Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Signature Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Signature Stock Transfer, Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Private Placement and the Merger, is no more than 2,700,000 shares of Parent Common Stock (inclusive of the shares of Parent Common Stock to be issued pursuant to Section 6.9 hereof). (6) An agreement in writing from Rxxxxxx X. Xxxxx, C.P.A., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations of all Mxxxxxxxxx Xxxxxx, Bxxxx Xxxx, Dxxx Xxxxxx, Lxxxx X. Xxxxxx and Jxx X. Xxxxxxx as directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director of Mxxxxxxxxx Xxxxxx, Lxxxx X. Xxxxxx and officer Jxx X. Xxxxxxx in the form attached hereto as Exhibit J, and substance acceptable to (iii) stock powers executed in blank by Mxxxxxxxxx Xxxxxx evidencing the Company cancellation of an aggregate of 4,999,800 shares of Parent Common Stock owned by her in its sole discretionconsideration for $100.00. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (79) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. (a) The Company Parent shall have received delivered to the following: Company and the Shareholders (1i) Copies a certificate of resolutions the Secretary of State of the State of Delaware dated as of the Closing Date, certifying as to the corporate legal existence and good standing of Parent’s , and Acquisition Corp.’s respective board (ii) a certificate of directors the Secretary of the Parent, dated the Closing Date, certifying on behalf of the Parent (w) that attached thereto is a true and complete copy of the sole stockholder Certificate of Acquisition Corp.Incorporation of the Parent, certified as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws of Parent as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by their respective Secretaries, the Board of Directors of Parent authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all the consummation of the Merger; and (z) to the incumbency and specimen signature of each officer of the Parent executing on behalf of Parent this Agreement and the other documents and instruments to be delivered by them pursuant agreements related hereto. (2b) A Acquisition Corp. shall have delivered to the Company and the Shareholders (i) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: Delaware dated as of the Closing Date, certifying as to the legal existence and good standing of Acquisition Corp., (iii) all consentsa certificate of the Secretary of Acquisition Corp., authorizationsdated the Closing Date, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or certifying on behalf of Acquisition Corp. for (x) that attached thereto is a true and complete copy of the execution By-Laws of such Acquisition Corp. as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the sole director and sole stockholder of such Acquisition Corp. authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been duly made or obtainedMerger; and (iiz) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or to the incumbency and specimen signature of each officer of Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, executing on behalf of Acquisition Corp. this Agreement or and the carrying out of the transactions contemplated by this Agreementother agreements related hereto. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. (a) The Company Parent shall have received delivered to the following: Company and the Sole Stockholder (1i) Copies a certificate of resolutions the Secretary of State of the State of Delaware dated as of the Closing Date, certifying as to the corporate legal existence and good standing of Parent’s , (ii) a certificate of the Secretary of the Parent, dated the Closing Date, certifying on behalf of the Parent (w) that attached hereto is a true and Acquisition Corp.’s respective board complete copy of directors the Certificate of Incorporation of the Parent, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the sole stockholder By-Laws of Acquisition Corp., certified Parent as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by their respective Secretaries, the Board of Directors of such Parent authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all the consummation of the Merger; and (z) to the incumbency and specimen signature of each officer of the Parent executing on behalf of such Parent this Agreement and the other documents and instruments to be delivered by them pursuant agreements related hereto. (2b) A Acquisition Corp. shall have delivered to the Company and the Sole Stockholder (i) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: Delaware dated as of the Closing Date, certifying as to the corporate legal existence and good standing of Acquisition Corp., (iii) all consentsa certificate of the Secretary of Acquisition Corp., authorizationsdated the Closing Date, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or certifying on behalf of Acquisition Corp. for (x) that attached thereto is a true and complete copy of the execution By- Laws of such Acquisition Corp. as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and Sole Stockholder of such Acquisition Corp. authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been duly made or obtainedMerger; and (iiz) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or to the incumbency and specimen signature of each officer of Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, executing on behalf of such Acquisition Corp. this Agreement or and the carrying out of the transactions contemplated by this Agreementother agreements related hereto. