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 shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (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 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 boards of directors and the sole shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i1) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate 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 to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Island Stock X-Pedited Transfer Corp.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, registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing DateDate 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 Malone& BC▇▇▇▇▇▇▇▇ and H▇▇▇▇▇, PC 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 R▇B▇▇▇▇ ▇. ▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerofficer of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of M▇. ▇▇▇▇▇▇ as a director to take effect upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. Parent will enter into an Indemnification Agreement with M▇. ▇▇▇▇▇▇ in the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and 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 each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary or Department of State of their respective states of incorporation Colorado and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (9) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (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.Sub’s respective board boards of directors and the sole shareholder stockholder of Acquisition Corp.Sub, certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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 of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Corporate Stock Transfer Corp.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) 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& B▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International CPAs, PC 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. (i6) The executed resignations resignation of R▇each of ▇▇▇▇ ▇▇▇▇▇▇ an and Hannah Bible as a director and/or officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerParent. (8) 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 or Department of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. Sub are qualified to transact business as foreign corporations 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 activities makes such qualification necessary. . (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 Sibling shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole shareholder stockholders of Acquisition Corp.Sona, certified by their respective Secretariesthe Secretary of Sona, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Acquisition Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. Sona certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates articles of incorporation and by-laws bylaws of Parent Sona delivered to Sibling at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Sona’s Secretary, certifying that, except for the filing of the Certificate of Merger: (iA) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Acquisition shall have been duly made or obtained, and all material consents by third parties that are required for the Merger Acquisition have been obtained; and (iiB) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted 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 any of the Merger Acquisition Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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. (iiv) The executed resignations resignation of R▇▇N▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ , as an officerofficer and director of Sona, with the resignations to take effect at the Closing Date. (8) v) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Sona issued by the Secretary or Department of State of their respective states the State of incorporation Texas and evidence that the Parent and Acquisition Corp. are Sona is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Sibling may reasonably requestrequest including, but not limited to, the acceptance of the executive compensation agreements referred to in Section 3.19 hereof and the agreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.

Supporting Documents. The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board boards of directors and the sole shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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. (3ii) A certificate, dated the Closing Date, executed by the Secretary R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Director of each of the Parent and Acquisition Corp., certifying as to satisfaction of the conditions set forth in Section 7.2(c) and certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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. (iiii) The executed resignations of R▇▇▇▇▇ ▇▇▇▇▇ an officer the Parent’s and Acquisition Corp.’s respective Boards of Parent Directors and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerExecutive Officers, with the resignations to take effect at the Effective Time. (8) iv) Evidence as of a recent date within 10 days of the Effective Time of the good standing and corporate existence of each Parent issued by the Secretary of State of Delaware. (v) Evidence as of a date within 10 days of the Parent Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary or Department of State of their respective states of incorporation and evidence that Delaware. (vi) The Nagar Employment Agreement duly executed by the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of Parent. (vii) The Deshusses Employment Agreement duly executed by 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. Parent. (viii) 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 shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger, the Certificate of Merger Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant hereto 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 (i1) 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 of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and Agreement, the Certificate of Merger 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (8) 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 or Department of State of their respective states of 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 Colorado. (6) No more than 15% of the United States and in each other jurisdiction where the character Stockholders of the property owned Company shall have voted against the Merger or leased by them shall have demanded or exercised their appraisal rights pursuant Section 262 of the nature of their activities makes such qualification necessary. 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 Subscribers shall have received the following: (1) Copies of resolutions of Parentthe Company’s and Acquisition Corp.’s respective board of directors and the sole shareholder of Acquisition Corp.directors, certified by their respective Secretariesits Secretary, authorizing and approving, to the extent applicable, approving this Agreement and the execution, delivery and performance of this Agreement, the Certificate of Merger Agreement and all other documents documents, agreements, and instruments to be delivered by them pursuant hereto and theretohereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the certificates articles of incorporation and by-laws of Parent and Acquisition Corp. the Company 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.Company, certifying that, except for the filing of the Certificate of Merger: (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 the Company for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger transactions contemplated hereby 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 the Company 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 any of the Merger Documentsthis Agreement. (4) A certificate of Island Stock Transfer Corp., Parentthe Company’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 Company Common Stock and Company Preferred 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer all directors and officers of Parent the Company, with the director resignations to take effect following the notice period required by federal law, if any, and (ii) executed release releases from R▇▇▇▇▇ ▇▇▇▇▇ as an officereach such director and officer in the form and substance acceptable to the subscribers in their sole discretion. (8) 6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary or Department of State of their respective states the State of 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. Nevada. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Subscribers 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 and the sole shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) 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 (i1) of this Section 6.2(d) 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. (3iii) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents, and (iii) there are no existing liabilities as of the Closing Date except as set forth on Schedule 3.13 to this Agreement. (4iv) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of the Closing Datebusiness day prior to the date 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. (5v) A The letter from Parent’s transfer agent and registrar, setting forth that the number required by Section 4.01 of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date (6) An agreement Form 8K in writing from Malone& Bconnection with ▇▇▇▇ ▇▇▇▇▇, PC in form and substance reasonably satisfactory to the CompanyCPA & Associates, to deliver copies of the audit opinions with respect to any and all financial statements PC’s resignation as auditor of Parent that had been audited by such firm.and the appointment of ▇▇▇▇▇▇▇▇▇ Kass & Co. (i) The executed resignations of R▇▇▇▇▇ ▇▇▇▇▇ an all of the directors and officers of Parent, with the officer of Parent resignations to take effect at the Effective Time and the director resignations to take effect pursuant to Section 5.4 herein, and (ii) executed release releases and indemnification agreements from R▇▇▇▇▇ ▇▇▇▇▇ each of the officers and directors in the form attached hereto as an officer.Exhibits H and I. (8) vii) 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 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 . (viii) Evidence that Parent has all tax returns required to be filed in the state of Delaware and any other information with respect required jurisdiction, and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns other than the transactions contemplated hereby as amounts referenced in Section 1.9 hereof about which the Company may reasonably requestInternal Revenue Service has yet to make a final determination.

