AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

THIS AGREEMENT dated as of the 1^st day of June, 2017 (the "Effective Date").

AMONG:

EIGHT DRAGONS ACQUISITION I, INC., a corporation existing under the laws of the State of Florida

(hereinafter called the "Acquiror")

- and -

EIGHT DRAGONS COMPANY., a corporation existing under the laws of the State of Nevada

(hereinafter called "Eight Dragons")

- and -

PARK ROAD SOLUTIONS, INC., a corporation existing under the laws of the State of Florida

(hereinafter called "Park Road")

- and -

THE INDIVIDUAL SET OUT IN EXHIBIT "A" HERETO
(hereinafter collectively called the "Park Road Shareholder")

RECITALS

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

In this Agreement and in all amendments hereto the following words, whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, shall have the following meanings:

"Affiliates" shall include the spouses, parents, children and other members of the families of the Shareholders and any Person controlled by the Shareholders or any one or more of them.

"Agreement" shall mean this Agreement and Plan of Merger and Reorganization as amended from time to time.

"Claims, Proceedings or Restrictions" shall mean any claims, legal, administrative or other proceedings, suits, investigations, complaints, notices of violation or similar process, judgments, injunctions, orders, decrees or directives against, relating to or directly or indirectly affecting (a) Park Road, its assets, business or its ability to acquire property or conduct business in any area, or (b) the officers or directors, agents, employees or consultants of Park Road, which as to all matters described in (a) or (b) above if determined adversely to any of the above (or if adopted in the case of proposed governmental restriction), might individually or in the aggregate, either materially adversely affect the condition (financial or otherwise), operations, business or prospects of Park Road, or challenge the validity or propriety of the transactions contemplated by the Agreement, or the ability of the parties to consummate such transactions in accordance with the terms of the Agreement.

"Closing Date" shall mean the date on which the Closing occurs.

"Eight Dragons Shares" means common shares in the capital of Eight Dragons.

"Intellectual Property" shall mean all patents, trademarks, copyrights, industrial designs, software, trade secrets, know-how, concepts, information and other intellectual and industrial property.

"Financial Statements" shall mean Park Road's financial statements including balance sheet as of April 30, 2017 and the related statements of income, retained earnings and changes in financial position for the period then ended.

"Material" or "Materially", as used in connection with events, contingencies, claims or other matters (or a series of related such matters) expressly relating in the Agreement to any particular asset of Park Road or the business of Park Road as the case may be, shall include such matters as a reasonably prudent investor would consider important (either, individually, or when considering the collective effect of all such matters) in deciding whether to purchase such assets, the Park Road Shares, or the business of Park Road on the terms provided herein.

"Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, limited liability company, corporation, institution, public benefit corporation, entity or government (whether federal, provincial, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

"Purchase Price" shall mean the aggregate consideration to be paid to the Park Road Shareholder pursuant to Section 2.1 (a).

"Securities Laws" means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the applicable securities regulatory authority, all as amended.

"Taxes" means all taxes and other governmental charges of any kind whatsoever including without limitation, all federal, state, municipal or other governmental imposed income tax, capital tax, capital gains tax, transfer tax, value-added tax, sales tax, social services, health, payroll and employment taxes, duty, customs, or import duties and any penalty charges or interest in respect of the forgoing.

Park Road represents and warrants as of the date of this Agreement and again as of the date of Closing Date to Eight Dragons and the Acquiror as follows:

Park Road is a corporation duly incorporated, organized and validly subsisting under the laws of the State of Florida, and has all requisite corporate power and authority to own or hold under lease its properties and assets and to carry on its business as now conducted. Park Road is duly qualified to do business and is in good standing in every jurisdiction in which a failure to so qualify could have a Material adverse effect upon its properties, assets, financial conditions, results of operation or business prospects. True and complete copies of the Articles of Incorporation, as amended to date, and the by-laws, as amended to date, of Park Road have been furnished to Eight Dragons. Park Road has taken all actions required by law, its Articles of Incorporation, or otherwise, to authorize the execution and delivery of this Agreement.  Park Road has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation, and otherwise, to consummate the transactions herein contemplated.

