Downside Up Inc Sample Contracts

ARTICLE I

Agreement for the Purchase of Common Stock • March 7th, 2003 • Downside Up Inc • Non-operating establishments

• Contract Type
  Agreement for the Purchase of Common Stock
• Filed
  March 7th, 2003
• Company
  Downside Up Inc
• Industry
  Non-operating establishments

AGREEMENT AND PLAN OF REORGANIZATION

Reorganization Agreement • September 19th, 2007 • Downside Up Inc • Non-operating establishments • Delaware

• Contract Type
  Reorganization Agreement
• Filed
  September 19th, 2007
• Company
  Downside Up Inc
• Industry
  Non-operating establishments
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF REORGANIZATION dated as of September 14, 2007 (the “Agreement”), between Downside Up, Inc., a Colorado corporation (“DUI”), ESP Resources Inc. , a Delaware corporation (“ESP”) and DUI Operations, Inc., a wholly-owned Subsidiary of DUI in organization (“Subsidiary”) and the shareholders of ESP, set forth on Schedule A hereto (the “ESP Shareholders”). ESP, DUI and Subsidiary may also be referred to herein as the “Constituent Corporations” or the “Parties.”

Agreement and Plan of Reorganization Dated September 14, 2007

Agreement and Plan of Reorganization • September 25th, 2007 • Downside Up Inc • Non-operating establishments • Delaware

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  September 25th, 2007
• Company
  Downside Up Inc
• Industry
  Non-operating establishments
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF REORGANIZATION dated as of September 14, 2007 (the “Agreement”), between Downside Up, Inc., a Colorado corporation (“DUI”), ESP Resources Inc. , a Delaware corporation (“ESP”) and DUI Operations, Inc., a wholly-owned Subsidiary of DUI in organization (“Subsidiary”) and the shareholders of ESP, set forth on Schedule A hereto (the “ESP Shareholders”). ESP, DUI and Subsidiary may also be referred to herein as the “Constituent Corporations” or the “Parties.”