Viabuilt Ventures Inc. - FORM 8-K - EX-1.1 - SECURITY EXCHANGE AND REORGANIZATION AGREEMENT

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EXHIBIT 1.1

PLAN OF REORGANIZATION AND

AGREEMENT OF SECURITIES EXCHANGE

between

MADISON VENTURES INC.

and

FIRETAINMENT INC.

Dated as of April 23, 2018

THIS PLAN OF REORGANIZATION AND AGREEMENT OF SECURITIES EXCHANGE (this “Agreement”) is made and entered into as of the 23rd day of April 2018, by and between Madison Ventures Inc., a Nevada corporation (the “Purchaser” or “MVI”) and Firetainment Inc. a Florida corporation (the “Company” or “FTI”); www.firetainment.com.

RECITALS

A. Purchaser is a company whose common stock is quoted and traded in the United States on the Pink Sheets under the trading symbol MAVT.

B. The Company has an aggregate of 12,500 ordinary shares issued and outstanding (“FTI Common Stock”), with no outstanding options or warrants to purchase any further number of shares of FTI Common Stock.

C. The Board of Directors of the Company and the Board of Directors of the Purchaser have approved the terms of this Agreement, which include the offer by the Purchaser of 200,000,000 shares of its restricted common stock (the “Exchange Shares”), or such number of shares equivalent to this amount if following an event of restructuring, share consolidation or otherwise, such shares to be issued to the sole shareholder of the Company, or it’s designated individual or corporate assignees in exchange for their shares of Company Capital Stock (the “Share Exchange”).

D. Given the Offer has now been accepted by the shareholder(s) of the Company holding the entirety of the Company’s issued and outstanding shares of Company Capital Stock, then subject to the other conditions to Closing set forth in this Agreement, the Securities Exchange will be consummated.

E. Following the Securities Exchange, the Company will be a subsidiary of the Purchaser.

F. For U.S. Federal income tax purposes, the exchange of shares hereunder may be a tax-free exchange or reorganization, or a taxable exchange of shares, depending on a number of factors.

G. It is the intention of the parties that the Securities Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements and the benefits to be realized by each of the parties, the following transactions are hereby agreed to, subject to the conditions hereinafter stated:

ARTICLE 1 - THE OFFER

Section 1.1 Offer.

(a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof the Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof.

(b) The Offer was formally presented by the Company on behalf of the Purchaser to the Company’s shareholders at a minimum of 20 days prior to the execution and closing date of this Agreement.

(c) The Offer has been made to the Company based on a $2,000,000 USD transaction value in shares at a deemed price of $.01/share, calculated for conversion and exchange as 200,000,000 shares of MVI Common Stock (as defined in Section 4.2) in exchange for 12,500 shares of Company Capital Stock.

(d) The Offer has now been deemed accepted by the Company’s shareholder as of the date of signing and at closing the Company’s shareholder will execute transfer documents transferring the shares of the Company to the Purchaser in exchange for the MVI Common Stock.

(e) Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth hereto, the Purchaser shall pay for the shares of Company Capital Stock by issuance of MVI Common Stock at closing.

Section 1.2 Company Actions.

(a) The Company has adopted resolutions approving and consenting to the Offer and represents and warrants that the Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) resolved that the terms of the Offer and the Securities Exchange are in the best interests of the of the Company, (ii) approved this Agreement and approved the transactions contemplated hereby, including the Offer and the Securities Exchange and (iii) resolved to recommend that the Company accept the Offer and tender the shares of Company Capital Stock to the Purchaser thereunder.

(b) Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer, and, if this Agreement is terminated in accordance with Section 7.1 or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives.

ARTICLE II - THE SECURITIES EXCHANGE

Section 2.1 The Securities Exchange.

(a) Upon the terms and subject to the conditions hereof, at the Closing of this Agreement, the sole shareholder of the Company who has accepted the Offer will be deemed to have transferred to the Purchaser his shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to said shareholder of the Company, or said shareholder’s designated individual or corporate assignees as shall be provided by said shareholder, the number of fully-paid and nonassessable shares of MVI Common Stock necessary to permit the Share Exchange to be effected as per Section 1.1 (c).

(b) Subject to compliance with Section 2.4(b), the Purchaser shall issue and deliver certificate(s), and or evidence of such issuance of certificate(s) to the Company shareholder and/or each of it’s designated individual or corporate assignees which then may be held in BOOK form on the records of the Purchaser’s independent third-party Share Transfer Agent should the shareholder desire, such number of shares individually or collectively representing the total number of shares of MVI Common Stock for which shares of the Company Capital Stock are exchanged pursuant to the Offer.

(c) The Purchaser represents and warrants that it is not required under Nevada law to submit this Agreement or the transactions contemplated thereby to its shareholders for approval.

(d) The Exchange Shares have not been and will not be registered under the Securities Act or the securities laws of any state or states in reliance upon exemptions from the Securities Act’s registration requirements and state law registration requirements as set forth below:

(i) Exchange Shares issuable to U.S. Persons. Exchange Shares issuable to holders of Company Capital Stock, respectively, who are resident in the U.S. or otherwise defined as “U.S. Persons” in Regulation S under the Securities Act shall be issued in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act and under analogous state securities laws, on the grounds that the Securities Exchange does not involve any public offering. The Exchange Shares issuable to U.S. Persons will be “restricted securities” as that term is defined in Rule 144(a) of the General Rules and Regulations under the Securities Act and must be held indefinitely, unless they are subsequently registered under the Securities Act or an exemption from the Securities Act’s registration requirements is available for their resale. The prior written consent of the Company will be necessary for any transfer of any or all of the Exchange Shares, unless the shares have been duly registered under the Securities Act or the transfer is made in accordance with Rule 144 or other available exemption under the Securities Act. All certificates evidencing the Exchange Shares issued to U.S. Persons shall, unless and until removed in accordance with law, bear a restrictive legend substantially in the following form:

“The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and are “restricted securities” as that term is defined in Rule 144 under the Act. These securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act.”