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 shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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 of Merger: (i) , all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Pacific Stock Transfer Corp.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 owner. (5) A letter from Parent’s transfer agent owner and registrar, setting forth that the total 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& B▇▇▇▇▇, 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 firmthen outstanding. (i5) The executed resignations of R▇▇▇▇▇ ▇▇▇▇▇ an officer all directors and officers of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerParent, with the director resignations to take effect at the Closing Date. (8) 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 or Department of State of their respective states of incorporation Delaware 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) 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 shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Pacific Stock Transfer Corp.Transfer, Parent’s 's transfer agent and registrar, certifying as of the Closing Datebusiness day prior to the date 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 Pacific Stock Transfer, Parent’s 's transfer agent and registrar, 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& B▇▇▇▇▇, PC in form and substance reasonably satisfactory giving effect to all agreements with Parent's stockholders, but prior to the Company, to deliver copies closing of the audit opinions with respect to any sale and all financial statements cancellations contemplated thereby, is no more than 3,216,500 shares of Parent that had been audited by such firmCommon Stock. (i) The executed resignations of Rall directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer.s EXHIBIT F (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 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. . (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 shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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 of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Stock certified list from Manhattan Transfer Corp.Registrar Co., Parent’s transfer agent and registrar, certifying as of 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) A An opinion letter from Frascona, Joiner, G▇▇▇▇▇▇ and G▇▇▇▇▇▇▇▇▇, P.C., Parent’s transfer agent and registrar, counsel setting forth that the number of shares of Parent Common Stock that would be are issued and outstanding as of the Closing DateDate 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 MaloneLancaster & B▇D▇▇▇▇, PC 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. (i7) The executed resignations of RB▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and C▇▇▇▇▇▇ ▇▇▇▇▇ an officer ▇, as directors and officers of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerParent, with the director resignations to take effect at the Effective Time. (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 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. . (9) 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 's and Acquisition Corp.’s 's respective board of directors and the sole shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Stock Register and Transfer Corp.Company, Parent’s 's transfer agent and registrar, certifying as of the Closing Datebusiness day prior to the date 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 Register and Transfer Company, Parent’s 's transfer agent and registrar, 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& B▇▇▇▇▇, PC in form and substance reasonably satisfactory but prior to the Company, to deliver copies closing of the audit opinions with respect to any Private Placement and all financial statements the Merger, is no more than 1,850,000 shares of Parent that had been audited by such firmCommon Stock. (i) The executed resignations of Rall directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from each of Sean Miller, Rose Cabasso, Thomas Fastiggi, Lisa Beach and Vince▇▇ ▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇ ▇▇▇▇che▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇▇ ▇▇ ▇▇▇▇ as an officer▇BIT ▇. (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 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. . (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 boards of directors and the sole shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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 of Merger: (i) , all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Signature Stock Transfer Corp.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 owner. (5) A letter from Parent’s transfer agent owner and registrar, setting forth that the total 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& B▇▇▇▇▇, 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 firmthen outstanding. (i5) The executed resignations of R▇▇▇▇▇ ▇▇▇▇▇ an officer all directors and officers of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerParent, with the director resignations to take effect at the Closing Date. (8) 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 or Department of State of their respective states of incorporation Delaware 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) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Sub shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole shareholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto Sub at the time of the execution of this Agreement have been validly adopted and 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.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 that are 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (8) Evidence as of a recent date of the good standing and corporate legal existence of each of the Parent and Acquisition Corp. Company issued by the Secretary or Department of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (5) Employment letter agreements between Parent and each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, each of which agreements shall be effective as of the Closing Date. (6) Each of the Stock Purchase Agreement between Parent and Ameri Consulting Service Private Limited (the “Ameri India Purchase Agreement”) and the Master Services Agreement between such parties shall be executed as of the Closing Date. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Sub may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole shareholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and by-laws Bylaws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and 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.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 that are 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary or Department of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. 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 shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i1) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate 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 to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Island Corporate Stock Transfer Corp.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, registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing DateDate 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 Malone& BRon▇▇▇ ▇. ▇▇▇▇▇▇▇▇, PC ▇.