STOCKPURCHASE AGREEMENT AND SHARE EXCHANGE by andamong Expedite2, Inc. aDelaware Corporation and JohnBordynuik, Inc. AnOntario Corporation effectiveas of February 10, 2009

               THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 10th day of February, 2009 (the “Agreement”), by and among Expedite 2, Inc., a Delaware corporation (“Expedite”) with its principal executive offices at 4536 Portage Road, Niagara Falls, Ontario, Canada; John Bordynuik Inc. (“JBI”), an Ontario Corporation with its principle places of business at 4536 Portage Road, Niagara Falls, Ontario, Canada, and the shareholders of JBI named on the signature page of this Agreement (individually, a “Stockholder”, and collectively, the “Stockholders”).

               A.           This Agreement provides for the acquisition of JBI whereby JBI shall become a wholly owned subsidiary of EXPEDITE and in connection therewith

               B.           The boards of directors of JBI and EXPEDITE have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively.  This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.

               NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

As an inducement to and to obtain the reliance of EXPEDITE, JBI represents and warrants as follows:

Section 1.1   Organization. JBI is a corporation duly organized, validly existing, and in good standing under the laws of province of Ontario and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of JBI's articles of incorporation or bylaws. JBI has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

 

 

 

 

Section 1.2          Capitalization.   The authorized Capitalization of JBI consists of 1,000,000 Common Shares, $0.0001 par value per share and no Preferred Shares.  As of the date hereof, JBI has 234,085 shares of common stock outstanding.

All issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person.  JBI has no securities, warrants or options authorized or issued.

               Section 1.5            Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting JBI or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of JBI.  JBI is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.6            Material Contract Defaults.  JBI is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of JBI, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which JBI has not taken adequate steps to prevent such a default from occurring.

                Section 1.7            Information.    The information concerning JBI as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading.

 

 

 

                Section 1.8           Title and Related Matters.  JBI has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances.  JBI owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with JBI business.   No third party has any right to, and JBI has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of JBI or any material portion of its properties, assets or rights.

                Section  1.10       Compliance With Laws and Regulations.  To the best of JBI’s knowledge and belief, JBI has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of JBI or would not result in JBI incurring material liability.

                Section 1.11         Insurance.  All of the insurable properties of JBI are insured for JBI‘s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

                Section 1.12        Approval of Agreement.  The directors of JBI have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.

 

 

 

                Section 1.13        Material Transactions or Affiliations.  There are no material contracts or agreements of arrangement between JBI and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of JBI and which is to be performed in whole or in part after the date hereof.  JBI has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

Section 1.14         No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which JBI is a party or to which any of its properties or operations are subject.

Section 1.15         Governmental Authorizations.  JBI has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by JBI of this Agreement and the consummation of the transactions contemplated hereby.

                Section 2.1           Organization.   EXPEDITE is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of EXPEDITE's certificate of incorporation or bylaws.  EXPEDITE has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

 

 

 

Section 2.2           Capitalization.   The authorized Capitalization of EXPEDITE consists of 100,000,000 Common Shares, $0.0001 par value per share and 10,000,000 Preferred Shares, par value $0.0001.  As of the date of the merger agreement, there were 100,000 common shares outstanding.

All issued and outstanding common shares have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person.  EXPEDITE has no other securities, warrants or options authorized or issued.

                Section 2.5            Information.   The information concerning EXPEDITE as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

                Section 2.6          Title and Related Matters.   EXPEDITE has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances.  Except as set forth in the Schedules attached hereto, EXPEDITE owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with EXPEDITE's business.  Except as set forth in the attached Schedules, no third party has any right to, and EXPEDITE has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of EXPEDITE or any material portion of its properties, assets or rights.

                Section 2.7            Litigation and Proceedings.  There are no actions, suits or proceedings pending or threatened by or against or affecting EXPEDITE, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of EXPEDITE.  EXPEDITE does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

                Section 2.9           No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which EXPEDITE is a party or to which any of its properties or operations are subject.

Section 2.10         Material Contract Defaults.    To the best of EXPEDITE's knowledge and belief, it is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of EXPEDITE, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which EXPEDITE has not taken adequate steps to prevent such a default from occurring.

               Section 2.11         Governmental Authorizations.   To the best of EXPEDITE’s knowledge, EXPEDITE has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or corporation laws, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by EXPEDITE of the transactions contemplated hereby.

 

 

 

               Section 2.12        Compliance With Laws and Regulations. To the best of EXPEDITE's knowledge and belief, EXPEDITE has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of EXPEDITE or would not result in EXPEDITE's incurring any material liability.

Section 2.13         Insurance.  All of the insurable properties of EXPEDITE are insured for EXPEDITE‘s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

               Section 2.14          Approval of Agreement.   The directors of EXPEDITE have authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.

Section 2.15         Material Transactions or Affiliations.    As of the Closing Date, there will exist no material contract, agreement or arrangement between EXPEDITE and any person who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by EXPEDITE to own beneficially, ten percent (10%) or more of the issued and outstanding Common Shares of EXPEDITE and which is to be performed in whole or in part after the date hereof except with regard to an agreement with the EXPEDITE shareholders providing for the distribution of cash to provide for payment of federal and state taxes on Subchapter S income.  EXPEDITE has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 3.1           Share Exchange/Delivery of EXPEDITE Securities.On the Closing Date, the holders of all of the JBI Common Shares shall deliver to EXPEDITE (i) certificates or other documents evidencing all of the issued and outstanding JBI Common Shares, duly endorsed in blank or with executed power attached thereto in transferable form.  On the Closing Date, all previously issued and outstanding Common Shares of JBI shall be transferred to EXPEDITE, so that JBI shall become a wholly owned subsidiary of EXPEDITE.