(ii) Exchange Shares Issuable to Non-U.S. Persons. Exchange Shares issuable to holders of Company Capital Stock, who are not resident in the United States of America or otherwise “U.S. Persons” shall be issued in reliance upon the exemption from registration provided by Regulation S under the Securities Act, on the grounds that the issuance and delivery of the Exchange Shares, as applicable, to such persons does not involve the sale of a security within the meaning of Section 5 of the Securities Act. The Exchange Shares issuable to non-U.S. Persons will be “restricted securities” as defined in Rule 902 of Regulation S and may not be resold in the United States of America or to any U.S. Person during the six-month “distribution compliance period” following the Closing. Any resales of Exchange Shares in the United States of America or to a U.S. Person following expiration of such period must be made pursuant to registration under the Securities Act or pursuant to an available exemption from the Securities Act’s registration requirements. Any hedging transactions involving Exchange Shares must be conducted in compliance with the Securities Act. All certificates evidencing the Exchange Shares issued to non-U.S. Persons shall, unless and until removed after expiration of the distribution compliance period, bear a restrictive legend substantially in the following form:

“The securities evidenced by this certificate and any underlying common shares have not been registered under the U.S. Securities Act of 1933 (“Act”) but have been offered and sold in reliance upon Regulation S under the Act. Transfer of these securities is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an exemption from registration under the Act. Any hedging transactions involving these securities may not be conducted unless in compliance with the Act.”

Section 2.2 Closing.

The closing of the Securities Exchange (the “Closing”) will take place as at date of the delivery and completion of the audited statements as provided by the Company to the Purchaser, unless another time or date, or both, are agreed to in writing by the parties hereto.

Section 2.3 Effectiveness.

The Securities Exchange shall be effective upon the Closing.

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser that all of the statements contained in this Article III are true and correct as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and correct as of the Closing Date as though made on the Closing Date.

Section 3.1 Organization, Qualification, Etc.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined in Section 8.11) on the Company. The Company has delivered or made available to the Purchaser copies of the incorporation documents of the Company. Such incorporation documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents.

(b) Each of/any of the Company’s Subsidiaries that may exist is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company’s Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company or its Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”). All the outstanding shares of capital stock of, or other ownership interests in, the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly, except as set forth in the Company Disclosure Schedule.

Section 3.2 Capital Stock.

(a) As of the date hereof, the issued capital stock of the Company consists of 12,500 shares of FTI Common Stock.

(b) Except as may otherwise be disclosed herein, all the outstanding shares of the FTI Common Stock are duly authorized, validly issued, fully paid and non-assessable. Except as set forth in paragraph (a) above in Section 3.2(a), and except for the transactions contemplated by this Agreement, (1) there are no shares of capital stock of the Company authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any Subsidiary or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary (other than a Subsidiary that is wholly owned, directly or indirectly, by the entity obligated to provide such funds) or other entity. No Subsidiary of the Company owns any shares of Company Capital Stock.

Section 3.3 Corporate Authority Relative to this Agreement; No Violation.

(a) The Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for submitting the Offer to the Company’s shareholders, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the Purchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

(b) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the charter documents of the Company or any of its Subsidiaries, (ii) require any filing by the Company or any of its Subsidiaries with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a “Governmental Entity”), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the “Company Agreements”), or (iii) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) such filings, permits, authorizations, consents, approvals, violations, breaches or defaults that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company.

Section 3.4 Reports and Financial Information.

The Company has previously furnished or otherwise made available to the Purchaser any/all pertinent financial information of the Company as of the date herein, including the Company’s unaudited balance sheet and the unaudited statement of operations and cash flows as at March 31, 2018 (“Balance Sheet Date”). Such financial statements (a) are in accordance with the books and records of the Company, (b) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified and (c) have been prepared in accordance with US GAAP applied on a basis consistent with prior accounting periods.

Since the Company Balance Sheet Date, the Company has not (a) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Merger and related transactions and current liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since the Company Balance Sheet Date, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right, of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Company, (g) entered into any transaction other than in the usual and ordinary course of business, (h) encountered any labor union difficulties, (i) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (j) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or granted any options (including employee stock options), warrants or other rights with respect thereto, (k) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered or experienced any change in, or condition affecting, the Condition of the Company other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) has been materially adverse, (m) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (n) made or permitted any amendment or termination of any material contract, agreement or license to which it is a party, (o) suffered any material loss not reflected in the Balance Sheet or its statement of income for the period ended on the Company Balance Sheet Date, (p) paid, or made any accrual or arrangement for payment of, bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, director, employee, stockholder or consultant, (q) made or agreed to make any charitable contributions or incurred any non-business expenses in excess of $50,000 in the aggregate, or (r) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Section 3.5 No Undisclosed Liabilities.

The Company does not have any liabilities or obligations of any nature required to be set forth in a consolidated balance sheet of the Company whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances that could be expected to result in such a liability or obligation, except liabilities or obligations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect on the Company.

Section 3.6 No Violation of Law.

The businesses of the Company is not being conducted in violation of any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation of any Governmental Entity.

Section 3.7 Litigation.

There are no claims, actions, suits, proceedings, arbitrations or investigations pending (or, to the knowledge of the Company, threatened) against or affecting the Company or its Subsidiaries or any of their respective properties or assets at law or in equity, by or before any Governmental Entity that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Section 3.8 Intellectual Property.

(a) Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries own or have, and after the Closing Date will have, valid rights to use all items of Intellectual Property utilized in the conduct of the business of the Company and its Subsidiaries as presently conducted or contemplated to be conducted, free and clear of all Liens.

(b) Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) neither the Company nor any Subsidiary of the Company is in default (or with the giving of notice or lapse of time or both, would be in default) under any license or other grant to use any of the Intellectual Property, (ii) to the knowledge of the Company, such Intellectual Property is not being infringed or violated by any third party, (iii) neither the Company nor any Subsidiary is infringing or violating any Intellectual Property of any third party, and (iv) in the last three years neither the Company nor any Subsidiary has received any written claim or notice of infringement or violation concerning any Intellectual Property from any third party.

(c) Except as would not individually or in the aggregate have a Material Adverse Effect on the Company, the Company or a Subsidiary is listed in the records of the appropriate United States, state or foreign registry as the sole current owner of record for each Trademark, Domain Name, Patent, and Copyright application and registration owned by the Company or its Subsidiaries.

