, negotiate or accept or enter into any offer, inquiry or proposal from or any agreement with any party other than URON concerning an acquisition, merger or consolidation of WFL with or into any other entity, a disposition of all or any substantial portion of the business, assets or securities of WFL, or provide any confidential information to any party other than URON concerning any such acquisition, merger, consolidation or disposition (a “WFL Third Party Transaction”). WFL will promptly notify URON in writing of any such offer, the principal terms of the same and the identity of the party making the same, unless WFL’s 2000 Stock Option Plan sole response to such offer is to refuse to discuss the offer with such party. In the event that WFL breaches any of its undertakings provided for in this Section 8(h) and WFL enters into a definitive agreement or agreement in principle with any third party in respect of which it breached such undertaking within six months after the termination by URON of this Agreement, then WFL shall cause URON to be assumed paid, by WFL or another party or parties to WFL Third Party Transaction, the amount of $100,000 in cash upon the closing of such WFL Third Party Transaction. Such breakup fee shall be agreed upon liquidated damages relating to such WFL Third Party Transaction and is not a penalty. The parties agree that it would be difficult, if not impossible, to calculate the damages that would be suffered by URON as a result of such WFL Third Party Transaction and that such breakup fee is reasonable. (i) Prior to the Closing, URON will cause its current business to be transferred in its entirety to a newly formed operating subsidiary, which will be incorporated and organized under this stock option/incentive planMinnesota law; provided, however, that URON will permit counsel for WFL to review all documentation relating to the incorporation and organization of such subsidiary.

Actions Prior to Closing. (a) Prior to the Closing, Duska Farmhouse on the one hand, and Shiprock Westgate and Shiprock Merger Sub on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, circumstances and the parties hereto shall will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and if the Closing shall not occur, thereafter, each party shall their respective affiliates will keep confidential and shall will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations. If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and shall their respective affiliates will not disclose, nor use for their own benefit, any such information or documents obtained from the other party concerning the assetsor parties, properties, business and operations of such partyin either case, unless and to the extent such information or documents are; (i) is readily ascertainable from public or published information, or trade sources; (ii) is received from a third party not under any an obligation to keep such information confidential, or ; or (iii) is required to be disclosed by any law applicable law, rule, regulation or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure)court order. If this transaction is the Closing does not consummated occur for any reason, each party shall of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilations thereof, as is practicable, and will certify such destruction or return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respectparty. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold in the Financing). (c) Prior written news releases or public disclosure by any party hereto pertaining to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that; (i) such approval will not be unreasonably withheld; and (ii) such review and approval will not be required of disclosures required to make a public announcement regarding this Agreement comply, in the judgment of counsel, with federal or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments state securities or changes that Duska may requestcorporate laws or policies. (fc) Prior Contemporaneous with or prior to the Closing, Xxxxx X. Xxxxx, Westgate’s Board of Directors will take all necessary and requisite actions to nominate and appoint to the registered Board three new directors designated by Farmhouse and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) effective immediately upon the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger)Closing. (gd) Except as contemplated by this AgreementAgreement and otherwise set forth in Section 2(e) above, there shall will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to to, or rights issued in respect of Shiprock’s Common Stock Westgate common stock after the date hereof and there shall will be no dividends or other distributions paid on ShiprockWestgate’s Common Stock common stock after the date hereof, in each case through and including the Effective Date. Shiprock Time of the Merger. (e) Westgate, acting through its Board of Directors, will authorize and Shiprock Sub shall conduct no businesstake all requisite and necessary actions to prepare and file the requisite reports and/or filings with the SEC, prior the States of Utah and Nevada, and make whatever other reports and/or filings that may be required pursuant to the Closing, other than applicable law. (f) Farmhouse will provide to Westgate any documents and information necessary for inclusion in the ordinary course of business requite reports and/or filings to be filed by Westgate with the SEC or as may be necessary in order to consummate other agency concerning the Merger and the transactions contemplated hereby. Farmhouse, Westgate and Merger Sub, respectively, agree to promptly correct any information provided by any of them for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any material respect and Westgate further agrees to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities laws. (hg) Prior Except as required by law, neither Farmhouse nor Westgate and Merger Sub will voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to the Closing, Shiprock shall adopt a stock option/incentive plan, Merger not being satisfied. Without limiting the form of which is attached hereto as Exhibit “C,” and shall make provision for all generality of the outstanding options under Duska’s 2000 Stock Option Plan foregoing neither Farmhouse nor Westgate and Merger Sub will not take any action that would result in; (i) any of its representations and warranties set forth in this Agreement that are qualified as to be assumed under this stock option/incentive planmateriality becoming untrue; or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect.