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (76) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, together with certified resolutions of Parent’s board of directors appointing the directors identified on Exhibit A to serve as their successors following the notice period required by federal law, such resignation and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (65) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (76) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors directors, the sole shareholder of Acquisition Corp. and the sole stockholder stockholders of Acquisition Corp.Parent, certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2ii) A copy of each of Parent’s and Acquisition Corp.’s charter, certified by the office of the Secretary of State of the State of incorporation. (iii) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers of Parent and Acquisition Corp. authorized to execute the documents referred to in paragraph subparagraph (1i) above and further certifying that the certificates of incorporation charter and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3iv) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate agreement of merger merger, together with the appropriate officer’s certificates, with the office of the Secretary of State of the State of NevadaCalifornia: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, Consents with any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding Action before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5v) The executed resignations of all directors and officers of Parent, with the director such resignations to take effect following at the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretionEffective Time. (6vi) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7vii) The original corporate record books and stock record books of Parent and Acquisition Corp. (viii) A agreement of merger, together with an appropriate officer’s certificate of Acquisition Corp. attached thereto, duly executed by Acquisition Corp. (ix) Evidence that Xxxxxx Xxxxxxx shall have irrevocably committed to contribute to the capital of Parent immediately after the Effective Date all of his shares of Parent Common Stock without consideration therefor. (x) Certificates of merger, as filed in the States of Delaware and Nevada, certifying as to the merger of Parent with and into a Delaware corporation solely for purposes of changing the domicile of Parent from the State of Nevada to the State of Delaware. (xi) Evidence that Parent shall have obtained a new CUSIP number and applied for a new trading symbol after changing its domicile from the State of Nevada to the State of Delaware. (xii) The registration statement filed by Parent under the Exchange Act covering Parent’s Common Stock shall have been declared effective (or shall automatically be deemed effective) by the Securities and Exchange Commission. (xiii) Letters of Transmittal and the Written Consent, duly executed by Shareholders of the Company who hold not less than 99% of the outstanding Company Common Stock. (xiv) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.Merger Sub’s respective board of directors and the sole stockholder of Acquisition Corp.Merger Sub, certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. Merger Sub certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. Merger Sub appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Merger Sub, certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. Merger Sub for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. Merger Sub to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Merger Sub issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement Agreement, the Merger Documents, and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary Merger and Statement of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 2,580,141 shares of Parent Common Stock. (6) Copies of any share cancellation agreements, which shall be duly executed by the parties thereto, and related correspondence between holders of shares that are being cancelled thereby and the Parent, and other written evidence of cancellation of said shares, if applicable. (7) An agreement in writing from Rxxxxx X. Xxxxxxxx, P.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors and officers Cxxxxxxxx Xxxxxxx as an officer of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and (iiwith the resignation of Mxx. Xxxxxxx as a director to take effect upon Parent’s compliance with Section 14(f) executed releases from each such director of the Exchange Act and officer rules promulgated thereunder. The Indemnification Agreement in the form as shown in Exhibit F hereto shall be entered into at the Closing Date, and substance acceptable will include a clause to indemnify Mxx. Xxxxxxx as a director between the Company in its sole discretionEffective Time and her resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (69) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the Parent United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (10) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of their respective states of incorporationDelaware. (711) Copies of all previously filed federal, state, and other Tax Returns of the Parent and its subsidiaries (whether now existing or in existence in the past), including related agreements and correspondence between the Parent, its subsidiaries and the relevant taxing authorities. (12) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Empire Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Datedate that any shares of Parent Common Stock are first issued in the Private Placement, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Empire Stock Transfer, Inc., Parent's transfer agent and registrar, certifying that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date, but prior to the initial closing of the Private Placement and the Merger, is no more than 1,500,000 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (67) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Island Stock Transfer, Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations An opinion letter from Sxxxxx X. Xxxxxxx, Esq., Parent's counsel setting forth that the number of all directors shares of Parent Common Stock that would be issued and officers outstanding as of Parentthe Closing Date after taking into consideration the Reverse Stock Split and cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable but prior to the Company in its sole discretionclosing of the Merger, is no more than 1,559,286 shares of Parent Common Stock. (6) An agreement in writing from Mxxxxxxxxxx & Co., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (7) The executed resignation of each of Exxxxxxxx Xxxxxx and Vxxxxxxx Xxxxxxx of their positions as officers of Parent, which