(d) Except as would not individually or in the aggregate have a Material Adverse Effect on the Company, the Intellectual Property owned by the Company or any Subsidiary and, to the knowledge of the Company, any Intellectual Property used by the Company or any Subsidiary, is subsisting, in full force and effect, and has not been cancelled, expired, or abandoned, and, to the knowledge of the Company is valid and enforceable.

(e) Except as would not individually or in the aggregate have a Material Adverse Effect on the Company, no current or former director, officer, or employee of the Company or any Subsidiary (or any of their respective predecessors in interest) will, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by the Company or any Subsidiary.

(f) As used in this Agreement, “Intellectual Property” means all of the following: (i) U.S. and foreign trademarks, service marks, trade dress, logos, trade names, brand names, corporate names, assumed names, business names and general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing (collectively, the “Trademarks”), (ii) Internet domain names (“Domain Names”), (iii) U.S. and foreign patents, industrial designs, invention disclosures, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like statutory rights related to the foregoing (collectively, the “Patents”), (iv) U.S. and foreign copyrights, and all registrations and applications to register the foregoing (collectively, the “Copyrights”), (v) all categories of trade secrets as defined in the Uniform Trade Secrets Act and under corresponding foreign statutory and common law, including, but not limited to, business, technical and know-how information (collectively, the “Trade Secrets”) (vi) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source or object code form, user interfaces, databases and compilations, including any and all data and collections of data, and all manuals and other specifications and documentation and all know-how relating thereto (collectively, “Computer Software”), (vii) rights of publicity and privacy relating to the use of names, likenesses, voices, signatures and biographical information of real persons, and (ix) all licenses and agreements pursuant to which the Company or Purchaser, as the case may be, or any Subsidiary has acquired rights in or to any Trademarks, Domain Names, Patents, Trade Secrets, technology, know-how, Computer Software, rights of publicity or Copyrights, or agreements pursuant to which the Company or Purchaser, as the case may be, has licensed or transferred the right to use any of the foregoing.

3.9 Contracts. The Company has made available to Purchaser true and complete copies of all agreements and other documents and a description of all applicable oral agreements. The Company has in all material respects performed all obligations required to be performed by it to date and is not in default in any material respect under any of the contracts, agreements, leases, documents, commitments or other arrangements to which it is a party or by which it or any of its property is otherwise bound or affected.

3.10 Employees. The Company has complied in all material respects with all laws relating to the employment of labor, and the Company has no labor union. Other than pursuant to ordinary arrangements of employment compensation, the Company is not under any obligation or liability to any officer, director or employee of the Company.

3.11 Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company has withheld or collected from each payment made to each of its employees the amount of all taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.

3.12 Insurance Coverage. There is in full force and effect one or more policies of insurance issued by insurers of recognized responsibility, insuring the Company and its properties, products and business against such losses and risks, and in such amounts, as are customary for corporations of established reputation engaged in the same or similar business and similarly situated.

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company that all of the statements contained in this Article IV are true and correct as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and correct as of the Closing Date as though made on the Closing Date, except as set forth on the schedule delivered by the Purchaser to the Company prior to the execution and delivery of this Agreement (the “Purchaser Disclosure Schedule”); provided that no such exceptions shall be made in respect of Section 4.2.

Section 4.1 Organization, Qualification, Etc.

The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. The Purchaser is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Purchaser or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Purchaser from performing its obligations hereunder.

Section 4.2 Capital Stock.

(a) The authorized capital stock of the Purchaser consists of 300,000,000 shares of common stock (“MVI Common Stock”), par value $.001 per share. As of the date hereof 29,400,000 (on a fully-diluted basis) shares of MVI Common Stock were issued and outstanding.

(b) All the outstanding shares of MVI Common Stock are duly authorized, validly issued, fully paid and non-assessable. Except as set forth in paragraph (a) above, and except for the transactions contemplated by this Agreement, (1) there are no shares of capital stock of the Purchaser authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Purchaser or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Purchaser or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Purchaser or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (3) there are no outstanding contractual obligations of the Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Purchaser or any Subsidiary or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary (other than a Subsidiary that is wholly owned, directly or indirectly, by the entity obligated to provide such funds) or other entity. No Subsidiary of the Purchaser owns any shares of MVI Common Stock.

Section 4.3 Corporate Authority Relative to this Agreement; No Violation.

(a) The Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Purchaser. No corporate proceedings on the part of the Purchaser (including its shareholders) are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.

(b) Except for the filings as may be required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), none of the execution, delivery or performance of this Agreement by the Purchaser, the consummation by the Purchaser of the transactions contemplated hereby or compliance by the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of the Purchaser or the certificate of incorporation, by-laws or similar organizational documents of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to the Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound (the “ Purchaser Agreements”), or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation applicable to the Purchaser, any of its Subsidiaries or any of their respective properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Purchaser.

Section 4.4 Reports and Financial Statements.

(a) The MVI Common Stock has been registered under Section 12(g) of the Exchange Act and the Purchaser is subject to the periodic reporting requirements of Section 13 of the Exchange Act. The Purchaser has previously furnished or otherwise made available to the Company true and complete copies of relevant past and current SEC filings.

(b) As of their respective dates, such reports filed by the Purchaser prior to the date hereof (collectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the date hereof, “Purchaser SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder in effect as of the date of filing, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Purchaser SEC Report was amended or was superseded by a later filed Purchaser SEC Report, none of the Purchaser SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements included in the Purchaser SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Except as reflected in the Purchaser Disclosure Schedules, the Purchaser has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Purchaser represents and warrants to the Company that, as of the respective dates thereof, all reports of the type referred to in this Section 4.4 that the Purchaser files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and the unaudited interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of the Purchaser as of the dates thereof and the results of operations and cash flows or other information included therein for the periods then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

(c) The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Purchaser is made known on a timely basis to the individuals responsible for the preparation of the Purchaser’s filings with the SEC and other public disclosure documents.

(d) The Chief Executive Officer and the Chief Financial Officer of the Purchaser have signed, and the Purchaser has furnished to the SEC, all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Purchaser nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Section 4.5 No Undisclosed Liabilities.

