AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

(a)  

Cancellation of Certain SHFHC Common Stock.  Each share of SHFHC Common Stock (each, a “Share” and collectively, the “Shares”) that is owned by ADI, Merger Sub or SHFHC (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries (if any) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b)  

Conversion of SHFHC Common Stock.  Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled and retired in accordance with Section 2.1(a), will be converted into the right to receive the number of shares of ADI Common Stock (the “Merger Consideration”) equal to the Exchange Ratio.  The Exchange Ratio shall be 0 ###-###-####, which is 5,259,091(being the total number of shares of ADI Common Stock to be issued as the Merger Consideration) divided by 7,963,890 (being the number of Shares outstanding immediately prior to the Effective Time).

(c)  

Cancellation of Shares.  At the Effective Time, all Shares will no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.3, each holder of a certificate formerly representing any such Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2 hereof.

(d)  

Conversion of Merger Sub Capital Stock.  The 100 shares, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become 100 newly issued, fully paid and non-assessable shares of common stock of the Surviving Corporation.

(a)  

Prior to the Effective Time, ADI shall appoint an exchange agent reasonably acceptable to SHFHC (the “Exchange Agent”) to act as the agent for the purpose of delivering the Merger Consideration for Shares.  On and after the Effective Time, ADI shall deposit with the Exchange Agent, certificates of ADI Common Stock representing the aggregate Merger Consideration that is issuable in respect of all of the Shares represented by the Certificates.  The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the delivery to former SHFHC Stockholders of the Merger Consideration.  Promptly after the Effective Time, ADI shall cause the Exchange Agent to send to each record holder of Shares at the Effective Time ADI Common Stock representing the Merger Consideration payable to each such holder of Shares.

(b)  

Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of SHFHC Common Stock represented by a Certificate.  At the Effective Time pursuant to the provisions of this Article 2, each Certificate shall immediately be deemed to have been cancelled without further action by any party.

(c)  

No fractional shares of ADI Common Stock shall be issued.  If the aggregate number of shares of ADI Common Stock that a holder of SHFHC Common Stock is entitled to receive pursuant to Section 2.1 is a fractional share, the number of shares of ADI Common Stock such holder is entitled to receive will be rounded up to the next whole number.

(d)  

The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ADI Common Stock or SHFHC Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ADI Common Stock or SHFHC Common Stock occurring on or after the date hereof and prior to the Effective Time.

(e)  

All Merger Consideration issued upon the conversion of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented by a Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation.

(a)  

SHFHC is a corporation duly organized and validly existing under the laws of the State of Colorado and is in good standing;

(b)  

SHFHC has the subsidiaries set forth in Section 3.1(b) of the Disclosure Schedule;

(c)  

as of the date hereof:

(i)  

the authorized capital of SHFHC consists of 100,000,000 shares of SHFHC common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.  As of November 1, 2012, 7,963,890 shares of SHFHC common stock and no preferred shares in the capital of SHFHC were issued and outstanding; and

(ii)  

SHFHC has options, warrants, convertible notes and other derivatives outstanding, as set forth in Section 3.1(c) of the Disclosure Schedule.

(d)  

immediately prior to the Effective Time, SHFHC will have 7,963,890 common shares issued and outstanding.

(e)  

the SHFHC Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability, (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger;  and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the Company’s stockholders.

(f)  

SHFHC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by SHFHC and the consummation by SHFHC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of SHFHC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by written consent in lieu of a meeting by the holders of a majority of the then-outstanding shares of SHFHC Common Stock and the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by SHFHC and, assuming the due authorization, execution and delivery by ADI and Merger Sub, constitutes a legal, valid and binding obligation of SHFHC, enforceable against SHFHC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).  To the knowledge of SHFHC, no other state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement;

(g)  

neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which SHFHC is a party, or any Law, rules or regulations to which SHFHC or its properties is subject;

(h)  

there are no undisclosed actions, suits or proceedings, pending or, to the knowledge of SHFHC, threatened against SHFHC at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and SHFHC is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(i)  

management’s financial statements of SHFHC as at and for the nine months ended September 30, 2012, are true, correct and complete in all material respects and present fairly the financial condition of SHFHC as at the end of such period;

(j)  

SHFHC is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of SHFHC, no investigation or other proceedings involving SHFHC are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(k)  

SHFHC does not have any liability or obligation, whether accrued, absolute, contingent or otherwise in excess of $10,000, except as reflected on the balance sheet dated September 30, 2012.