Section 3.2          Issuance of EXPEDITE Common Shares.  In exchange for EXPEDITE acquiring all of the JBI Common Shares tendered pursuant to Section 3.1, EXPEDITE shall issue to the JBI shareholders a total of 58,521,000 shares of EXPEDITE common stock according to Schedule A.  Such shares are restricted in accordance with Rule 144 of the 1933 Securities Act.

 

 

 

Section 3.3           Events Prior to Closing.  Upon execution hereof or as soon thereafter as practical, management of JBI and EXPEDITE shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced herein below.

Section 3.4            Closing. The closing ("Closing") of the transactions contemplated by this Agreement shall be February 10, 2009.

               In the event of termination pursuant to this paragraph (a) of this Section 3.5, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

               In the event of termination pursuant to paragraph (b) and (c) of this Section 3.5, the breaching party shall bear all of the expenses incurred by the other party in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

               Section 3.6            Directors of EXPEDITE After Acquisition.  After the Closing Date, John Bordynuik shall remain the only member of the Board of Directors of EXPEDITE.  Each director shall hold office until his successor shall have been duly elected and shall have qualified or until his earlier death, resignation or removal.

               Section 4.1             Access to Properties and Records.   Prior to closing, JBI and EXPEDITE will each afford to the officers and authorized representatives of the other full access to the properties, books and records of each other, in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each other, as the other shall from time to time reasonably request.

(a)    From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, JBI and EXPEDITE will each use its best efforts to:

The obligations of JBI under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

                Section 5.1           Accuracy of Representations.  The representations and warranties made by JBI in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at the Closing Date (except for changes therein permitted by this Agreement), and JBI shall have performed or compiled with all covenants and conditions required by this Agreement to be performed or complied with by JBI prior to or at the Closing.  EXPEDITE shall be furnished with a certificate, signed by a duly authorized officer of JBI and dated the Closing Date, to the foregoing effect.

Section 5.2            Director Approval. The Board of Directors of JBI shall have approved this Agreement and the transactions contemplated herein.

Section 5.3            Officer's Certificate.   EXPEDITE shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of JBI to the effect that:  (a)  the representations and warranties of JBI set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date;  (b)  JBI has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Effective Date;  (c)  since such date and other than as previously disclosed to EXPEDITE, JBI has not entered into any material transaction other than transactions which are usual and  in the ordinary course if its business; and  (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of JBI, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the JBI Schedules, by or against JBI which might result in any material adverse change in any of the assets, properties, business or operations of JBI.

Section 5.4           No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may JBI use or create any material adverse change in the financial condition, business or operations of JBI.

 

 

 

Section 5.5          Other Items.  EXPEDITE shall have received such further documents, certificates or instruments relating to the transactions contemplated hereby as EXPEDITE may reasonably request.

The obligations of EXPEDITE under this Agreement are subject to the satisfaction, at or before the Closing date (unless otherwise indicated herein), of the following conditions:

Section 6.1            Accuracy of Representations.  The representations and warranties made by EXPEDITE in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and EXPEDITE shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by EXPEDITE prior to or at the Closing.  JBI shall have been furnished with a certificate, signed by a duly authorized executive officer of EXPEDITE and dated the Closing Date, to the foregoing effect.

Section 6.2           Director Approval.   The Board of Directors of EXPEDITE shall have approved this Agreement and the transactions contemplated herein.

Section 6.3           Officer's Certificate.   JBI shall be furnished with a certificate dated the Closing date and signed by a duly authorized officer of EXPEDITE to the effect that:  (a) the representations and warranties of EXPEDITE set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date; and (b) EXPEDITE had performed all covenants, satisfied all conditions, and complied with all other terms and provisions of the Agreement to be performed, satisfied or complied with by it as of the Effective Date.

Section 6.4            No Material Adverse Change.   Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of EXPEDITE.

               Section 7.1            Brokers and Finders.    Each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement. The parties each agree to indemnify the other against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

 

 

 

Section 7.2           Law, Forum and Jurisdiction.  This Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey, United States of America.

Section 7.3            Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

 

 

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of  the date so delivered, mailed or telegraphed.

Section 7.4            Attorneys' Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.5            Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except:  (i)  to the extent such data is a matter of public knowledge or is required by law to be published; and (ii)  to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

Section 7.6            Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

Section 7.7            Third Party Beneficiaries. This contract is solely between JBI and EXPEDITE and except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 7.8           Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof.  There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.  This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

 

 

 

Section 7.9            Survival; Termination.  The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for 18 months.

Section 7.10         Counterparts.   This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 7.11         Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.12         Expenses.  Each party herein shall bear all of their respective cost s and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.

Section 7.13         Headings; Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

Section 7.14         Benefit. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.  This Agreement shall not be assigned by any party without the prior written consent of the other party.

Section 7.15         Public Announcements. Except as may be required by law, neither party shall make any public announcement or filing with respect to the transactions provided for herein without the prior consent of the other party hereto.

Section 7.16         Severability.  In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

Section 7.17         Failure of Conditions; Termination.  In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement.  In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees.  The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

 

 

 

Section 7.18         No Strict Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.

Section 7.19         Execution Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

Section 7.20        Amendment.   At any time after the Closing Date, this Agreement may be amended by a writing signed by both parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.21        Conflict of Interest.   Both EXPEDITE and JBI understand that Anslow & Jaclin, LLP is representing both parties in this transaction which represents a conflict of interest.  Both EXPEDITE and JBI have the right to different counsel due to this conflict of interest.  Notwithstanding the above, both EXPEDITE and JBI agree to waive this conflict and have Anslow & Jaclin, LLP represent both parties in the above-referenced transaction.  Both EXPEDITE and JBI agree to hold this law firm harmless from any and all liabilities that may occur or arise due to this conflict.