Except as set forth on the most recent financial statements included in the Purchaser SEC Reports, neither the Purchaser nor any of its Subsidiaries has any liabilities or obligations of any nature required to be set forth in a consolidated balance sheet of the Purchaser and its consolidated Subsidiaries under GAAP whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances that could be expected to result in such a liability or obligation, except liabilities or obligations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect on the Purchaser.

Section 4.6 No Violation of Law.

The businesses of the Purchaser and its Subsidiaries are not being conducted in violation of any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation of any Governmental Entity (provided that no representation or warranty is made in this Section 4.6 with respect to Environmental Laws), including without limitation the Securities Act, the Securities Exchange Act of 1934, the applicable rules and regulations of the SEC and the applicable securities laws and rules and regulations of any state, except (a) as described in the Purchaser Disclosure Schedule, and (b) for violations or possible violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Purchaser.

Section 4.7 Litigation.

There are no claims, actions, suits, proceedings, arbitrations or investigations pending (or, to the knowledge of the Purchaser, threatened) against or affecting the Purchaser or its Subsidiaries or any of their respective properties or assets at law or in equity, by or before any Governmental Entity that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Purchaser.

Section 4.8 Intellectual Property.

(a) Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Purchaser, the Purchaser and its Subsidiaries own or have, and after the Closing Date will have, valid rights to use all items of Intellectual Property utilized in the conduct of the business of the Purchaser and its Subsidiaries as presently conducted or contemplated to be conducted free and clear of all Liens.

(b) Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Purchaser, (i) neither the Purchaser nor any Subsidiary of the Purchaser is in default (or with the giving of notice or lapse of time or both, would be in default) under any license or other grant to use any of the Intellectual Property, (ii) to the knowledge of the Purchaser, such Intellectual Property is not being infringed or violated by any third party, (iii) neither the Purchaser nor any Subsidiary is infringing or violating any Intellectual Property of any third party, and (iv) in the last three years neither the Purchaser nor any Subsidiary has received any written claim or notice of infringement or violation concerning any Intellectual Property from any third party.

(c) Except as would not individually or in the aggregate have a Material Adverse Effect on the Purchaser, the Purchaser or a Subsidiary is listed in the records of the appropriate United States, state or foreign registry as the sole current owner of record for each Trademark, Domain Name, Patent, and Copyright application and registration owned by the Purchaser or its Subsidiaries.

(d) Except as would not individually or in the aggregate have a Material Adverse Effect on the Purchaser, the Intellectual Property owned by the Purchaser or any Subsidiary and, to the knowledge of the Purchaser, any Intellectual Property used by the Purchaser or any Subsidiary, is subsisting, in full force and effect, and has not been cancelled, expired, or abandoned, and, to the knowledge of the Purchaser is valid and enforceable.

(e) Except as would not individually or in the aggregate have a Material Adverse Effect on the Purchaser, no current or former director, officer, or employee of the Purchaser or any Subsidiary (or any of their respective predecessors in interest) will, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by the Purchaser or any Subsidiary.

Section 4.9 Registration Rights.

No stockholder of the Purchaser has any right to request or require the Purchaser to register the sale of any shares owned by such stockholder under the Securities Act on any registration statement.

ARTICLE V - COVENANTS AND AGREEMENTS

Section 5.1 Conduct of Business Prior to the Closing Date.

(a) The Company agrees that, from and after the date hereof and prior to the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Termination Date”), and except as may be otherwise agreed in writing by Purchaser, as may be expressly permitted pursuant to this Agreement:

(i) the business of the Company and each of its Subsidiaries shall be conducted only in the usual, regular and ordinary course and substantially in the same manner as heretofore conducted, and each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organization intact, keep available the services of its current officers and employees and maintain its existing relations with franchisees, customers, suppliers, creditors, business partners and others having business dealings with it, to the end that the goodwill and ongoing business of each of them shall be unimpaired at the Closing Date;

(ii) neither the Company nor any Subsidiary of the Company shall: (A) amend its articles of organization or similar organizational documents, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock, other than shares of FTI Common Stock reserved for issuance on the date hereof pursuant to the exercise of FTI Options or FTI Warrants outstanding on the date hereof, (C) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock (other than a cash dividend paid by a Subsidiary of the Company to the Company or another wholly-owned subsidiary of the Company), (D) split, combine or reclassify any shares of any class or series of its stock; or (E) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares.

(iii) neither the Company nor any Subsidiary of the Company shall modify, amend or terminate any material Company Agreement or waive, release or assign any material rights or claims;

(iv) neither the Company nor any Subsidiary of the Company shall: (A) incur or assume any long-term or short-term indebtedness; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (C) make any loans, advances or capital contributions to, or investments in, any other Person (other than to, from, or in wholly owned Subsidiaries of the Company); (D) enter into any material commitment or transaction (including, but not limited to, any capital expenditure or purchase, sale or lease of assets or real estate), except in the ordinary course of business; or (E) incur or modify the terms of any indebtedness or other liability (other than trade payables);

(v) neither the Company nor any Subsidiary of the Company shall transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any assets other than in the ordinary and usual course of business and consistent with past practice;

(vi) except as otherwise specifically provided in this Agreement, (A) make any change in the compensation payable or to become payable (1) to (x) any of its officers or directors, or (y) employees, agents or consultants or to Persons providing management services, in each case earning in excess of $50,000 per annum, except as expressly required by any agreement now in effect; or (2) other than in the ordinary course of business, to any such employees, agents or consultants or to Persons providing management services, in each case earning $50,000 or less per annum; or (B) enter into or amend any employment, severance, consulting, termination or other agreement or employee benefit plan or make any loans to any of its officers, directors, employees, Affiliates, agents or consultants or make any change in its existing borrowing or lending arrangements or programs for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise;

(vii) except as otherwise specifically contemplated by this Agreement, pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of the Company of any amount relating to unused vacation days, except payments and accruals made in the ordinary course of business consistent with past practice, adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present other than in accordance with employee benefit plans, agreements, or arrangements as in effect on the date hereof, except payments made in the ordinary course of business consistent with past practice, or amend in any respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing;

(viii) neither the Company nor any Subsidiary of the Company shall permit any of its properties or assets to fail to be covered by insurance policies reflecting coverage that is consistent with their past practice;