(l)  

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of SHFHC, threatened against SHFHC before any court, regulatory or administrative agency or tribunal;

(m)  

SHFHC is not, and as at closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(n)  

SHFHC has good and marketable title to all of the material property or assets, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights are necessary for the conduct of the business of SHFHC as currently conducted or contemplated to be conducted, SHFHC knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights;

(o)  

any and all of the agreements and other documents and instruments pursuant to which SHFHC hold its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of SHFHC or its subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which SHFHC or its subsidiaries derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.

(p)  

SHFHC has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar Laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried.

(q)  

(o)           SHFHC owns or possesses sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights reasonably necessary to conduct its business.  To SHFHC’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any persons.

(a)  

Each of ADI and Merger Sub is a corporation duly organized and validly existing under the laws of the State of Colorado and:

(i)  

ADI is not in material default of its continuous disclosure obligations under any applicable securities laws;

(ii)  

Each of ADI and Merger Sub is in good standing; and

(iii)  

The common shares of ADI are quoted on the NASD Over the Counter Bulletin Board (the “OTCBB”);

(b)  

ADI has no subsidiaries other than Merger Sub.

(c)  

as of the date hereof:

(i)  

the authorized capital of ADI consists of 50,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock, no par value.  At the Closing Date, 650,000 shares of ADI common stock and no shares of ADI preferred stock were issued and outstanding.

(ii)  

ADI has no derivative securities issued and outstanding.

(iii)  

the authorized capital of Merger Sub consists of 100 shares of common stock and no shares of preferred stock.  As of the date of this Agreement, 100 shares of common stock in the capital of Merger Sub were issued and outstanding; and

(iv)  

Merger Sub has no options, warrants or other convertible securities issued or outstanding.

(d)  

the ADI common shares issuable pursuant to the Merger will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable common shares of ADI and will form part of a class of shares that is quoted on the OTCBB at the Effective Time.;

(e)  

the ADI Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the Share Issuance are fair to and in the best interests of ADI and its stockholders, and (ii) approved this Agreement, the Merger and the Share Issuance.  No approval of the ADI stockholders is required for the Share Issuance.

(f)  

Each of ADI and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by ADI and Merger Sub and the consummation by ADI and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of ADI or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by ADI and Merger Sub and, assuming due authorization, execution and delivery by SHFHC, constitutes a legal, valid and binding obligation of each of ADI and Merger Sub, enforceable against each of ADI and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity);

(g)  

neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which ADI is a party, or any Law, rules or regulations to which ADI or its properties is subject;

(h)  

all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been or will, prior to Closing, be made or obtained, as applicable;

(i)  

ADI has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits;

(j)  

there are no actions, suits or proceedings, pending or, to the knowledge of ADI, threatened against ADI, at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and ADI is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(k)  

the audited financial statements of ADI for the year ended December 31, 2011 have been prepared in accordance with generally accepted accounting principles (except as required to comply with SEC reporting obligations), are true, correct and complete in all material respects and present fairly the financial condition of ADI as at the end of such periods;

(l)  

ADI is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of ADI, no investigation or other proceedings involving ADI which may operate to prevent or restrict trading of any securities of ADI are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(m)  

ADI does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in its latest publicly-disclosed financial statements;

(n)  

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of ADI, threatened against ADI before any court, regulatory or administrative agency or tribunal;

(o)  

ADI has filed with the securities regulatory authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any schedules included therein, are referred to in this subsection as the “ADI Documents”).  The ADI Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation (as defined or interpreted by securities regulatory authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all securities regulatory authorities having jurisdiction over ADI, except where such non-compliance has not had and would not reasonably be expected to have a material adverse effect on ADI.  ADI has not filed any confidential material change or other report or other document with any securities regulatory authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential;

(p)  

ADI has filed all federal, state, or local income tax returns required to be filed by it from inception to the date hereof.  None of such federal income tax returns have been examined by the Internal Revenue Service. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

(q)  

ADI is not, and as at Closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(r)  

ADI has good and marketable title to all of the material property or assets thereof to the extent described in the ADI Documents, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the ADI Documents, and no other property rights are necessary for the conduct of the business of ADI as currently conducted or contemplated to be conducted, ADI knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, and except as disclosed in the ADI Documents;

(s)  

any and all of the agreements and other documents and instruments pursuant to which ADI holds its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and ADI is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which ADI derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.  The interests of, or rights of ADI to earn an interest in, any property are not subject to any right of first refusal, purchase, acquisition, back-in or other similar rights which are not disclosed in the ADI Documents;

(t)  

ADI has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is conducted;

(u)  

no regulatory authority having jurisdiction has issued any order preventing or suspending trading of any currently outstanding securities of ADI; and

(v)  

Merger Sub has not conducted any business prior to the date hereof and has, and at the Effective Time will have, no assets liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger.

