Common use of The Acquisition Clause in Contracts

The Acquisition. 1.1 The Shareholders hereby sell, and TURINCO hereby purchases, 4,500,000 common shares of ARVANA, which represents 100% of the outstanding shares of ARVANA, in exchange for 4,500,000 restricted common shares of TURINCO (the “Shares”). The Shares of ARVANA exchanged and the Shares of TURINCO issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 Concurrent with the execution of this Agreement, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent of TURINCO with a copy of the resolution of the Board of Directors of TURINCO authorizing and directing the issuance of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each Shareholder confirms that they are transferring their shares of ARVANA to TURINCO, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the Shareholders, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with the acquisition which have not been registered under the 1933 Act by virtue of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such shares, for no consideration, if the letter is not received within 90 days of the date of this Agreement. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.

The Acquisition. 1.1 The Shareholders hereby sell1.01 At the Effective Time (as defined in Article 2), subject to the terms and TURINCO hereby purchasesconditions herein, 4,500,000 common shares each share of ARVANANUVO Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, which represents 100% as defined in Section 1.04) shall be acquired by IGAM in exchange for a fraction of a fully paid and nonassessable share of IGAM Preferred Stock equal to (i) 1,000,000, divided by (ii) the number of issued and outstanding shares of ARVANANUVO Common Stock, in exchange for 4,500,000 restricted common shares of TURINCO on a fully diluted basis, immediately prior to the Effective Time (other than Dissenting Shares) (the “SharesExchange Ratio”). The Shares Collectively, the shares of ARVANA exchanged IGAM Preferred Stock issued to the Shareholders shall be referred to herein as the “IGAM Shares”, and the exchange of all shares of NUVO Common Stock for IGAM Shares of TURINCO issued in this transaction shall constitute the “Exchange”. IGAM Shares shall be exchanged and issued as set forth in Exhibit A to this Agreement which Agreement. 1.02 Each share of IGAM Preferred Stock shall, upon receipt of Shareholder Approval (as defined in Section 9.01), automatically convert into the number of Shares are incorporated herein shares of IGAM Common Stock equal to a fraction, (i) the numerator of which is equal to the product of (A) the aggregate number of shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, on a fully diluted basis, multiplied by reference. 1.2 Concurrent with (B) two (2), and (ii) the execution denominator of this Agreementwhich shall be 1,000,000 (the “Conversion Ratio”), rounded to the nearest whole share; provided that, for purposes of determining the number of fully diluted shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, the ARVANA shareholders listed in Exhibit A will deliver a deed parties agree that the number of transfer for the shares of ARVANA listed IGAM Common Stock shall include the number of shares IGAM Common Stock into which the Convertible Debt of IGAM (as defined in Exhibit ASection 8.01(i)) is convertible, duly endorsed so as determined assuming a conversion price equal to make TURINCO 75% of the sole holder thereoflowest closing price of the IGAM Common Stock (as reported by Bloomberg, and TURINCO shall issue a letter LP) over the 20 trading days immediately prior to the transfer agent Effective Date (as defined in Article 2). The number of TURINCO with a copy shares of IGAM Common Stock issuable upon conversion of the resolution of the Board of Directors of TURINCO authorizing and directing the issuance of TURINCO shares as set forth IGAM Shares shall be identified on Exhibit A to this Agreement. 1.3 Each Shareholder confirms 1.03 As of the Effective Time, each outstanding stock certificate that they are transferring their immediately prior to the Effective Time represented shares of ARVANA NUVO Common Stock shall be deemed for all purposes to TURINCOevidence ownership and to represent the number of shares of IGAM Preferred Stock for which such shares of NUVO Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of NUVO Common Stock shall, after the Effective Time, be entitled to vote the shares of IGAM Preferred Stock (on an as-converted basis assuming the conversion of all shares of IGAM Preferred Stock into shares of IGAM Common Stock) for which such shares of NUVO Common Stock have been exchanged on any matters on which the holders of IGAM Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of NUVO Common Stock immediately prior to the Effective Time shall deliver such certificates of NUVO Common Stock, duly endorsed so as to make IGAM the sole holder thereof, free and clear of all claims claims, and encumbrances. 1.4 Following encumbrances and upon receipt of such certificates, IGAM shall deliver a transmittal letter directed to the transfer agent of IGAM directing the issuance of TURINCO shares the IGAM Shares to the Shareholders, there will be a total Shareholders as set forth on Exhibit A of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive this Agreement. Any shares of TURINCO common stock in connection with the acquisition which have IGAM Preferred Stock (and IGAM Common Stock issued upon conversion thereof) issued pursuant to this Agreement will not been registered under the 1933 Act by virtue of the exemption provided in Section 4(2be transferable except (a) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered pursuant to an effective registration statement under the Securities Act or (b) upon receipt by IGAM of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence a written opinion of an effective Registration Statement counsel for the shares under holder reasonably satisfactory to IGAM to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing IGAM Common stock issued pursuant to this Agreement as set forth in Section 12.02. In the event any certificate for NUVO Common Stock has been lost, stolen or destroyed, IGAM shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an opinion affidavit of counsel that fact by the holder thereof, such shares of IGAM Common Stock as may be required pursuant to the Corporation that this Agreement; provided that, such registration is not requiredholder shall be required to provide to IGAM an executed indemnification agreement, in a form reasonably acceptable to IGAM, whereby such holder indemnifies IGAM against any loss or liability relating to IGAM’s issuance of certificates pursuant to this paragraph. 1.6 Each Shareholder confirms that they understand that 1.04 Shares of NUVO common stock held by the TURINCO stockholders of NUVO who have properly exercised and preserved appraisal rights with respect to those shares are being issued in reliance on the exemption provided in Section 4(2) accordance with Title 7, Article 113 of the 1933 Act and confirms they willColorado Statutes (the “Dissenting Shares”) shall not be exchanged for or represent a right to receive shares of IGAM Preferred Stock pursuant to Section 1.01 above, within 30 days but the holders thereof shall be entitled only to such rights as are granted by Title 7, Article 113 of the date Colorado Statutes. Each holder of this AgreementDissenting Shares who becomes entitled to payment for such shares pursuant to Title 7, deliver an investment letter Article 113 shall receive payment therefor from NUVO in substantially the form set out in Exhibit B. Until accordance with such time as the investment letter is deliveredlaws; provided that, TURINCO may retain the certificates if any such holder of Dissenting Shares shall have effectively withdrawn or lost such holder’s demand for the shares issued to the Shareholder appraisal and may also cancel payment for such shares, such holder shall forfeit the right of appraisal of such share and such Dissenting Shares shall be exchanged for no consideration, if shares of IGAM Preferred Stock in accordance with the letter is not received within 90 days terms of the date of this AgreementSection 1.01. 1.7 As soon as practicable hereafter1.05 Following the Effective Time, three nominees of ARVANA NUVO will be appointed to the Board a wholly owned subsidiary of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directorsIGAM.