resignations are to take effect at the Effective Time, (ii) an executed representation, warranty and indemnification agreement, in the form attached hereto as Exhibit H, from each of Exxxxxxxx Xxxxxx and Vxxxxxxx Xxxxxxx, and (iii) stock powers executed in blank, with signatures medallion guaranteed, evidencing the cancellation of an aggregate of 3,335,000 shares (before giving effect to the Reverse Split) of Parent Common Stock owned by Exxxxxxxx Xxxxxx in consideration for $200,000. (8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (79) Evidence that Parent has filed all tax returns required to be filed with the United States Internal Revenue Service, the State of Nevada and Canada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Statement of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Statement of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Statement of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 9,517,402 shares of Parent Common. (6) An agreement in writing from EKS&H, LLLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (7) The executed resignations resignation of all directors Xxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, and Xxxx Xxxxxx as officers of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and with the resignation of Xx. Xxxxxx as a director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (ii) executed releases from each such director 8) Evidence as of a recent date of the good standing and officer in corporate existence of the form and substance acceptable Parent made available to the Company by the Secretary of State of Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its sole discretionactivities makes such qualification necessary. (69) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationColorado. (710) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Corporation post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Corporation, except for the Holdover Employees. (11) The Company Stockholder Consent. (12) The signed lock-up agreements referenced in Section 1 of this Agreement. (13) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, Corp. authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Articles of Merger, and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Articles of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement Agreement, the Articles of Merger, and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Articles of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Continental Stock Transfer, Inc., the Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of the Parent Common Stock, together with the number of shares of the Parent Common Stock held by each record owner. (5) The executed resignations of all Xxxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx, as directors and officers of the Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, with the appointment of the officers identified in Exhibit D, to take effect at the Effective Time, and (iiwith the resignation of directors and the appointment of their replacements identified in Exhibit D to take effect upon compliance with Section 14(f) executed releases from each such director of the Exchange Act and officer in the form and substance acceptable to the Company in its sole discretionrules promulgated thereunder. (6) [INTENTIONALLY OMITTED] (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states Delaware and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of incorporationthe United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above this Agreement and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, that (i) except for the filing of the certificate Certificate of merger with the Secretary of State of the State of Nevada: (i) Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Pacific Stock Transfer Company, Parent’s 's transfer agent and registrar, certifying certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record ownerowner and the total number of shares of Parent Common Stock then outstanding. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretionClosing Date. (6) Evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their respective states of incorporationactivities makes such qualification necessary. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger and any Form D filings, if any: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement of the Merger Documents or the carrying out of the transactions contemplated by this Agreementthe Merger Documents. (4) A certificate of Securities Transfer Corporation, Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Securities Transfer Corporation, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to the transactions contemplated hereby, excluding the PIPE Financing is 25,333,239 shares of Parent Common Stock. (6) The executed resignations resignation and release of all directors and officers the director of Parent, with the director resignations director's resignation to take effect following the notice period required by federal lawlapsing of the Interim Director Period, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretionattached hereto as Exhibit H . (67) The executed resignation and release of the officer of Parent, with the officer's resignation to take effect at the Effective Time, in the form attached hereto as Exhibit I . (8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are in good standing in Delaware. (79) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above this Agreement and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, that (i) except for the filing of the certificate Certificate of merger with the Secretary of State of the State of Nevada: (i) Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Signature Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record ownerowner and the total number of shares of Parent Common Stock then outstanding. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretionClosing Date. (6) Evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their respective states of incorporationactivities makes such qualification necessary. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of American Registrar and Transfer Co., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) An opinion letter from Axxxxx & Jxxxxx, LLP, Parent’s counsel setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Private Placement and the Merger, is no more than 1,350,000 shares of Parent Common Stock (not including the shares of Parent Common Stock to be issued pursuant to Section 6.9 hereof). (6) An agreement in writing from Jxxxx Xxxxxx, C.P.A., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations of all Pxxxx Banysch and Vxxxxx Xxxxxx, as directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases and indemnification agreements from each such director of Pxxxx Banysch and officer Vxxxxx Xxxxxx in the form attached hereto as Exhibits I and substance acceptable to J, and (iii) stock powers executed in blank evidencing the Company cancellation of an aggregate of 10,960,500 post-split shares of Parent Common Stock owned by Stockholders of Parent in its sole discretionconsideration for $645,312.50. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (79) Evidence that Parent has all tax returns required to be filed in the states of Colorado and Delaware and in Vancouver, B.C. and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (1) above this Agreement and further certifying that the certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The (i) executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board Boards of directors Directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates Articles or Certificates of incorporation Incorporation and byBy-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Olde Monmouth Stock and Transfer, Co., Parent’s transfer agent and registrar, certifying as of the business day most recent practicable date prior to the Closing Date, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Xxxxxx & Xxxxxx, LLP, Parent’s counsel, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Merger, is no more than 1,101,250 shares of Parent Common Stock. (6) An agreement in writing from Xxxxxx, Xxxxxxxx & Associates, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm and confirming that they know of no reason that such firm would not be able to deliver their consent to the inclusion of such audit reports in the registration statement contemplated by the Private Offering. (i) The executed resignations resignation of all directors Xxxxxx Xxxx as the sole director and officers officer of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and with the resignation of Xxxxxx Xxxx as director to take effect at the later of (x) the Effective Time, and (y) upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, (ii) an executed releases release from each such Xxxxxx Xxxx except as to the right to be indemnified as a director with respect to the time period, if any, between the Effective Time and officer compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, in the form attached hereto as Exhibit E, and substance acceptable (iii) stock certificates and stock powers executed in blank by Xxxxxx Xxxx evidencing the transfer to Parent for cancellation of an aggregate of 29,075,000 shares of Parent Common Stock owned by him, in consideration for $300,000 (of which $50,000 has been paid prior to the date hereof), the agreement described in clause (8) below and the delivery to Parent of evidence satisfactory to the Company of the satisfaction in its sole discretionfull and cancellation of any indebtedness owed by Parent to Xxxxxx Xxxx. (68) An acquisition agreement in writing from Parent, in form and substance reasonably satisfactory to the Company, to sell all of the issued and outstanding shares of its subsidiary, Action Wireless, to Xxxxxx Xxxx promptly after the Effective Time, which agreement shall contain the assumption by Action Wireless of any and all liabilities of Parent in respect of all periods prior to the Effective Time (other than liabilities arising under this Agreement) and an indemnification of Parent by Action Wireless and Xxxxxx Xxxx therefrom. (9) The Private Offering shall have been consummated with not less than $2,000,000 in gross proceeds received by the Company. (10) The Jumbo 8-K shall have been prepared in a form satisfactory to the Company and in condition suitable for filing with the Commission. (11) Evidence as of a recent date of the good standing and corporate existence of Parent made available to the Company by the Secretary of State of Florida and evidence that Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (12) Evidence that Parent has filed all tax returns required to filed with the Internal Revenue Service or in the State of Florida and that Parent has no liabilities or penalties for failure to timely file tax returns. (13) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of their respective states of incorporationDelaware. (714) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Statement of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Statement of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Statement of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 9,106,250 shares of Parent Common Stock. (6) The executed resignations resignation of all directors Xxxxx X. Xxxxxx and Xxxx Xxxxxx as officers of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and (iiwith the resignation of Xx. Xxxxxx as a director to take effect upon Parent's compliance with Section 14(f) executed releases from each such director of the Exchange Act and officer in the form and substance acceptable to the Company in its sole discretionrules promulgated thereunder. (67) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the Parent United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (8) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of their respective states of incorporationColorado. (79) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Entity post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Entity, except for the Holdover Employees. (10) The Company Equityholder Consent. (11) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Holladay Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying xxxxxxxing as of the business day prior to the Closing Date, a true and complete list of before taking into consideration the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares cancellation of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer as indicated in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.Section