(xi) neither the Company nor any Subsidiary of the Company shall pay, repurchase, discharge or satisfy any of its claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and other than the payment of reasonable fees and expenses to any professionals as may be related to the transactions contemplated herein;

(x) neither the Company nor any Subsidiary of the Company will adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary (other than the Securities Exchange);

(xi) neither the Company nor any Subsidiary of the Company will change any of the accounting methods used by it unless required by IFRS or (ii) make any material election relating to Taxes, change any material election relating to Taxes already made, adopt any material accounting method relating to Taxes, change any material accounting method relating to Taxes unless required by IFRS, enter into any closing agreement relating to Taxes, settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment or file any amended Tax Return or claim for refund, except, provided that in each case the Company has afforded the Purchaser an opportunity for review;

(xii) neither the Company nor any Subsidiary of the Company will take, or agree to commit to take, any action that would or is reasonably likely to result in (A) any representation or warranty in Article III hereof being untrue or incorrect in any material respect, or (B) any of the conditions to the consummation of the transactions contemplated hereby set forth in Article VI hereof not being satisfied; or

(xiii) neither the Company nor any of its Subsidiaries will enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, recommend, propose or announce an intention to do any of the foregoing.

(b) The Purchaser agrees that, from and after the date hereof and prior to the Closing Date or, if earlier, the Termination Date, and except as may be otherwise agreed in writing by the Company, as may be expressly permitted pursuant to this Agreement, or as set forth in Section 5.1 of the Purchaser Disclosure Schedule:

(i) the business of the Purchaser and each of its Subsidiaries shall be conducted only in the usual, regular and ordinary course and substantially in the same manner as heretofore conducted, and each of the Purchaser and its Subsidiaries shall use its reasonable best efforts to preserve its business organization intact, keep available the services of its current officers and employees and maintain its existing relations with franchisees, customers, suppliers, creditors, business partners and others having business dealings with it, to the end that the goodwill and ongoing business of each of them shall be unimpaired at the Closing Date;

(ii) neither the Purchaser nor any Subsidiary of the Purchaser shall: (A) amend its certificate of incorporation or by-laws or similar organizational documents, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock, other than shares of MVI Common Stock reserved for issuance on the date hereof pursuant to the exercise of Purchaser options outstanding on the date hereof, (C) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock (other than a cash dividend paid by a Subsidiary of the Purchaser to the Purchaser or another wholly-owned subsidiary of the Purchaser), (D) split, combine or reclassify any shares of any class or series of its stock; or (E) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares;

(iii) neither the Purchaser nor any Subsidiary of the Purchaser shall modify, amend or terminate any material Purchaser Agreement or waive, release or assign any material rights or claims;

(iv) neither the Purchaser nor any Subsidiary of the Purchaser shall: (A) incur or assume any long-term or short-term indebtedness; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (C) make any loans, advances or capital contributions to, or investments in, any other Person (other than to, from, or in wholly owned Subsidiaries of the Purchaser); (D) enter into any material commitment or transaction (including, but not limited to, any capital expenditure or purchase, sale or lease of assets or real estate), except in the ordinary course of business; or (E) incur or modify the terms of any indebtedness or other liability (other than trade payables);

(v) neither the Purchaser nor any Subsidiary of the Purchaser shall transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any assets other than in the ordinary and usual course of business and consistent with past practice;

(vii) except as otherwise specifically contemplated by this Agreement, pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of the Purchaser of any amount relating to unused vacation days, except payments and accruals made in the ordinary course of business consistent with past practice, adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present other than in accordance with employee benefit plans, agreements, or arrangements as in effect on the date hereof, except payments made in the ordinary course of business consistent with past practice, or amend in any respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing;

(viii) neither the Purchaser nor any Subsidiary of the Purchaser shall permit any of its properties or assets to fail to be covered by insurance policies reflecting coverage that is consistent with their past practice;

(ix) neither the Purchaser nor any Subsidiary of the Purchaser shall pay, repurchase, discharge or satisfy any of its claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and payment of reasonable professional fees and expenses related to the transactions contemplated herein;

(x) neither the Purchaser nor any Subsidiary of the Purchaser will adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Purchaser or any Subsidiary (other than the Securities Exchange);

(xi) neither the Purchaser nor any Subsidiary of the Purchaser will change any of the accounting methods used by it unless required by GAAP or (ii) make any material election relating to Taxes, change any material election relating to Taxes already made, adopt any material accounting method relating to Taxes, change any material accounting method relating to Taxes unless required by GAAP, enter into any closing agreement relating to Taxes, settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment or file any amended Tax Return or claim for refund, except, provided that in each case the Purchaser has afforded the Company an opportunity for review;

(xii) neither the Purchaser nor any Subsidiary of the Purchaser will take, or agree to commit to take, any action that would or is reasonably likely to result in (A) any representation or warranty in Article IV hereof being untrue or incorrect in any material respect, or (B) any of the conditions to the consummation of the transactions contemplated hereby set forth in Article VI hereof not being satisfied; or

(xiii) neither the Purchaser nor any of its Subsidiaries will enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, recommend, propose or announce an intention to do any of the foregoing.

Section 5.2 Access; Confidentiality.

(a) Except as limited by the terms of any confidentiality agreement or provision in effect on the date of this Agreement, each of the Company and the Purchaser shall (and shall cause each of its respective Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of the other party reasonable access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Closing Date or the Termination Date, to its properties, officers, facilities, employees, contracts, commitments, books and records (including but not limited to Tax Returns and supporting work papers) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish to such other party such additional financial and operating data and Tax and other information as to its and its Subsidiaries’ respective businesses and properties as such other party may from time to time reasonably request. Each party will use its best efforts to minimize any disruption to the businesses of the other party and its Subsidiaries which may result from the requests for data and information hereunder. Each party shall use its best efforts to obtain the waiver of any confidentiality agreements restricting the other party’s access to information. No investigation pursuant to this Section 5.2(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Section 5.3 Reasonable Best Efforts; Further Assurances.

(a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall act in good faith and use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

(b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Purchaser or the Company to commence any litigation against any entity in order to facilitate the consummation of the Securities Exchange or to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation thereof.