The Acquisition. 1.1 The Shareholders hereby sellSubject to the terms and conditions set forth in this Agreement: (a) On the Closing Date, and TURINCO hereby purchases, 4,500,000 common Purchaser shall issue to Berkman a number of shares of ARVANAGenerex Common Stock, which represents 100% par value $.0001 per share, having a value of $250,000, based on the outstanding shares of ARVANAclosing bid price for the Common Stock on the OTCQB, in exchange for 4,500,000 restricted common shares of TURINCO or the OTCPINK on the trading day immediately preceding the Closing Date (the “SharesClosing Date Common Stock”). The Shares of ARVANA exchanged and the Shares of TURINCO issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 Concurrent with the execution of this Agreement(b) At Closing, the ARVANA shareholders listed in Exhibit A will deliver a deed of Berkman, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent Purchaser the legal and beneficial title to 4,950 Acquiree Membership Units, of TURINCO with a copy of the resolution of the Board of Directors of TURINCO authorizing which 4,939 will be transferred by Berkman, 10 by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and directing the issuance of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each Shareholder confirms that they are transferring their shares of ARVANA to TURINCO1 by ▇▇▇▇ ▇▇▇▇▇▇▇, free and clear of all claims Security Interest, and encumbrancesthe Acquiree shall ▇▇▇▇ its transfer books to indicate the Purchaser’s ownership off 4,950 Acquiree Membership Units. 1.4 Following the issuance (c) After closing, upon Purchaser contributing 20,000 shares of TURINCO shares Purchaser’s Common Stock (“Contributed Common Stock”), Acquiree shall issue 300 additional Acquiree Membership Units to the Shareholders, there Purchaser so that Purchaser will be have a total of 13,786,000 common shares, $.001 par value, issued and fifty-one percent (51%) of the outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCOAcquiree Membership Units. 1.5 Due to (d) Within two trading days following the fact that ARVANA will receive effectiveness of the RSS on the OTCQB, Purchaser: (i) Shall issue 230,000 post-RSS shares of TURINCO common stock Common Stock to Berkman (the “RSS Completion Shares”). (ii) Shall issue warrants (the “Warrants”), in connection with the acquisition which Berkman Debt, exercisable for 15,000,000 shares of Common Stock (“Warrant Shares”) at an exercise price equal to $2.50 per a share. Berkman and Acquiree acknowledge that the RSS Completion Shares may not be issued until the Purchaser has received approval form its stockholders to increase the number of authorized shares of Common Stock. The Purchaser may have not insufficient shares of Common Stock to issue upon exercise of the Warrants until such stockholder approval is received. (e) If, at any time on or before the third anniversary of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares have been registered under as required in Section 1.2 and provided further that the 1933 Act by virtue aggregate value of the exemption provided Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares equals or exceeds $15,000,000 [whether or not Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred to Purchaser for the aggregate purchase price of $1.00. For purposes of this paragraph (e), the value of the Closing Date Common Stock, the RSS Completion Shares and Warrant Shares shall be the closing price of the Common Stock the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the case of the Warrant Shares, less the exercise price of the Warrants. If closing transaction prices are not quoted in the primary market, the ▇▇▇▇▇ shall have determined by the average of the closing bid and asked prices. The Closing Date Common Stock, RSS Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(e) are referred to as the “Purchaser Common Stock.” (f) All Purchaser Common Stock and Warrants issued pursuant to this Section 4(21.1(f) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered shall be restricted securities as defined in Rule 144 under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not but shall be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel subject to the Corporation that such registration is not requiredrights described below. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such shares, for no consideration, if the letter is not received within 90 days of the date of this Agreement. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.