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Statement of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Statement of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Statement of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of X-Pedited Transfer Corporation, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from X-Pedited Transfer Corporation, Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 1,961,200 shares of Parent Common Stock. (6) An agreement in writing from Cxxxxxxxx and Hxxxxx, P.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors and officers Bxxxx X. Xxxxxx as an officer of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and (iiwith the resignation of Mx. Xxxxxx as a director to take effect upon Parent’s compliance with Section 14(f) executed releases from each such director of the Exchange Act and officer rules promulgated thereunder. Parent will enter into an Indemnification Agreement with Mx. Xxxxxx in the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and substance acceptable his resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (8) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its sole discretionactivities makes such qualification necessary. (69) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationColorado. (710) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of certified list from Manhattan Transfer Registrar Co., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock and Parent Preferred Stock, together with the number of shares of Parent Common Stock and Parent Preferred Stock held by each record owner. (5) An opinion letter from Frascona, Joiner, Gxxxxxx and Gxxxxxxxxx, P.C., Parent’s counsel setting forth that the number of shares of Parent Common Stock that are issued and outstanding as of the Closing Date is no more than 45,188,525 shares of Parent Common Stock, that no shares of Parent Preferred Stock are issued and outstanding, and that 1,473,650 shares of Parent Preferred Stock are designated as Parent Class A Preferred Stock, for which each share is convertible into 500 shares of Parent Common Stock. (6) An agreement in writing from Lancaster & Dxxxx, Chartered Accountants, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (7) The executed resignations of all Bxxxx Xxxxx, Pxxxx X. Xxxxxxx and Cxxxxxx Xxxxx, as directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretionEffective Time. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (79) Evidence that Parent has all tax returns required to be filed in the states of Florida and Delaware and in Vancouver, B.C. and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (10) Evidence that Parent has satisfied all outstanding liabilities prior to the Closing Date. (11) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.Sub’s respective board boards of directors and the sole stockholder of Acquisition Corp.Sub, certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. Sub certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. Sub appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Sub, certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of ParentAn agreement in writing from Xxxxxxx Xxxxxxx International CPAs, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable reasonably satisfactory to the Company in its sole discretionCompany, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (6) The executed resignation of each of Xxxx Xxxxxx and Hannah Bible as a director and/or officer of Parent. (7) Evidence as of a recent date of the good standing and corporate legal existence of each of the Parent and Acquisition Corp. Sub issued by the Secretary of State of the State of Delaware and evidence that the Parent and Acquisition Sub are qualified to transact business as foreign entities and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their respective states of incorporationactivities makes such qualification necessary. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.Merger Sub’s respective board of directors and the sole stockholder of Acquisition Corp.Merger Sub, certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. Merger Sub certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. Merger Sub appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Merger Sub, certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. Merger Sub for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. Merger Sub to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Merger Sub issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Empire Stock Transfer Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued to the Company’s stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Empire Stock Transfer Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent’s stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 2,500,000 shares of Parent Common Stock issued and outstanding. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director and officer Xxxxxxx X. Xxxxxxxx, in the form and substance acceptable to the Company in its sole discretion.attached hereto as Exhibit E. (67) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Date, and after taking into consideration the three and three quarters-for-one forward split of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the three and three-quarters-for-one forward split of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Merger, is no more than 4,827,724 shares of Parent Common Stock. (6) An agreement in writing from Mxxxxx & MxXxxxxx, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations from Birch Branch of all Mxxxxxx X. Xxxxxxxxxx and Gxxxxx X. Xxxxxx as directors and officers of Parent, with the director officer resignations to take effect following at the notice period required by federal lawEffective Time, with the resignation of Mx. Xxxxxx as director to take effect at the Effective Time, and with the resignation of Mx. Xxxxxxxxxx to take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, (ii) executed releases of Birch Branch from