(c) The Company and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by the Purchaser or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement.

Section 5.4 Takeover Statutes.

If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and the Purchaser and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Section 5.5 No Solicitation.

(a) The Company shall not, and shall cause each of its Subsidiaries, and the Representatives (as hereinafter defined) of the Company and its Subsidiaries, not to, directly or indirectly:

(i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information or assistance) any inquiries or expressions of interest or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal;

(ii) have any discussions with or provide any nonpublic information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal;

(iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal;

(iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement; or

(v) agree to do any of the foregoing related to any Acquisition Proposal.

(b) The Purchaser shall not, and shall cause each of its Subsidiaries, and the Representatives (as hereinafter defined) of the Purchaser and its Subsidiaries, not to, directly or indirectly:

(iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or

(v) agree to do any of the foregoing related to any Acquisition Proposal.

(c) Each party agrees that it will immediately cease and cause its respective Subsidiaries, and its and their respective Representatives, to cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and shall use its reasonable best efforts to cause any such third parties in possession of nonpublic information about it or any of its Subsidiaries that was furnished by or on its behalf in connection with any of the foregoing to return or destroy all such information in the possession of any such third party or in the possession of any Representative of any such third party, and it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal.

As used herein “Acquisition Proposal” shall mean any proposal or offer that constitutes, or could reasonably be expected to lead to (x) a proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase directly or indirectly (including by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable) of 10% or more of the assets of or equity interests (in economic or voting power) in a party or any of its Subsidiaries, excluding, in the case of the Company, a proposal or offer made by Purchaser or an affiliate thereof, (y) a breach of this Agreement or any interference with the completion of the Offer, or (z) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

As used herein, “Representative” means, with respect to any person, any officer, director, employee, affiliate, agent, representative or advisor, including any investment banker, attorney or accountant retained by such person or any of its Subsidiaries.

Section 5.6 Public Announcements.

Purchaser and the Company agree that neither one of them will issue any press release or otherwise make any public statement or respond to any press inquiry with respect to this Agreement or the transactions contemplated hereby without the prior approval of the other party (which approval will not be unreasonably withheld or delayed), except as contemplated by the Offer or as may be required by applicable law or the rules of any stock exchange on which such party’s securities are listed; provided, however, that the Purchaser will file this agreement on EDGAR and file an 8-K disclosing and attaching a copy of Agreement immediately, and at the latest, within 4 days following its execution.

Section 5.7 Disclosure Schedule Supplements; Notice of Certain Matters.

(a) From time to time after the date of the execution of this Agreement and prior to the Closing Date, each party will promptly supplement or amend the Company Disclosure Schedule or the Purchaser Disclosure Schedule, as the case may be, with respect to any matter hereafter arising which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or Purchaser Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of such party which has been rendered inaccurate thereby in any material respect; provided, however, that the parties may not update Section 5.1 of the Company Disclosure Schedule or Purchaser Disclosure Schedule, as applicable. For purposes of determining the accuracy of the representations and warranties of the parties contained in this Agreement in order to determine the fulfillment of the conditions set forth in Article VI of this Agreement, each party’s Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.

(b) Each party shall give prompt notice to the other, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Section 5.8 Audited Financial Statements.

The Purchaser utilizes a PCAOB registered firm in the USA, to act as its independent public accountants, and shall work with the Company at Company’s expense to assist with the preparation of its financial statements for the purpose of providing audited financial statements prepared in accordance with US GAAP for the Company’s period ended March 31, 2018, following the execution of this Agreement.

Section 5.9 Closing will occur on 2 days’ notice from the Company when it has obtained and is ready to file its audited financial statements as part of it’s Super 8-K, such Super 8-K being due 4 business days after Closing.

Section 5.10 [RESERVED]

Section 5.11 Resignation of Purchaser President, CEO and CFO

Concurrent with the execution of this Agreement, the Purchaser shall immediately secure the resignation of the Purchaser’s current President, CEO and CFO to enable the Company’s current Vice-President and CEO to be immediately appointed as the new Purchaser President and CEO and CFO, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The new President, CEO and CFO of the Purchaser at execution of this Agreement, shall be Mr. William Shawn Clark.

Section 5.12 Roll-back, Increase to Authorized Treasury Capital and Name Change of Purchaser

Concurrent with the execution of this Agreement, or as soon as is practicable thereafter, the Purchaser shall submit the necessary filings with regulatory or state bodies (namely FINRA, and the State of Nevada), to request the fulfillment of a corporate name change and a trading symbol change, (such filing with FINRA), and a roll back of the shares of the Purchaser, congruent with that of a 25 for 1 reverse split of the Purchaser present issued and outstanding shares and authorized capital, such filing that will then be immediately followed by an additional filing for the increase of the then reduced Authorized Capital of the Purchaser to a total of 250 million shares to then be held in treasury post roll-back and effectiveness of the actions as defined.

ARTICLE VI - CONDITIONS PRECEDENT

Section 6.1 Conditions to Each Party’s Obligation to Consummate the Securities Exchange.

The respective obligation of each party to this Agreement to consummate the Securities Exchange is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:

(a) No Injunctions, Restraints or Illegality. No Governmental Entity having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation, whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibit consummation of the Offer, the Securities Exchange or the other transactions contemplated by this Agreement.

(b) Governmental Consents. All consents, approvals and other authorizations of any Governmental Entity set forth in Section 6.1 of the Company Disclosure Schedule and the Purchaser Disclosure Schedule and required to consummate the Securities Exchange and the other transactions contemplated by this Agreement shall have been obtained, free of any condition that would reasonably be expected to have a Company Material Adverse Effect, a Purchaser Material Adverse Effect or a material adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement.

(c) Delivery of Company Capital Stock. Stockholders owning 75% or more of the Company’s Capital Stock have accepted the Offer and such acceptance has become unconditional.

(d) Applicable Exemption from Registration under the Securities Act. The parties shall be satisfied that the issuance of the Exchange Shares and the MVI Options to the shareholders of the Company in connection with the Securities Exchange shall be exempt from registration pursuant to Section 4(2) of the Securities Act, Regulation S or Regulation D as promulgated under the Securities Act, or any other applicable exemption therefrom.