Actions Prior to Closing. (a) Prior to After the Closing, Duska on the one hand, and Shiprock and Shiprock Sub on the other hand, shall be entitled to make such investigations date of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if prior to the Closing shall not occurand except as may be first approved in writing by BAP or Sellers as the case may be, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions or as otherwise permitted or contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information : (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to The business of BAP and Ricketts xxxxx be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus any shares sold conducted only in the Financing). (c) Prior to the Closing, Shiprock shall amend usual and restate its Articles of Incorporation by adopting, and filing with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement ordinary course without the prior written consent creation of the other parties. In the event that Shiprock is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement or the transactions contemplated herebyindebtedness for money borrowed, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may request. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than except in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby.business; (hii) Prior No change shall be made in the Articles of Incorporation or Bylaws of BAP or Ricketts; (xxi) No shares of stock of any class of BAP or Ricketts xxxxx xx authorized for issuance or issued or delivered from treasury and no agreement for such issuance or delivery thereof shall be entered into; (iv) No dividend or other distribution in of and no redemption of any shares of stock of any class shall be made by either BAP or Ricketts; (x) No increases shall be made in the compensation (including any bonus or profit-sharing payment) payable or to become payable by either BAP or Ricketts xx xx xxployee; (vi) No contract or commitment shall be entered into by or on behalf of BAP or Ricketts xxxept in the Closingordinary course of business; (vii) Each party will continue in effect present insurance coverage on all its properties, Shiprock assets, business and personnel; (viii) No general increases shall adopt be made in wages or benefits of any group of employees as a stock option/incentive planresult of collective bargaining or otherwise; and (ix) Neither BAP or Ricketts xxxx (xx far as within its control and except in the ordinary course of business) subject any property or assets to any material lien, the form of claim, charge, option or encumbrance nor will it do or omit to do any act which will cause a material breach in any contract, agreement, lease, commitment or obligation to which it is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plana party or by which it is bound.

Actions Prior to Closing. (a) Prior to the Closing, Duska the Company on the one hand, and Shiprock CMI and Shiprock Merger Sub on the other hand, shall will be entitled to make such investigations of the assets, properties, business and operations of the other party, party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination shall will be conducted at reasonable times and under reasonable circumstances, and the parties hereto shall will cooperate fully therein. Until the Closing, and if the Closing shall not occur, thereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties contained in this Agreement shall will not be affected or deemed waived by reason of the fact that either party hereto discovered or should have discovered any representation or warranty is or might be inaccurate in any respect. (b) Prior to . Until the Closing, Duska shall effect the Stock Split. After the foregoing Stock Split, the total number of shares of Duska Common Stock outstanding shall be 14,050,761 (plus parties hereto and their respective affiliates will keep confidential and will not use in any shares sold in the Financing). (c) Prior to the Closing, Shiprock shall amend and restate its Articles of Incorporation by adopting, and filing manner inconsistent with the office of the Secretary of State of Nevada, the Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit “B” (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation shall, among things, (i) increase the authorized number of shares of Shiprock Common Stock to 50,000,000, and (ii) change the name of Shiprock to “Duska Therapeutics, Inc.” Shiprock shall (x) obtain the required approval of the stockholders of Shiprock for the filing of the Amended and Restated Articles of Incorporation, (y) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders a proxy statement or information statement required in connection with obtaining the foregoing approval of the stockholders, and (z) prepare and file with the SEC, and