each such director Mxxxxxx X. Xxxxxxxxxx and officer Gxxxxx X. Xxxxxx and an indemnity by the Company of Mxxxxxx X. Xxxxxxxxxx relating to the time period between the Effective Time and compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, in the form attached hereto as Exhibit I, and (iii) stock power executed in blank by Mxxxxxx X. Xxxxxxxxxx for 50,000 post-split shares of Parent common stock(which shares shall be cancelled and retired by Parent) evidencing the cancellation of 50,000 post-split shares of Parent Common Stock owned by him in consideration for $500,000 and the agreement described in clause (8) below. (8) On the Closing Date, Mxxxxxx X. Xxxxxxxxxx shall exchange 50,000 post-split shares of Parent's common stock for all of Parent's rights, title and interest in any real estate assets and shall assume all debt of Parent in connections therewith. (9) Evidence in form and substance acceptable reasonably satisfactory to the Company in its sole discretionof the termination as of or prior to the Effective Time of all of Parent's agreements with any entities. (610) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the Parent United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (11) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of their respective states of incorporationDelaware. (712) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Statement of Merger, the Certificate of Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement Agreement, the Certificate of Merger, the Certificate of Merger, the Certificate of Amendment and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each the Parent made available to the Company by the Secretary of State of Colorado. (5) Evidence as of a recent date of the Parent good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (6) No more than 15% of the Stockholders of the Company shall have voted against the Merger or shall have demanded or exercised their respective states appraisal rights pursuant Section 262 of incorporationthe DGCL. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Date, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Merger, is no more than 1,950,500 shares of Parent Common Stock. (6) An agreement in writing from Cordovano and Honeck, P.C., in form and substance reasonably satisfacxxxx xx xhe Coxxxxx, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations of all Zen Zachariah Pool III, Susan Pool and Walter C. Nathan as directors and officers of Parent, xxxx the officex xxxxxxxxxxxx xo take effect at the Effective Time, with the resignation of Ms. Pool as director resignations to take effect following at the notice period required by federal lawEffective Time, and with the resignations of Messrs. Pool and Nathan to take effect upon compliance with Section 14(f) of the Exchaxxx Xxt and rules promulgated thereunder, (ii) executed releases from each such director Zen Zachariah Pool III, Susan Pool and officer Walter C. Nathan, and an indemnity by the Company of Mx. Xxol and Mr. Xxxxxx xxxxxxxx to the time period between the Effective Time and xxxxxxxxxe with Section 14(f) of the Exchange Act and rules promulgated thereunder, in the form attached hereto as Exhibit I, and (iii) stock powers executed in blank by Zen Zachariah Pool III and Walter C. Nathan evidencing the cancellation of an aggregate of 7,733000 xxx 000,000 shares of Parent Common Stock owned by them, respectively, in consideration for $280,000 and the agreement described in clause (8) below, with an additional $20,000 being paid separately to counsel to Parent for legal fees. (8) An acquisition agreement in writing from Parent, in form and substance acceptable reasonably satisfactory to the Company, to sell its pottery kiln business, including all of the issued and outstanding shares of its subsidiary Zen Raku Enterprises, Inc., to Zen Zachariah Pool III promptly after the Effective Time. (9) Evidence in form and substance reasonably satisfactory to the Company in its sole discretion. of the termination as of or prior to the Effective Time of (6i) the Management Agreement between Parent and Mile Hi Ceramics, Inc., and (ii) all of Parent's agreements with manufacturer's representatives. (10) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states Colorado and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of incorporationthe United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Statement of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Statement of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Statement of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 1,530,600 shares of Parent Common Stock including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Parent. (6) An agreement in writing from Ronxxx X. Xxxxxxxx, X.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors and officers Allxx Xxxx xx an officer of Parent, with the director resignations officer resignation to take effect following at the notice period required by federal lawEffective Time, and (iiwith the resignation of Mr. Xxxx xx a director to take effect upon Parent’s compliance with Section 14(f) executed releases from each such director of the Exchange Act and officer in rules promulgated thereunder. Parent will enter into an Indemnification Agreement with Mr. Xxxx xx the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and substance acceptable his resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (8) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Nevada and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its sole discretionactivities makes such qualification necessary. (69) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationColorado. (710) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation charter and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1I) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, cou14 governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Empire Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Empire Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date without giving effect to the Merger, is 20,545,780 shares of Parent Common Stock. (6) (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (67) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Pacific