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 RAll▇▇ ▇▇▇▇ ▇▇▇▇▇ an officer of Parent Parent, with the officer resignation to take effect at the Effective Time, and (ii) executed release from R▇with the resignation of Mr. ▇▇▇▇ ▇▇ a director to take effect upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. Parent will enter into an Indemnification Agreement with Mr. ▇▇▇▇ ▇▇ the form as an officershown in Exhibit F hereto to indemnify him as a director between the Effective Time and 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 each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary or Department of State of their respective states of incorporation Nevada and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (9) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (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 Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole shareholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and 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.Company’s Secretary, certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are 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 to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary or Department of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as foreign corporations a corporation and are is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. . (5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. 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 shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i1) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate 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 to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Island Corporate Stock Transfer Corp.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 's transfer agent and registrar, registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing DateDate but prior to the closing of the Merger, is no more than 9,106,250 shares of Parent Common Stock. (6) An agreement in writing from Malone& BThe executed resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇▇ an as officers of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of Parent and (ii) executed release from R▇▇. ▇▇▇ ▇▇▇▇▇ as an officera director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (8) 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 or Department of State of their respective states of incorporation Colorado and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their 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 Colorado. (9) 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: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole shareholder of Acquisition Corp., certified by their respective Secretariesits Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) 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 (i) 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. (3iii) 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: (i) that all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger actions contemplated by this Agreement 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 to restrain or prohibit, or to obtain substantial damages in respect of, of this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Exchange Documents. (4iv) A certificate of Island Stock Transfer Corp.certificate, Parent’s transfer agent and registrar, certifying as of dated the Closing Date, a true and complete list executed by the Secretary of the names and addresses of the record owners of all of the outstanding shares of Parent Common StockParent, together with the number of stating that 32,500,000 shares of Parent Common Stock held by each record owner. (5) A letter from Parent’s transfer agent have been cancelled and registrar, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding on a fully diluted basis as of the Closing DateDate is no more than 12,782,000 shares. (6v) An agreement in writing from Malone& B▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LP, 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. (ivi) The executed resignations resignation of R▇▇▇▇▇ ▇▇▇▇▇ an officer all of Parent the directors and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officerofficers of Parent, with the resignation to take effect at the Effective Time. (8) vii) 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 Nevada and evidence that the Parent and Acquisition Corp. are is 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. . (viii) Evidence that Parent has all tax returns required to be filed in the state of Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (ix) 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 shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Empire Stock Transfer Corp.Transfer, Parent’s transfer agent and registrar, certifying as of the Closing Datebusiness day prior to the date 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) 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& B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, PC 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. (i6) The executed resignations resignation of R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ an his positions as sole officer and director of Parent Parent, which resignation is to take effect at the Effective Time, and (ii) stock powers executed release from Rin blank, with signatures medallion guaranteed, evidencing the cancellation of an aggregate of 32,076,890 shares of Parent Common Stock owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ as an officer▇▇▇▇▇. (8) 7) 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 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. . (8) 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.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole shareholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and 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.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 that are 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 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 any of the Merger Documents. (4) A certificate of Island Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of 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& B▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇▇▇▇▇ as an officer. (8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary or Department of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are 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 them it or the nature of their its activities makes such qualification necessary. . (5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. 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 shareholder stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto 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 (i) 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: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required 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 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 any of the Merger Documents. (4) A certificate of Island Empire Stock Transfer Corp.Inc., Parent’s transfer agent and registrar, certifying as of the Closing Datebusiness day prior to the date 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, 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& B▇▇▇▇▇, PC in form and substance reasonably satisfactory giving effect to all agreements with Parent’s stockholders, but prior to the Company, to deliver copies closing of the audit opinions with respect to any sale and all financial statements cancellations contemplated thereby, is no more than 2,500,000 shares of Parent that had been audited by such firmCommon Stock issued and outstanding. (i) The executed resignations of Rall directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from ▇▇▇▇▇▇▇ ▇▇▇▇▇ an officer of Parent and (ii) executed release from R. ▇▇▇▇▇ ▇▇▇▇▇ , in the form attached hereto as an officer.Exhibit E. (8) 7) 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 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. . (8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.