Common use of Representations and Warranties of the Sellers and the Company Clause in Contracts

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K for the year of 2011, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller Sellers shall provide evidence of such payoff to the Purchaser’s ’ reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to shall indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Globex Transfer, LLC to act as the Company’s transfer agent. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, is the lawful owners owner of record of the Acquired Shares, and the Sellers presently havehas, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 200,000,000 common shares and 10,000,000 the 100,000,000 preferred shares, and there are no 10,000,000 issued and outstanding shares of the Company other than 100,000 common sharesCompany. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereofClosing, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material factfact and is not misleading, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934has a Registration Statement on Form S-1 that went effective on July 27, as amended (the "Exchange Act") 2012, and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Actsuch date, the Company has filed all periodic reports with the Securities and Exchange Commission required pursuant to be filed by the Securities Exchange ActAct of 1934, as amended, including its Quarterly Report on Form 10-K Q for the year of 2011quarter ended April 30, and all such reports were filed timely2013. The representations and warranties herein by the Sellers and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth thirty-sixth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 3.1.1. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 3.1.2. The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to 3.1.3. The Company will have no assets or liabilities with the exception of those identified in Exhibit B at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfactionClosing Date. Should the Purchaser discover any obligation of the Company Company, other that as set forth in Schedule B, that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or 3.1.4. Notwithstanding the above, by execution of this Agreement, Xxxxxxx Xxxxxxxx, the President of the Company, hereby agrees to individually indemnify the Purchaser for any obligations arising out of the liabilities at the Closing Date.set forth on Exhibit C. 3.1.5 3.1.5. The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 3.1.6. The Company is will not be, at closing, a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 3.1.7. The Company does will not own any real estate or any interests in real estateestate at closing. 3.1.8 3.1.8. The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 3.1.9. The Company, to the actual knowledge of the Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 3.1.10. The Sellers either are is or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions, other than those restrictions imposed by the Securities and Exchange Commission, and claims of any kind. 3.1.11 3.1.11. There are no authorized shares of the Company other than 100,000,000 5,000,000 Preferred Shares and 50,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 zero preferred shares and 11,125,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 3.1.12. All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 3.1.13. There are will be at closing no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 3.1.14. There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 3.1.15. The Company has no subsidiaries. 3.1.16 3.1.16. The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 3.1.17. The Company has no insurance or employee benefit plans whatsoever. 3.1.18 3.1.18. The Company is not in default under any contract, or any other document. 3.1.19 3.1.19. The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 3.1.20. The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 3.1.21. All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 3.1.22. The common stock of the Company is registered under Section 12(g12(b) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's ’s registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K for the year of 2011, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the PurchaserPurchasers: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchasers) and the Seller shall provide evidence of such payoff to the Purchaser’s Purchasers’ reasonable satisfaction. Should the Purchaser Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser Purchasers in accordance with the terms of this Agreement. The delivery to the Purchaser Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchaserPurchasers; and on delivery to the Purchaser Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the PurchaserPurchasers, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year first quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the PurchaserPurchasers: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it ft has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s 's outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchasers) and the Seller shall provide evidence of such payoff to the Purchaser’s Purchasers' reasonable satisfaction. Should the Purchaser Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own awn any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser Purchasers in accordance with the terms of this Agreement. The delivery to the Purchaser Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchaserPurchasers; and on delivery to the Purchaser Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrancesencumbiances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s 's common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s 's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (iiit) the Company’s 's Articles of Incorporation or Bylaws. 3.1.21 All financial and other information Information which the Company and/or the Sellers furnished or will furnish to the PurchaserPurchasers, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year first quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. , The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior Except as disclosed on Schedule 3.1.3, prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller Sellers shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to shall indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The 3.1.5 Except as disclosed on Schedule 3.1.5, the Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The 3.1.6 Except as disclosed on Schedule 3.1.6, the Company does not own any real estate or any interests in real estate. 3.1.8 3.1.7 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 3.1.8 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 3.1.9 The Sellers either are or on the Closing Date will be, is the lawful owners owner of record of the Acquired Shares, and the Sellers presently havehas, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 3.1.10 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no 8,951,351 issued and outstanding shares of the Company other than 100,000 common sharesCompany. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 3.1.11 All issuances of the Company of the shares in their common stock Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 3.1.12 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 3.1.13 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 3.1.14 The Company has no subsidiaries. 3.1.16 The 3.1.15 Except as disclosed on Schedule 3.1.15, the Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 3.1.16 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 3.1.17 The Company is not in default under any contract, or any other document. 3.1.19 3.1.18 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 3.1.19 The execution and delivery of this Agreement, and the subsequent closing thereofClosing, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 3.1.20 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material factfact and is not misleading, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 3.1.21 The common stock of Company has filed all periodic reports with the Company is registered under Section 12(g) of Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Actamended, including its Quarterly Report on Form 10-K Q for the year of 2011period ended January 31, 2014, and all such reports were filed timely. The representations and warranties herein by the Sellers and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth thirty sixth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s 's outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller Sellers shall provide evidence of such payoff to the Purchaser’s 's reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify indemnify, severally and not jointly, the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s 's common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s 's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s 's Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year first quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers , jointly and severally, hereby represent and warrant to the Company hereby make Purchaser that the following statements shall be true and correct in all respects as of the date hereof and as of the Closing Date (as if such representations and warranties to were made again on the Purchaser:Closing Date): 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. On the Closing Date, the Re-Domesticated Company will be a corporation duly organized and validly existing under the laws of the Cayman Islands and will have all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of NevadaNevada and on the Closing Date will be in good standing pursuant to the laws of the Cayman Islands. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts debts, liabilities and obligations shall be paid off (at no expense or liability to the PurchaserPurchaser or the Company) and the Seller Sellers shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any debt, liability or obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to to, promptly upon demand by Purchaser, indemnify the Purchaser for any and all such liabilitiesdebt, liability and obligation, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities (whether fixed, absolute or contingent) at the Closing Date. Since its inception, the Company has never generated any revenues and will not generate any revenues prior to the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closingagreement. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoeverwhatsoever and no liability with respect to taxes is or will be levied or imposed on the Company with respect to any period prior to the Closing Date. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, Company is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title theretoto the Acquired Shares, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares, all of which constitute the Acquired Shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Acquired Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Acquired Shares will be legally and validly issued and fully paid and non-assessable shares of the Re-domesticated Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company or the Re-Domesticated Company, as the case may be. 3.1.12 All issuances of the Company or the Re-Domesticated Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s or the Re-Domesticated Company's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s or the Re-Domesticated Company's capital stock to which the Company or the Re-Domesticated Company is a party or, to the knowledge of the Company, or between or among any of the Company’s or the Re-Domesticated Company's shareholders. 3.1.14 Other than the Acquired Shares, neither Seller has any other equity interests or rights to acquire equity interests in the Company or the Re-Domesticated Company, as the case may be. 3.1.15 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts subsidiaries and has no interest in any entity, whether incorporated or agreements with any of not, joint venture or partnership or similar arrangements. 3.1.17 Since its officersinception, directors, or with any consultants; and the Company has no employees never employed or engaged any person as employee or consultant and it has not been a party to any employment or other agreement (whether written or oral) which could result in the payment to any current, former or future director, officer, or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such partiesperson. 3.1.17 3.1.18 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 3.1.19 The Company is not in default under any contractcontract (whether written or oral), or any other document. 3.1.19 3.1.20 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 3.1.21 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 3.1.22 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 3.1.23 The common stock of the Company and of the Re-Domesticated Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year third quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date. Notwithstanding the foregoing, the representations and warranties contained in Sections 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 shall survive the Closing Date indefinitely.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s ’ reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year of March 31, 2011, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada Delaware and has all corporate power necessary to engage in all transactions in which it has been involved, involved in as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of NevadaDelaware. 3.1.3 Prior to or at Closing, Axxxxx & Jaclin, LLP shall pay off all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide Purchaser with evidence of such payoff to the Purchaser’s reasonable satisfactionpayoff. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations in the future after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, taxes to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the its actual knowledge of Sellersknowledge, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers Sellers, either directly or by representation, are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than the amount disclosed as being 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 the amount disclosed as being 5,600,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of in the common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no , employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylawsparty. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including SEC its Quarterly Report on Form 10-K Q for the year first quarter of 2011, and all such reports were filed timely2009. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s ’ reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year of 2011December 31, 2010, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 200,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 2,000,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Annual Report on Form 10-K for the year of 2011ended March 31, 2012, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the The Company other than has 100,000,000 common shares shares, par value $0.0001 (“Common Stock”) and 10,000,000 preferred shares, and par value $0.0001 (“Preferred Stock”) currently authorized. Currently, there are no 6,012,516 issued and outstanding shares of the Company other than 100,000 common sharesCommon Stock and no shares of Preferred Stock outstanding. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are Except as disclosed in the Company’s filings made with the SEC available at the XXXXX website, there are: (a) no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are ; and (b) no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Annual Report on Form 10-K for the year of 2011, and all such reports were filed timely. The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Acquired Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Acquired Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There Other than this Agreement, there are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year first quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Sellers, Company is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Sellers either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 100,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 common shares. Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Acquired Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Acquired Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There Other than this Agreement, there are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K Q for the year first quarter of 20112010, and all such reports were filed timely. The representations and warranties herein by the Sellers and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser: 3.1.1 5.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, involved in as well as any general business transactions in the future that may be desired by its directors. 3.1.2 5.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to 5.1.3 The Company has or will have at Closing, all of the Company’s Closing no outstanding debts and debt or obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfactionwhatsoever. Should the Purchaser discover any obligation of the Company that was not paid disclosed prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing. The undertakings and representations made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date. 3.1.4 5.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 5.1.5 The Company Company, to its actual knowledge, is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 5.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations in the future after the Closingclosing of this Agreement. 3.1.7 5.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 5.1.8 The Company Company, to its actual knowledge, is not liable for any taxes, including income, real or personal property taxes, taxes to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 5.1.9 The Company, to the its actual knowledge of Sellersknowledge, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 5.1.10 The Sellers Sellers, either directly or by representation, are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 5.1.11 There are no authorized shares of the Company other than 100,000,000 the amount disclosed as being 200,000,000 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 100,000 the amount disclosed as being 13,963,333 common shares. Sellers at the Closing Date will have full and valid title to the Acquired SharesShares consisting of 8,850,000 shares of the common stock of the Company and to be delivered to the Purchaser by the Sellers hereunder, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 5.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of in the common stock are fully paid and non-assessable. 3.1.13 5.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.except as noted in Schedule A. 3.1.14 5.1.14 There are no outstanding judgments, liens judgments of UCC financing instruments or any other security interests UCC Securities Interests filed against the Company or any of its properties. 3.1.15 5.1.15 The Company has will have no subsidiariessubsidiaries subsequent to the date of Closing. 3.1.16 5.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no , employees or other such parties. 3.1.17 5.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 5.1.18 The Company is not in default under any contract, or any other document. 3.1.19 5.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement. 3.1.20 5.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylawsparty. 3.1.21 All 5.1.21 To the Sellers’ actual knowledge, all financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock's registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, including its Quarterly Report on Form 10-K for the year of 2011, and all such reports were filed timely. 5.1.22 The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.