Share Exchange Agreement dated November 30, 2020 by and between Sollensys Corp., Eagle Lake Laboratories, Inc., the Eagle Lake Shareholders and Donald Beavers as the representative of the Eagle Lake Shareholders

Eagle Lake Shareholders’ Eagle Lake Stock

“Accredited Investor” has the meaning set forth in Section 3.12(b).

“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Arbitrator” has the meaning set forth in Section 9.01(a).

“Articles” means the Articles of Incorporation of the Company as in effect from time to time.

“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Nevada are authorized or required by law or executive order to close.

“Cap” has the meaning set forth in Section 8.07(a).

“Closing Date” has the meaning set forth in Section 2.02.

“Closing” has the meaning set forth in Section 2.02.

“Code” has the meaning set forth in the recitals hereto.

“Company Common Stock” has the meaning set forth in the recitals hereto.

“Company Indemnified Party” has the meaning set forth in Section 8.01.

“Company Organizational Documents” has the meaning set forth in Section 4.01.

“Company” has the meaning set forth in the introductory paragraph hereto.

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

“Counsel” has the meaning set forth in Section 9.22.

“Direct Claim” has the meaning set forth in Section 8.03(c).

“Eagle Lake Indemnified Party” has the meaning set forth in Section 8.02.

 “Eagle Lake Organizational Documents” has the meaning set forth in Section 3.01.

“Eagle Lake Party” and “Eagle Lake Parties” have the meanings set forth in the introductory paragraph hereto.

“Eagle Lake Shareholders” has the meaning set forth in the introductory paragraph hereto.

 “Eagle Lake Stock” has the meaning set forth in Section 2.01(a).

“Eagle Lake” has the meaning set forth in the introductory paragraph hereto.

“Effective Date” has the meaning set forth in the introductory paragraph hereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Shares” has the meaning set forth in Section 2.01(b).

“Exchange” has the meaning set forth in Section 2.01(f).

“Form 8-K” has the meaning set forth in Section 9.09.

“Indemnified Party” has the meaning set forth Section 8.03.

“Indemnifying Party” has the meaning set forth Section 8.03.

“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

“Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

“Losses” and “Loss” has the meaning set forth in Section 8.01.

“Material Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary course of business.

“Order” means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order or consent of or by an Authority.

“Party” and “Parties” have the meanings set forth in the introductory paragraph hereto.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Regulation S” has the meaning set forth in Section 3.12(f).

 “Rule 144” has the meaning set forth in Section 3.12(f).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholders’ Representative” has the meaning set forth in the introductory paragraph hereto.

“Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

“Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

“Termination Date” means December 31, 2020, provided that the Parties may amend such Termination Date pursuant to Section 9.14(a).

“Third-Party Claim” has the meaning set forth in Section 8.03(a).

“Trading Day” has the meaning set forth in Section 2.01(e).

“Trading Market” has the meaning set forth in Section 2.01(d)(i).

the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

the terms “Dollars” and “$” mean United States Dollars;

references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement;

wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

references herein to any gender shall include each other gender;

references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.03(g) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

On the terms and subject to the conditions set forth in this Agreement, the Eagle Lake Shareholders, who hold an aggregate of 10,000,000 shares of Eagle Lake’s common stock, no stated par value per share, (the “Eagle Lake Stock”) representing 100% of Eagle Lake’s issued and outstanding capital stock, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Eagle Lake Stock held by them.

Subject to the provisions of Section 2.01(c), all of the shares of Eagle Lake Stock, collectively, shall be exchanged for a number of shares of Company Common Stock equal to (i) $1,000,000, divided by (ii) the Share Price (as defined below). All of the shares of Company Common Stock to be issued to the Eagle Lake Shareholders pursuant to this Section 2.01 are referred to as the “Exchange Shares” and shall be apportioned to the Eagle Lake Shareholders pro rata based on the number of shares of Eagle Lake Stock held by each Eagle Lake Shareholder as set forth on Exhibit A with any resulting fractional shares of Company Common Stock resulting to be rounded to the nearest whole share.

Notwithstanding the provisions of Section 2.01(b), in the event that the calculations as set forth in Section 2.01(b) would result in a total number of shares of Common Stock being issued to the Eagle Lake Shareholders in excess of one million (1,000,000) Exchange Shares, then the number of Exchange Shares to be issued to the Eagle Lake Shareholders (as a whole) in the Exchange shall one million (1,000,000) Exchange Shares, to be apportioned between the Eagle Lake Shareholders as set forth in Section 2.01(b).