(e) Form 8-K and Form Super 8-K. A final draft of a Current Report on Form 8-K (the “Form 8-K”), which discloses the Purchaser’s entering into this Agreement, shall have been approved by the Purchaser, the Company and their respective legal advisors. The Form 8-K shall be filed with the SEC within four (4) business days after the date of execution of this Agreement. Additionally, a final draft of a Super 8-K inclusive of audited financial statements and a detailed description of the Company will be filed by the Purchaser no later than 4 days following the Closing of the transaction.

Section 6.2 Conditions to Obligations of Purchaser.

The obligations of Purchaser to consummate the Securities Exchange are also subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Company Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) when made and as of immediately prior to the Closing Date, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) the representations and warranties contained in Section 3.2 shall be true and correct in all respects when made and as of immediately prior to the Closing Date, as if made at and as of such time.

(b) Performance of Covenants. The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.

(c) Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d) Officers Certificate. The Purchaser will have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 6.2(a)(b) and (c) hereof.

Section 6.3 Conditions to Obligation of the Company.

The obligation of the Company to affect the Securities Exchange is also subject to the satisfaction or waiver by the Company on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. The representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “in any material respect,” “material” or “materially”) when made and as of immediately prior to the Closing Date, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement.

(b) Performance of Covenants. Purchaser shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.

(c) Purchaser Material Adverse Effect. Since the date of this Agreement, there shall not have been any Purchaser Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

(d) Officers Certificate. The Company will have received a certificate, signed by an officer of Purchaser, certifying as to the matters set forth in Section 6.3(a), (b) and (c).

ARTICLE VII – TERMINATION

Section 7.1 Termination.

This Agreement may be terminated, and the other transactions contemplated herein abandoned at any time prior to the Closing Date:

(a) by the mutual written consent of the Company and the Purchaser;

(b) [RESERVED]

(d) by either the Purchaser or the Company if (i) (1) the Offer shall have expired without any shares of Company Capital Stock being tendered for exchange pursuant thereto, or resulted in, the failure of the shares of Company Capital Stock or FTI Options to have been exchanged pursuant to the Offer; (ii) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the consummation of the Offer or the Securities Exchange substantially on the terms contemplated hereby; or (iii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Securities Exchange substantially on the terms contemplated hereby and such order, decree, ruling or injunction shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(d)(iii) shall have used its reasonable best efforts to remove such order, decree, ruling or injunction and shall not be in violation of Section 5.4;

(e) by the Purchaser, if due to an occurrence or circumstance, other than as a result of a breach by the Purchaser of its obligations hereunder or under the Offer, resulting in a failure to satisfy any condition set forth hereto, the Purchaser shall have (i) failed to commence the Offer within 30 days following the date of this Agreement, or (ii) terminated the Offer without having accepted any shares of Company Capital Stock for exchange thereunder;

Section 7.2 Effect of Termination.

In the event of termination of this Agreement pursuant to Section 7.1, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall terminate and be of no further force and effect (except for the provisions of Sections 5.2(b) and 8.2 in the case of termination of this Agreement at any time, and Section 5.5 in the case of a termination following the exchange of shares of Company Capital Stock pursuant to the Offer), and there shall be no other liability on the part of the Purchaser or the Company or their respective officers or directors except liability arising out of a willful breach of this Agreement. In the event of termination of this Agreement pursuant to Section 7.1 prior to the expiration of the Offer, the Purchaser will promptly terminate the Offer upon such termination of this Agreement without the exchange of shares of Company Capital Stock thereunder.

ARTICLE VIII – MISCELLANEOUS

Section 8.1 Survival of Representations and Warranties.

The representations and warranties in this Agreement and in any instrument delivered pursuant to this Agreement shall survive for a period of one year from the Closing Date.

Section 8.2 Expenses.

Except as otherwise expressly contemplated by this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 8.3 Counterparts; Effectiveness.

This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by each of the other parties hereto.

Section 8.4 Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of Nevada, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Nevada for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to such jurisdiction and such process.

Section 8.5 Notices.

All notices and other communications hereunder shall be in writing (including telecopy or similar writing) and shall be effective (a) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section 8.5 and the appropriate telecopy confirmation is received, or (b) if given by any other means, when delivered at the address specified in this Section 8.5:

To the Purchaser:

Madison Ventures Inc.

1810 E Sahara Ave Suite 583

Las Vegas, NV 89104

To the Company:

Firetainment Inc.

2475 N John Young Pkwy
Orlando, Florida 32804

Section 8.6 Assignment; Binding Effect.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment not permitted under this Section 8.6 shall be null and void.

Section 8.7 Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 8.8 Enforcement of Agreement.

The parties hereto agree that money damages or other remedy at law would not be sufficient or adequate remedy for any breach or violation of, or a default under, this Agreement by them and that in addition to all other remedies available to them, each of them shall be entitled to the fullest extent permitted by law to an injunction restraining such breach, violation or default or threatened breach, violation or default and to any other equitable relief, including, without limitation, specific performance, without bond or other security being required.

Section 8.9 Entire Agreement; No Third-Party Beneficiaries.

This Agreement and exhibits hereto constitutes the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and, is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.10 Headings.

Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

Section 8.11 Additional Definitions.

For the purposes of this Agreement, except as otherwise expressly provided or unless the context clearly otherwise requires:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliates” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in the definition of “affiliates,” “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“IRS” means the Internal Revenue Service.

“knowledge of the Company” or “knowledge of the Purchaser” any similar statement, means the knowledge of the officers of the Company and its Subsidiaries, or the Purchaser and its Subsidiaries after reasonable inquiry, excluding the Secretary and any Assistant Secretaries thereof.

“Material Adverse Effect” on or with respect to the Company or the Purchaser, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on (i) the business, results of operations, prospects, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or the Purchaser and its Subsidiaries, taken as a whole, as the case may be, or (ii) the ability of such entity (or group) to consummate the transactions contemplated by this Agreement, including any substantial delay of the consummation of such transactions.

“Person” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including, without limitation, a Governmental Entity.

“Purchase Date” shall mean the date of the first purchase of shares of Company Capital Stock pursuant to the Offer.