Stock Transfer, Parent’s 's transfer agent and registrar, certifying as of the business day prior to the Closing Datedate that any shares of Parent Common Stock are first issued in the Private Placement, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar, certifying that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date without giving effect to the initial closing of the Private Placement and the Merger, is 4,500,000 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (67) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation. (7) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Action Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Action Stock Transfer Corp., Parent’s transfer agent and registrar, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Private Placement and the Merger, is no more than 6,000,000 shares of Parent Common Stock. (6) An agreement in writing from Most & Company, LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations of all Xxxxxx X. Xxxxx and Xxxxxx Xxxx as directors and officers of Parent, with the director resignations to take effect following at the notice period required by federal lawEffective Time, and (ii) executed releases from each such director of Messrs. Xxxxx and officer Xxxx in the form attached hereto as Exhibit I, and substance acceptable to (iii) stock powers executed in blank by Messrs. Xxxxx and Xxxx (and/or their respective affiliates) evidencing the Company cancellation of an aggregate of 87,831,270 shares of Parent Common Stock owned by them in its sole discretionconsideration for $100.00. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary or Department of State of their respective states of incorporation. (7) incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective SecretariesSecretaries or other appropriate officer, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the respective Secretaries or other appropriate officer of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary or other appropriate officer of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) The executed resignations of all directors and officers of ParentParent as required by this Agreement, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationDelaware. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Parent’s transfer agent and registrar, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date (6) An agreement in writing from Malone& Bxxxxx, PC in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations of all directors and officers Rxxxxx Xxxxx an officer of Parent, with the director resignations to take effect following the notice period required by federal law, Parent and (ii) executed releases release from each such director and officer in the form and substance acceptable to the Company in its sole discretionRxxxxx Xxxxx as an officer. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary or Department of State of their respective states of incorporation. (7) incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp.directors, certified by their respective Secretariesits Secretary, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them it pursuant hereto, including the election of Txxx Xxxx and Rxxxxx Xxxxxxx to the Parent’s Board of Directors. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Parent, certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreementany of the Transaction Documents. (4) A certificate of Island Stock Transfer, Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 5.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Island Stock Transfer, Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 5.2(f)(7)(iii) hereof, but prior to the closing of the Private Placement and the Exchange, is no more than 1,200,000 shares of Parent Common Stock. (6) An agreement in writing from Mxxxxx & Bxxxxx, PC, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors Jxxxxxxx Xxxxx as the sole director and officers officer of Parent, with the director resignations resignation to take effect following at the notice period required by federal lawClosing, and (ii) executed releases release from each such director and officer Mx. Xxxxx in the form attached hereto as Exhibit G, and substance acceptable to (iii) a stock power executed in blank by Vision Opportunity Master Fund, Ltd. evidencing the Company cancellation of an aggregate of 34,745,000 shares of Parent Common Stock owned by it in its sole discretionconsideration for $100.00. (6) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states the State of incorporationDelaware and evidence that Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (79) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving approving, to the Merger and extent applicable, the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant heretohereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate Certificate of merger with the Secretary of State of the State of NevadaMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by this Agreementany of the Merger Documents. (4) A certificate of Empire Stock Transfer, Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Datedate any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) An agreement in writing from Xxxxxx Xxxxx Xxxxxxxxxxx, PLLC, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (6) The executed resignations resignation of all directors Xxxxxxx Xxxxxxxxx his positions as sole officer and officers director of Parent, with the director resignations which resignation is to take effect following at the notice period required by federal lawEffective Time, and (ii) stock powers executed releases from each such director and officer in blank, with signatures medallion guaranteed, evidencing the form and substance acceptable to the Company in its sole discretioncancellation of an aggregate of 32,076,890 shares of Parent Common Stock owned by Xxxxxxx Xxxxxxxxx. (67) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporationincorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (78) Evidence that Parent has filed all tax returns required to be filed with the United States Internal Revenue Service and the State of Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.