For purposes herein, the term “Share Price” shall mean the closing price of the Common Stock as of the last Trading Day (as defined below) prior to the Closing Date, rounded to the nearest $0.01, determined by the first to apply of the following:

the closing price for the Common Stock on the OTC Markets or a United States national securities exchange which is the principal market on which the Common Stock is then traded (as applicable, the “Trading Market”) as reported by OTC Markets Group Inc. (formerly Pink Sheets LLC) or other reputable source;

if no closing price is reported for the Common Stock as set forth in Section 2.01(d)(i), the average of the highest closing bid price and the lowest closing ask price of any of the market makers for the Common Stock as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); and

if the Share Price cannot be calculated for such security on such date on bases as set forth in Section 2.01(d)(i) or Section 2.01(d)(ii), the Share Price shall be the fair market value of the Common Stock as mutually determined in good faith by the Board of Directors of the Company and the Shareholders’ Representative after taking into consideration factors they may each deem appropriate, and provided that if the Company and the Shareholders’ Representative cannot so agree then such dispute shall be settled in accordance with the provisions for resolutions of disputes as set forth in this Agreement.

For purposes herein, “Trading Day” means any day on which the Common Stock is traded on the Trading Market or is otherwise reported on “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting prices.

The exchange as set forth in this Section 2.01, subject to the other terms and conditions herein, is referred to collectively herein as the “Exchange.”

At the Closing the Eagle Lake Shareholders shall, on transfer of their respective shares of Eagle Lake Stock to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion of the total Exchange Shares.

Stock powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to the Company as required for the ownership of the Eagle Lake Stock to be transferred to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, with all necessary transfer Tax and other revenue stamps, acquired at each Eagle Lake Shareholder’s expense, affixed; and

A certificate of the Secretary of Eagle Lake and the Shareholders Representative on behalf of the Eagle Lake Shareholders, dated as of the Closing Date, and:

attaching and certifying (i) copies of the resolutions of the Board of Directors of Eagle Lake authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein; and (ii) the Eagle Lake Organizational Documents;

certifying that the conditions set forth in Section 5.02(b), Section 5.02(c), Section 5.02(d), Section 5.02(e) and Section 5.02(h) have been satisfied and that the statements therein are true and correct; and

attaching a certificate of status issued by the Florida Secretary of State for Eagle Lake, dated as of a date within 5 days of the Closing Date.

To the Shareholders’ Representative for further distribution to the Eagle Lake Shareholders, the Exchange Shares in accordance with Section 2.01, provided that the Parties acknowledge and agree that the Exchange Shares may be issued in book-entry format at the Company’s transfer agent, at the election of the Company; and

To Eagle Lake a certificate of the Secretary of the Company, dated as of the Closing Date, and:

attaching and certifying copies of (i) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein, and (ii) the Company Organizational Documents;

certifying that the conditions set forth in Section 5.03(b), Section 5.03(c), Section 5.03(d), Section 5.03(e) and Section 5.03(g) have been satisfied and that the statements therein are true and correct; and

attaching a certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.

The authorized capital stock of Eagle Lake consists of 10,000,000 shares of common stock, no stated par value per share, of which 10,000,000 shares are issued and outstanding. All of the issued and outstanding Eagle Lake Stock is held, collectively, by the Eagle Lake Shareholders.

Eagle Lake has no outstanding options, rights or commitments to issue shares of Eagle Lake Stock or any other equity security of Eagle Lake, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Eagle Lake Stock or any other equity security of Eagle Lake.

There is no voting trust, agreement or arrangement among any of the beneficial holders of Eagle Lake Stock affecting the nomination or election of directors or the exercise of the voting rights of Eagle Lake Stock.

The offer, issuance and sale of such shares of Eagle Lake Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of Eagle Lake Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.