The authorized capitalization of Park Road consists of common stock of which ________ shares are currently issued and outstanding, representing all the issued and outstanding shares of Park Road.  All of the currently issued and outstanding stock in the capital of Park Road are duly authorized, validly issued and outstanding, as fully paid and non-assessable and have not been issued in violation of any shareholder rights under applicable law, or of the certificate or articles of incorporation or by-laws or the terms of any agreement to which Park Road is a party or by which Park Road is bound. Park Road has no outstanding subscriptions, options, warrants, rights or other agreements granting to any person, firm or corporation any interest in or right to acquire from the Corporation at any time, or upon the happening of any stated event, any shares in the capital of the Corporation, or any interest therein

Park Road does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporations

Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will constitute a violation of, or be in conflict with, or result in a cancellation of, or constitute a default under, or create (or cause the acceleration of the maturity of) any debt, obligation or liability affecting, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any of the assets owned or used by, or any of the capital stock of, Park Road under:

No consent of, or notice to, any federal, state, or local authority, or any private person or entity, is required to be obtained or given by the Park Road Shareholder or Park Road in connection with the execution, delivery or performance of this Agreement or any other agreement or document to be executed, delivered or performed hereunder by the Park Road Shareholder or Park Road.

The Financial Statements (i) have been prepared in accordance with US GAAP and fairly present the financial condition, assets and liabilities (whether accrued, absolute, contingent or otherwise) of Park Road as of the respective dates thereof and the results of operations and changes in financial position of Park Road for the periods covered thereby; (ii) Park Road has no liabilities with respect to the payment of any federal, state, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable; and (iii) Park Road has filed all federal, state or local income and/or franchise tax returns required to be filed by it from inception to the date hereof and each of such income tax returns reflects the taxes due for the period covered thereby including fiscal 2015 and 2016. Park Road will have issued a K-1 to the Park Road shareholder up to and including the date the limited liability company reorganizes into a “C” corporation and the Park Road Shareholder shall be responsible (and indemnify Eight Dragons) for all outstanding taxes due from Park Road as a consequence of being a limited liability company.

Since the date of the Financial Statements, there has not been any Material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities, results of operation or business prospects of Park Road.

Park Road will not at Closing have any liabilities or obligations (direct or indirect, contingent or absolute, matured or unmatured) of any nature whatsoever, whether arising out of contract, tort, statute or otherwise, other than the liabilities and obligations.

Park Road has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the Financial Statements (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent, (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties.  Park Road owns, free and clear of any liens, claims, encumbrances or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all intellectual property, procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Park Road's business.  No third party has any right to, and Park Road 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, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would Materially affect the business, operations, financial condition, income, or business prospects of Park Road or any material portion of its properties, assets, or rights.

Park Road is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, human rights and occupational health and safety. There are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of the Park Road Shareholder, threatened against, or involving, Park Road or against its property or business. There is no basis known to the Park Road Shareholder for any such action which could have a material adverse effect upon the properties, assets, liabilities, financial condition, results of operations or business prospects of Park Road or its right to conduct its business as presently conducted. There are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against Park Road.

Park Road is not a party to or is otherwise bound by any contract, agreement or collective bargaining agreement with any labor union or organization.

Park Road does not have, and never has had, any pension, retirement, savings, disability, medical, dental, health, life (including any individual life insurance policy to which Park Road makes premium payments, whether or not Park Road is the owner, beneficiary or both of such policy), death benefit, group insurance, profit sharing, deferred compensation, stock option, bonus, incentive, vacation pay, severance pay, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment.

Park Road possesses or has applied for all material governmental and other permits, licenses, consents, certificates, orders, authorizations and approvals (the "Approvals") to own or hold under lease and operate its property and assets and to carry on its business as now conducted. Neither the Park Road Shareholder nor Park Road has received any notice of proceedings relating to the revocation or modification of any such Approvals which, singly or in the aggregate, if the subject of an unfavourable ruling or finding, could materially adversely affect the properties, assets, financial condition, results of operation or business prospects of Park Road.

