Common use of The Acquisition Clause in Contracts

The Acquisition. 1.1 At the Closing, one (1) common share of WISE TARGET, which represents 100% of the outstanding shares of WISE TARGET, and one (1) share of AMBER LINK, which represents 100% outstanding shares of AMBER LINK, shall be acquired by TBAY in exchange for up to 18,550,000 restricted common shares of TBAY (the “Shares”). The Shares of WISE TARGET and AMBER LINK to be exchanged and the Shares of TBAY to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 At the Closing, the WISE TARGET and AMBER LINK shareholders listed in Exhibit A will deliver certificates for the shares of WISE TARGET and AMBER LINK listed in Exhibit A, duly endorsed so as to make TBAY the sole holder thereof, free and clear of all claims and encumbrances and TBAY shall deliver a transmittal letter directed to the transfer agent of TBAY directing the issuance of the Shares to the shareholders of WISE TARGET and AMBER LINK as set forth on Exhibit A of this Agreement. 1.3 Following the reorganization there will be a total of 30,079,549 common shares, $.001 par value, issued and outstanding in TBAY and no preferred shares will be issued and outstanding. 1.4 Following the reorganization, WISE TARGET and AMBER LINK will be wholly owned (100%) subsidiaries of TBAY, and will in aggregate hold 95% shareholding in SUNPLUS.

The Acquisition. 1.1 At the Closing, one (1) not less than 39,543,736 common share of WISE TARGETshares, which represents 100not less than 80% of the outstanding shares of WISE TARGET, and one (1) share of AMBER LINK, which represents 100% outstanding shares of AMBER LINK, WIRELESS shall be acquired by TBAY CACH in exchange for up to 18,550,000 13,472,846 post split restricted common shares of TBAY CACH (the “"Shares”"). The Shares of WISE TARGET and AMBER LINK WIRELESS to be exchanged and the Shares of TBAY CACH to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. In addition to the 11,492,565 post split CACH shares to be issued to the WIRELESS shareholders identified on Exhibit A, attached hereto, up to an additional 1,980,281 post split CACH shares may be issued to the remaining WIRELESS shareholders at the same exchange rate as those WIRELESS shareholders listed on Exhibit A if they do not exercise their dissenters rights. 1.2 At the Closing, the WISE TARGET and AMBER LINK WIRELESS shareholders listed in Exhibit A will deliver certificates for the shares of WISE TARGET and AMBER LINK WIRELESS listed in Exhibit A, duly endorsed so as to make TBAY CACH the sole holder thereof, free and clear of all claims and encumbrances and TBAY CACH shall deliver a transmittal letter directed to the transfer agent of TBAY CACH directing the issuance of the Shares to the shareholders of WISE TARGET and AMBER LINK WIRELESS as set forth on Exhibit A of this Agreement. 1.3 Following the reorganization there will be a total of 30,079,549 15,485,806 common shares, pre-split, $.001 par value, issued and outstanding in TBAY CACH and no preferred shares will be issued and outstanding. 1.4 Following the reorganization, WISE TARGET and AMBER LINK WIRELESS will be wholly a majority-owned (100%) subsidiaries subsidiary of TBAY, and will in aggregate hold 95% shareholding in SUNPLUSCACH.