There has not been any Material Adverse Change in the business, operations, properties, assets, or condition (financial or otherwise) of Eagle Lake;

Eagle Lake has not (i) amended the Eagle Lake Organizational Documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

Eagle Lake has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement

Investment Purpose. As of the Effective Date, such Eagle Lake Shareholder understands and agrees that the consummation of this Agreement including the delivery of the Exchange Shares to such Eagle Lake Shareholder in exchange for the Eagle Lake Stock held by such Eagle Lake Shareholder as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Exchange Shares being acquired by such Eagle Lake Shareholder are being acquired by such Eagle Lake Shareholder for such Eagle Lake Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

Investor Status. Such Eagle Lake Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Such Eagle Lake Shareholder has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that such Eagle Lake Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

Reliance on Exemptions. Such Eagle Lake Shareholder understands that the Exchange Shares are being offered and sold to such Eagle Lake Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and such Eagle Lake Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Eagle Lake Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of such Eagle Lake Shareholder to acquire the Exchange Shares.

Information. Such Eagle Lake Shareholder and his, her or its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Exchange Shares which have been requested by such Eagle Lake Shareholder or his advisors. Such Eagle Lake Shareholder and his, her or its advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Eagle Lake Shareholder understands that his, her or its investment in the Exchange Shares involves a significant degree of risk. Such Eagle Lake Shareholder is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

Governmental Review. Such Eagle Lake Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchange Shares.

Transfer or Resale. Such Eagle Lake Shareholder understands that the sale or re-sale of the Exchange Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Exchange Shares may not be transferred unless (a) the Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (b) such Eagle Lake Shareholder shall have delivered to the Company, at the cost of such Eagle Lake Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of such Eagle Lake Shareholder who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.12 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Eagle Lake Shareholder shall have delivered to the Company, at the cost of such Eagle Lake Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Exchange Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Exchange Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Legends. Such Eagle Lake Shareholder understands that the Exchange Shares, until such time as the Exchange Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exchange Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Exchange Shares.

Removal. The legend(s) referenced in Section 3.12(g) shall be removed and the Company shall issue a certificate without such legend to the holder of any Exchange Shares upon which it is stamped, if, unless otherwise required by applicable state securities Laws, (a) the Exchange Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Exchange Shares may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Such Eagle Lake Shareholder agrees to sell all Exchange Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

As of the Effective Date, the authorized capital stock of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share, and (ii) 25,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which no shares are designated, issued or outstanding.

Immediately prior to the Closing, the Company’s authorized capitalization will consist of (a) 300,000,000 shares of Company Common Stock, of which 99,183,962 shares will be issued and outstanding, and (b) 25,000,000 shares of Preferred Stock, none of which shall be designated, issued or outstanding.

The Company has no outstanding options, rights or commitments to issue shares of Company Common Stock or any other equity security of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Company Common Stock or any other equity security of the Company.

All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

there has not been any Material Adverse Change in the business, operations, properties, assets or condition of the Company;

the Company has not (i) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (ii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of the Company; (iii) made any material change in its method of management, operation, or accounting; or (iv) entered into any transactions or agreements other than in the ordinary course of business; and

to its knowledge, the Company has not become subject to any Law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.

No provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the consummation of the Closing.

There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

The Parties shall have received all necessary approvals from all required Authorities to consummate the transactions contemplated herein.

Eagle Lake shall have provided to the Company audited financial statements for Eagle Lake and related auditor reports thereon from a Public Company Accounting Oversight Board-registered auditor which consents to the inclusion of its statements in SEC public filings, for each of the two most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included in the SEC Reports following the Closing pursuant to applicable Law, and unaudited statements for any other required interim periods.

the Company shall have completed its due diligence investigation of Eagle Lake to the Company’s satisfaction in the Company’s sole discretion;

The representations and warranties made by Eagle Lake and the Eagle Lake Shareholders in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties in Section 3.05, Section 3.06 and Section 3.07 which shall each be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;

No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of Eagle Lake from the Effective Date to the Closing;

Each of the Eagle Lake Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such Eagle Lake Parties prior to or at the Closing;

Eagle Lake’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

The Company’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

at least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval; and

All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Eagle Lake after the Closing Date on the basis as presently operated shall have been obtained.

Eagle Lake and the Shareholders’ Representative shall have each completed their due diligence investigation of the Company to Eagle Lake’s and the Shareholders’ Representative’s satisfaction in respective their sole discretions;

The representations and warranties made by the Company in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties in Section 4.05 which shall each be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;

No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of the Company from the Effective Date to the Closing;

The Company shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company prior to or at the Closing;

The Company’s board of directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

At least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval; and

All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company after the Closing Date on the basis as presently operated shall have been obtained.

carry on its business in substantially the same manner as it has heretofore;

maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.