Park Road is not indebted to and has no liabilities or obligations for any amounts or obligations owing to or in favor of the Park Road Shareholder or any of their Affiliates.

All of the minute books and stock record books of Park Road have been made available to Eight Dragons and its agents for inspection, are accurate and correct in all material respects, and contain all of the corporate minutes and stock records of Park Road from inception to the date hereof. Such minutes and records for the period from this date to the Closing Date will be made available to Eight Dragons on or before Closing. All accounts, books, ledgers, financial and other records of whatsoever kind of Park Road have been fully, properly and accurately maintained in all material respects and all transactions of Park Road that are reflected therein are truly and accurately reflected in all material respects.

To the best knowledge of the Park Road Shareholder and Park Road:

Except as expressly set forth in this Agreement and the Schedules or in the Financial Statements, Park Road has no knowledge of any facts which will or may reasonably be expected to have any Material adverse effect on the value of the business or goodwill of Park Road, or upon its prospects or earning power.

No representation or warranty of Park Road made hereunder or in the Schedules or in any certificate, statement or other document delivered by or on behalf of Park Road contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. Copies of all documents referred to herein or in the Schedules have been delivered or made available to Eight Dragons, are true, correct and complete copies thereof, and include all amendments, supplements or modifications thereto or waivers thereunder.

The Park Road Shareholder severally and not jointly nor jointly and severally, represent and warrant to Eight Dragons as follows:

The Park Road Shareholder has full power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by the Park Road Shareholder pursuant hereto, and to consummate the transactions contemplated hereby and thereby. This Agreement and all other agreements and documents to be executed and delivered by the Park Road Shareholder pursuant hereto, constitute the valid and binding agreements of the Park Road Shareholder, enforceable in accordance with their respective terms.

Neither the execution and delivery of this Agreement by the Park Road Shareholder, nor of any other agreement or document to be executed and delivered by the Park Road Shareholder pursuant hereto, nor the consummation by the Park Road Shareholder of the transactions contemplated hereby or thereby will constitute a violation of, or be in conflict with, or result in a cancellation of or constitute a default under, or create (or cause the acceleration of the maturity of) any debt, obligation or liability affecting the Park Road Shares owned by the Park Road Shareholder pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon the Park Road Shares owned by the Park Road Shareholder under:

The Park Road Shareholder is the lawful owner of record and beneficially of the number of Park Road Shares set forth opposite its or his name in Schedule 2.1(b) hereto, free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or other third party interests of any nature whatsoever, including, without limitation, subscriptions, options, warrants, rights or other agreements granting to any person, firm or corporation any interest in or right to acquire from any Park Road Shareholder at any time, or upon the happening of any stated event, any shares (or interests therein) of the Park Road Shares owned by any Park Road Shareholder.

The Park Road Shareholder hereby acknowledges and agrees with Eight Dragons that:

Eight Dragons and the Acquiror each jointly represent and warrant to Park Road and the Shareholder as follows:

Each of Eight Dragons and the Acquiror have all requisite power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by Eight Dragons and the Acquiror pursuant hereto and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and all other agreements and documents to be executed and delivered by Eight Dragons and the Acquiror pursuant hereto, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Eight Dragons' and the Acquiror's part and this Agreement and all other agreements and documents to be executed and delivered by each of Eight Dragons and the Acquiror pursuant hereto constitute the valid and binding agreements of Eight Dragons and the Acquiror enforceable against each of Eight Dragons and the Acquiror in accordance with their respective terms (subject, as to the enforcement of remedies, to general principles of equity and to bankruptcy, insolvency and similar laws affecting creditors' rights generally). Other than the acceptance of the Exchange, no consent of, or notice to, any federal, state or local authority, or any other person or entity is required to be obtained or made by Eight Dragons in connection with the execution, delivery and performance of this Agreement and the other agreements and documents to be executed, delivered and performed by Eight Dragons pursuant hereto.

Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will constitute a violation of, or be in conflict with, or result in a cancellation of, or constitute a default under, or create (or cause the acceleration of the maturity of) any debt, obligation or liability affecting, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any of the assets owned or used by, or any of the capital stock of, Eight Dragons or the Acquiror under:

Eight Dragons is a "reporting issuer" under Securities Exchange Act of 1934, as amended and is currently designated a “shell” corporation. The Eight Dragons Shares are listed for trading on the Exchange.