timely disseminate to the Shiprock stockholders an information statement on Schedule 14F-1 announcing the change in directors of Shiprock following the completion of the Merger. The form and content of any such proxy statement or information statement shall comply with the rules and regulations of the SEC and shall be subject to the prior review and reasonable consent of Duska’s counsel. (d) Prior to the Closing, Duska shall complete the Financing. At the sole discretion of Duska, the aggregate minimum amount of gross proceeds raised in the Financing may be reduced from $2,650,000 to $2,000,000. Should Duska elect to reduce the minimum amount of gross proceeds to be raised in the Financing to $2,000,000, the Financing shall be deemed to have been completed if Duska raises $2,000,000 or more. Duska agrees that all investors in the Financing shall be “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and the Financing shall comply with Regulation D and be exempt from registration under all applicable state securities laws. Duska may utilize placement agents and registered broker dealers to assist with the Financing and may agree to pay such agents or broker dealers a commission of up to 10% and an expense allowance of up to 3% of the sales price of the Units, and may issue warrants to purchase hares of Duska Common Stock as additional compensation. The number of Units to be sold, the price of the Units, the terms of the warrants to be included in the Units, and the amount of commissions and allowances that may be paid in the Financing shall be established in the sole discretion of Duska. (e) Prior to the Closing, Duska, Shiprock, Shiprock Sub, and Xxxxx agree not to issue any statement or communications to the public or the press regarding the transactions contemplated by this Agreement without the prior written consent of any information or documents obtained from the other partiesconcerning its assets, properties, business or operations (the "Confidential Information"). In For the event that Shiprock purpose of this Agreement, the party disclosing such Confidential Information is required under federal securities law referred to as the "Discloser," and the party receiving such Confidential Information is referred to as the "Recipient." If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and their respective affiliates will not disclose, nor use for their own benefit, any such Confidential Information obtained from the other, in either case. (i) file Confidential Information shall not include any document with the SEC that discloses this Agreement information of that: A. is already known to Recipient at time of its disclosure as proven by documentary evidence; B. is or the transactions contemplated hereby, becomes publicly known through no wrongful act of Recipient; C. is independently developed by or (ii) to make on behalf of Recipient; or D. is received from a public announcement regarding this Agreement or the transactions contemplated hereby, Shiprock shall provide Duska with third party whose disclosure does not violate a copy of the proposed disclosure no less than 48 hours before such disclosure is made and shall incorporate into such disclosure any reasonable comments or changes that Duska may requestconfidentiality obligation. (f) Prior to the Closing, Xxxxx X. Xxxxx, the registered and beneficial owner of 500,000 shares of Shiprock Common stock, will sell to Shiprock 180,000 of his 500,000 shares of Shiprock Common Stock, and Shiprock shall cancel all of such shares. The purchase price to be paid by Shiprock for Xx. Xxxxx’x 180,000 shares shall be (i) $18.00 and (ii) the transfer to Xx. Xxxxx of all of the tangible equipment used by Shiprock in its landscaping and irrigation business, including Shiprock’s automobile, and Xx. Xxxxx shall agree to assume all of the accrued liabilities associated with Shiprock’s landscaping and irrigation business (excluding up to $10,000 in costs incurred in connection with the Merger). (g) Except as contemplated by this Agreement, there shall be no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights issued in respect of Shiprock’s Common Stock after the date hereof and there shall be no dividends or other distributions paid on Shiprock’s Common Stock after the date hereof, in each case through and including the Effective Date. Shiprock and Shiprock Sub shall conduct no business, prior to the Closing, other than in the ordinary course of business or as may be necessary in order to consummate the transactions contemplated hereby. (h) Prior to the Closing, Shiprock shall adopt a stock option/incentive plan, the form of which is attached hereto as Exhibit “C,” and shall make provision for all of the outstanding options under Duska’s 2000 Stock Option Plan to be assumed under this stock option/incentive plan.