By the mutual written consent of the Company, Eagle Lake and the Shareholders’ Representative;

By the Company (i) if the conditions to the Closing as set forth in Section 5.01 and Section 5.02 have not been satisfied or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the Termination Date, provided, however, that the Company may not terminate this Agreement pursuant to this Section 7.01(b) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Eagle Lake Party contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.02 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Eagle Lake Parties, applicable, within five (5) Business Days after receipt by Eagle Lake of written notice thereof from the Company or is not reasonably capable of being cured prior to the Termination Date;

By Eagle Lake and the Shareholders’ Representative acting together (i) if the conditions to Closing as set forth in Section 5.01 and Section 5.03 have not been satisfied or waived by Eagle Lake and the Shareholders’ Representative, which waiver Eagle Lake and the Shareholders’ Representative may give or withhold in their sole discretion, by the Termination Date, provided, however, that Eagle Lake and the Shareholders’ Representative may not terminate this Agreement pursuant to this Section 7.01(c) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by any of the Eagle Lake Parties; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.03 not to be satisfied, and such violation, breach or inaccuracy has not been waived by Eagle Lake and the Shareholders’ Representative or cured by the Company, applicable, within five (5) Business Days after receipt by the Company of written notice thereof from Eagle Lake or is not reasonably capable of being cured prior to the Termination Date; or

By any Party, if a court of competent jurisdiction or other Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under this Agreement and such order or action shall have become final and nonappealable.

Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

The Eagle Lake Shareholders shall not be liable to the Company Indemnified Parties for indemnification under Section 8.01 until the aggregate amount of all Losses in respect of indemnification under Section 8.01 exceeds $10,000 (the “Basket”), in which event the Eagle Lake Shareholders shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the value of the Exchange Shares on the Closing Date as received by the Eagle Lake Shareholders as determined by reference to the Share Price (the “Cap”), and provided that, in the event that the indemnification obligations are those of less than all of the Eagle Lake Shareholders pursuant to the last sentence of Section 8.01, then the Basket and the Cap shall be applied to such indemnifying Eagle Lake Shareholder(s) pro rata based on the number of shares of Eagle Lake Stock held by such Eagle Lake Shareholder(s) as of the Closing Date, such that, by way of example and not limitation. if an Eagle Lake Shareholder is so obligated to indemnify the Company Indemnified Parties pursuant to such section and held 50% of the total shares of Eagle Lake Stock as of the Closing Date, the Basket would be $5,000 and the Cap would be 50% of the total value of the Exchange Shares on the Closing Date as received by the Eagle Lake Shareholders as determined by reference to the Share Price. Any such utilization or satisfaction of the Basket and the Cap by one or more of the Eagle Lake Shareholders as a result of the preceding sentence shall apply to any later determinations of the utilization or satisfaction of the Basket and the Cap.

The Company shall not be liable to the Eagle Lake Indemnified Parties for indemnification under Section 8.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02 exceeds the Basket, in which event the Company shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the Cap, which shall in such case be applied to all of the Eagle Lake Shareholders as a group.

The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.

The laws of the State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Nevada applicable to a contract negotiated, signed, and wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

The arbitration shall be held in Palm Bay, Florida in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 9.01(c).

The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the United States Federal courts and the State of Florida courts in each case located in Brevard County, Florida to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.03(a).

Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Company, Eagle Lake and the Shareholders’ Representative.

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.

Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

Each Eagle Lake Shareholder constitutes and appoints the Shareholders’ Representative as its representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:

to act on such Eagle Lake Shareholders’ behalf in the absolute discretion of Shareholders’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and

in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 9.15.

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Eagle Lake Shareholder or by operation of law, whether by the death or incapacity of any Eagle Lake Shareholder or by the occurrence of any other event. Each Eagle Lake Shareholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Shareholders’ Representative pursuant to this Section 9.15. Each Eagle Lake Shareholder agrees that Shareholders’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Shareholders’ Representative in good faith, even if taken or omitted negligently, and each Eagle Lake Shareholder shall indemnify and hold harmless Shareholders’ Representative from, and shall pay to Shareholders’ Representative the amount of, or reimburse Shareholders’ Representative for, any Loss that Shareholders’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Shareholders’ Representative in his capacity as such.

The Company shall be entitled to rely upon any document or other paper delivered by Shareholders’ Representative as being authorized by Eagle Lake Shareholders, and the Company shall not be liable to any Eagle Lake Shareholder for any action taken or omitted to be taken by the Company based on such reliance.