“SEC” shall mean the United States Securities and Exchange Commission.

“Subsidiaries” of the Company or the Purchaser shall mean any corporation or other form of legal entity of which more than 50% of the outstanding voting securities are on the date hereof directly or indirectly owned by the Company or the Purchaser or in which the Company or the Purchaser has the right to elect a majority of the members of the board of directors or other similar governing body.

Section 8.12 Interpretation.

(a) When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.

(b) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(c) The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(d) The plural of any defined term shall have a meaning correlative to such defined term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(e) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(f) A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefore, and all regulations and statutory instruments issued thereunder or pursuant thereto.

(g) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or 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 provisions of this Agreement.

Section 8.13 Finders or Brokers.

Neither the Company nor the Purchaser nor any of their respective Subsidiaries has employed any investment banker, broker, finder or intermediary in connection with the transactions contemplated hereby who would be entitled to any fee or any commission in connection with or upon consummation of the Offer or the Exchange.

Section 8.14 Amendment or Supplement.

At any time prior to the Closing Date, this Agreement may be amended or supplemented in any and all respects by written agreement of the parties hereto, by action taken by their respective Boards of Directors.

Section 8.15 Extension of Time, Waiver, Etc.

At any time prior to the Closing Date, any party may (a) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) waive compliance with any of the agreements or conditions of any other party hereto contained herein. Notwithstanding the foregoing, no failure or delay by the Company or the Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

	MADISON VENTURES INC.

	By:	/s/ Eugenio Gregorio /s/
	Name:	Eugenio Gregorio
	Title:	President, Chief Executive Officer and Chief Financial Officer

	FIRETAINMENT INC.

	By:	/s/ William Shawn Clark /s/
	Name:	Willian Shawn Clark
	Title:	Chief Executive Officer

Signature Page to Plan of Reorganization and Agreement of Securities Exchange

ANNEX A

Conditions to the Offer

The capitalized terms used in this Annex A have the meanings set forth in the attached Agreement, except that the term “this Agreement” shall be deemed to refer to the attached Agreement.

Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, exchange, and may postpone the acceptance for exchange for shares of Company Capital Stock tendered, and, except as set forth in the Agreement, terminate the Offer as to any shares of Company Capital Stock not then paid for if (i) the Minimum Condition shall not have been satisfied at the scheduled expiration date of the Offer, or (ii) immediately prior to the expiration of the Offer, any of the following conditions shall exist:

(a) there shall have been entered, enforced or issued by any Governmental Entity, any judgment, order, injunction or decree (i) that makes illegal, restrains or prohibits or makes materially more costly the making of the Offer, the acceptance for payment of, or payment for, any shares of Company Capital Stock by the Purchaser, or the consummation of the Exchange; (ii) that prohibits or limits materially the ownership or operation by the Company, the Purchaser, or any of their Subsidiaries of all or any material portion of the business or assets of the Company, the Purchaser or any of their Subsidiaries, or compels the Company, the Purchaser, or any of their Subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company, the Purchaser, or any of their Subsidiaries; (iii) that imposes or confirms limitations on the ability of the Purchaser or any affiliate of the Purchaser to exercise full rights of ownership of any shares of Company Capital Stock, including, without limitation, the right to vote any shares of Company Capital Stock acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company’s shareholders, including, without limitation, the approval and adoption of this Agreement and the transactions contemplated by this Agreement; (iv) that requires divestiture by the Purchaser or any affiliate of the Purchaser of any shares of Company Capital Stock; or (v) that otherwise would be reasonably expected to have a Material Adverse Effect on the Company to the extent that it relates to or arises out of the transaction contemplated by this Agreement or the Purchaser;

(b) there shall have been any statute, rule, regulation, legislation or interpretation enacted, enforced, promulgated, amended or, issued by any Governmental Entity or deemed by any Governmental Entity applicable to (i) the Purchaser, the Company or any Subsidiary or affiliate of the Purchaser or the Company or (ii) any transaction contemplated by this Agreement that is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above;

(c) there shall have occurred any changes, conditions, events or developments that would have, or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;

(d) there shall have occurred (i) any general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange other than a shortening of trading hours or any coordinated trading halt triggered solely as a result of a specified increase or decrease in a market index, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation (whether or not mandatory) on the extension of credit by banks or other lending institutions in the United States, (iv) the commencement of a war, material armed hostilities or any other material international or national calamity involving the United States or (v) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

(e) (i) it shall have been publicly disclosed or the Purchaser shall have otherwise learned that any Person, other than the Purchaser or any of its affiliates, shall have acquired or entered into a definitive agreement or agreement in principle to acquire beneficial ownership (determined for the purposes of this paragraph as set forth in Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then outstanding shares of Company Capital Stock, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of 20% or more of the then outstanding shares of Company Capital Stock, or (ii) the Board of Directors of the Company or any committee thereof shall have (A) withdrawn, modified or changed, in a manner adverse to the Purchaser, the recommendation by such Board of Directors or such committee of the Offer, the Exchange or this Agreement, (B) approved or recommended, or proposed publicly to approve or recommend, an Acquisition Proposal, (C) caused the Company to enter into any agreement relating to any Acquisition Proposal, or (D) resolved to do any of the foregoing;

(f) the Agreement shall have been terminated in accordance with its terms;

(g) the Purchaser and the Company shall have agreed that the Purchaser shall terminate the Offer or postpone the acceptance for exchange of shares of Company Capital Stock thereunder;

(h) the audited financial statements of the Company when completed for the fiscal period ended March 31, 2018 shall be the same or very similar in all material respects to the unaudited financial statements of the Company as delivered to the Purchaser prior to the execution hereof; or

that, in the reasonable good faith judgment of the Purchaser in any such case, and regardless of the circumstances (including any action or inaction by the Purchaser or any of its affiliates) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment.

The foregoing conditions are for the benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition or may be waived by the Purchaser in whole or in part at any time and from time to time in its reasonable discretion. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Viabuilt Ventures Inc. - FORM 8-K - EX-1.1 - SECURITY EXCHANGE AND REORGANIZATION AGREEMENT - April 27, 2018

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Viabuilt Ventures Inc. Reports