(a)  

operate its business in the ordinary course;

(b)  

comply with all requirements which applicable Law may impose on it with respect to the Merger;

(c)  

promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained herein;

(d)  

use best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby;

(e)  

cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(f)  

incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice and with the prior written consent of the other party;

(g)  

not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible options or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it without the prior written consent of the other party;

(h)  

not amend its Articles of Incorporation or Bylaws;

(i)  

not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;

(j)  

not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;

(k)  

not incur or become liable upon any indebtedness in respect of the obligation of any other person;

(l)  

not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;

(m)  

not (i) satisfy or settle any claims or liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, hedges or other similar financial instruments;

(n)  

not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to stockholders;

(o)  

not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;

(p)  

not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any material tax election inconsistent with past practice; and

(q)  

cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein.

(a)  

this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders of SHFHC in accordance with the CBCA and SHFHC’s Articles of Incorporation;

(b)  

no provision of any applicable Law shall be in effect, and no judgment, injunction, order or decree shall have been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such Law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on SHFHC or a material adverse effect on ADI.

(c)  

the holders of Shares shall provide information to ADI that ADI determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

(a)  

the representations and warranties of SHFHC in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of closing of the Merger, and SHFHC shall so certify at Closing;

(b)  

SHFHC shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)  

the board of directors of SHFHC shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by SHFHC to permit the completion of the Merger;

(d)  

there shall have been no adverse material change in the business and affairs of SHFHC, or any event, occurrence or development which would materially and adversely affect the ability of SHFHC to complete the Merger;

 

(e)

Each person receiving ADI common stock as Merger Consideration shall be an accredited investor and/or provide other information to ADI that ADI determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

(a)  

the representation and warranties of ADI in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of closing of the Merger, and ADI shall so certify at Closing;

(b)  

ADI shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)  

the board of directors of ADI shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADI to permit the completion of the Merger;

(d)  

there shall have been no adverse material change in the business and affairs of ADI, or any event, occurrence, or development which could materially and adversely affect the ability of ADI to complete the Merger;

(a)  

by the mutual consent of SHFHC and ADI (without the need for any action on the part of their respective stockholders);

(b)  

by SHFHC if the SHFHC stockholders shall not have approved the Merger by the requisite vote prior to the Closing Date;

(c)  

upon notice by one party to the other:

(d)  

upon notice by SHFHC to ADI if any condition for the benefit of SHFHC set forth in Article 6 (including mutual conditions) has not been satisfied or waived by SHFHC; or

(e)  

upon notice by ADI to SHFHC if any condition for the benefit of ADI set forth in Article 6 (including mutual conditions) has not been satisfied or waived by ADI.

(a)  

The  headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.  Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S.  dollars.  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.  References to “this Agreement” shall include the disclosure letter (if any) delivered with this Agreement.

(b)  

The parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

If to ADI or Merger Sub, to:

 

Art Dimensions, Inc.

3636 S. Jason Street

Englewood, CO  80113

Email: ***@***

Attn:  Rebecca Gregarek, CEO

with a copy (which will not constitute notice to ADI or Merger Sub) to:

 

Hart & Trinen, L.L.P.

1624 Washington Street

Denver, CO 80203

Email: ***@***

William T. Hart, Esq.

 

If to SHFHC, to:

Gary Tedder, President

2 N. Cascade Avenue

Colorado Springs, CO  80903

Email:   ***@***

Attn:  Gary Tedder, President

 

with a copy (which will not constitute notice to SHFHC) to:

Burns, Figa & Will, P.C.

6400 S. Fiddlers Green Circle, #1000

Greenwood Village, Colorado 80111

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Theresa M. Mehringer, Esq.