All information and statements filed by or on behalf of Eight Dragons with applicable securities regulatory authorities were true, correct and complete in all material respects and did not contain any misrepresentation as of the date of such information or statements, and Eight Dragons has not filed any confidential material change reports still maintained on a confidential basis under applicable securities laws.

Park Road covenants and agrees with Eight Dragons that from the date hereof until the Closing or other termination of this Agreement, without the prior written consent of Eight Dragons:

Except as otherwise expressly permitted by the terms hereof or as otherwise agreed to in writing by Eight Dragons:

Park Road will make available to Eight Dragons and its authorized agents and accountants for inspection, at reasonable times and under reasonable circumstances, assets, business and financial records, management reports, all tax returns and working papers of Park Road, files and memoranda of their public accountants and outside legal counsel and relevant materials relating its assets or business for the purpose of making such accounting review, legal and audit investigation or examination deemed desirable by Eight Dragons.

None of Park Road, the Park Road Shareholder or any employee, agent, attorney, officer or public accountant of any Park Road Shareholder or Eight Dragons shall issue any oral or written publicity regarding this transaction without prior consultation with and approval of Eight Dragons.

The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the condition that no suit, action or other proceeding or investigation shall to the knowledge of any party hereto be threatened or pending before or by any governmental agency or by any third party questioning the legality of this Agreement or the consummation of the transactions contemplated hereby in whole or in part.

The obligations of Eight Dragons and the Acquiror to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment at or prior to the closing (the "Closing") of each of the following conditions:

Park Road shall take all necessary steps to obtain resignations of existing directors and officers in order for these appointments to be effective on Closing.

The obligations of the Park Road Shareholder and Park Road to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment at or prior to the Closing of each of the following conditions:

This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing, as follows:

The representations and warranties contained in Article 4 and Article 5 shall survive the Closing Date for a period of 24 months.

Except as otherwise permitted or required hereunder, any of the terms or conditions of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof only by a written notice signed by the party or parties waiving such terms or conditions.

Except as otherwise permitted or required hereunder, this Agreement may be amended, supplemented or interpreted at any time only by written instrument duly executed by each of the Park Road Shareholder, Park Road and Eight Dragons.

The Park Road Shareholder and Eight Dragons shall each pay their or its own expenses, including, without limitation, the expenses of their or its own counsel, investment bankers and accountants, incurred in connection with the preparation, execution and delivery of this Agreement and the other agreements and documents referred to herein and the consummation of the transactions contemplated hereby and thereby.

This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto.

The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto.

All notices, requests, demands and other communications required or permitted to be given hereunder shall be by hand-delivery, e-mail, certified or registered mail, return receipt requested; telex, telecopier, or next day air courier to the parties set forth below. Such notices shall be deemed given: at the time personally delivered, if delivered by hand; three days after deposit in the Canadian mail, if sent by registered mail; upon delivery, with receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by courier.

If to Eight Dragons or the Acquiror:

95 Merrick Way, Third Floor, Coral Gables, FL 33143

Attention: Martin Schmieg, CFO

E-mail: ***@***

With a copy to:

Joseph I. Emas, Esq.

525 93^rd Street, Surfside, FL 33154

Email: ***@***

If to Park Road and the Park Road Shareholder:

3019 Oaktree Lane, Hollywood, FL 33021

Attention: Jordon Fishman

E-mail: ***@***

Any party hereto may change its notice address by proper notice to the other parties.

In the event that any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not be in any way impaired.

This Agreement may be executed (by original, fax or other electronic transmission) in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The headings of the Sections and the subsections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the State of Florida.

Each of the parties hereto agrees, upon the request of any of the other parties hereto, from time to time to execute and deliver to such other party or parties all such instruments and documents of further assurance or otherwise as shall be reasonable under the circumstances, and to do any and all such acts and things as may reasonably be required to carry out the obligations of such requested party hereunder.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto on the day and year first above written.