The Acquisition. 1.1 Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Shareholders hereby Fulland Stockholders will sell, convey, assign, transfer and TURINCO hereby purchasesdeliver to Malex stock certificates representing the Fulland Shares held by each Fulland Stockholder as set forth in column (1) of Schedule I hereto, 4,500,000 common which in the aggregate shall constitute 100% of the issued and outstanding shares of ARVANAFulland, which represents 100each accompanied by a properly executed and authenticated stock power. (b) As consideration for the acquisition of the Fulland Shares, Malex will issue to each Fulland Stockholder, in exchange for such Fulland Stockholder’s pro rata portion of the Fulland Shares, the number of shares of common stock set forth opposite such party’s name in Column (2) on Schedule I attached hereto (collectively, the “Malex Shares”). The Malex Shares issued shall equal 99.00% of the outstanding shares of ARVANAMalex common stock at the time of Closing. For example, if there are 700,000 shares of Malex common stock outstanding immediately prior to the Closing, then there shall be 69,300,000 shares of Malex common stock issued to the Fulland Stockholders at Closing. (c) Synergy Business Consulting, LLC shall surrender 8,006,490 shares of Malex common stock held by it, which shall be cancelled pursuant to Section 6.6 hereof. (d) The Company shall consummate its $5,525,000 convertible note financing pursuant to the Securities Purchase Agreement (the “Financing”). (e) Immediately following the closing of the Financing, Greenview Capital LLC shall surrender to the Company 2,348,827 shares of the common stock issuable to it in the share exchange transaction under this agreement, for cancellation on the books and records of the Company, in exchange for 4,500,000 restricted common shares a cash payment from the Company of TURINCO $625,000 (the “Shares”). The Shares of ARVANA exchanged and the Shares of TURINCO issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 Concurrent with the execution of this Agreement, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent of TURINCO with a copy out of the resolution proceeds of the Board Financing), which payment shall constitute full consideration for cancellation of Directors such shares and in full satisfaction of TURINCO authorizing any and directing all debts and/or obligations to Greenview which may include but is not limited to payment made or expenses or indebtedness incurred by Greenview for (i) assistance from the issuance of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each Shareholder confirms that they are transferring their shares of ARVANA to TURINCO, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the Shareholders, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock Company’s accountants and/or other professionals in connection with the acquisition which preparation of pro-forma financial statements and any post closing SEC filings; and (ii) any final SEC or tax returns that have not been registered under to be filed that include Malex rather than Greenpower. (f) Immediately following the 1933 Act by virtue closing of the exemption provided Financing, ▇▇ ▇▇▇▇ shall surrender to the Company 2,420,204 shares of the common stock issuable to him in Section 4(2) the share exchange transaction under this agreement, for cancellation on the books and records of the Company, in exchange for a cash payment from the Company of $400,000 (out of the proceeds of the Financing), which payment shall be full consideration for cancellation of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not requiredshares. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such shares, for no consideration, if the letter is not received within 90 days of the date of this Agreement. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.

The Acquisition. 1.1 The Shareholders hereby sellAcquisition and Merger Subject to the Terms and Conditions of this Agreement. At the time of Closing to be held as provided in Section 2, the parties shall effectuate the Merger of Mergerco into MKSR. At the time that the Merger becomes effective under both the Delaware Act and the New York Act (the "Effective Time"), Mergerco shall be merged with and into MKSR in accordance with the applicable provisions of the Delaware Act and the New York Act, the separate existence of Mergerco shall thereupon cease, and TURINCO hereby purchasesMKSR, 4,500,000 common as the surviving corporation in the Merger, shall continue its corporate existence in accordance with the New York Act. At the Closing, (i) the 100 issued and outstanding shares of ARVANAMKSR common stock, which represents 100% par value $.0001 per share (the "MKSR Common Stock"), constituting all of the issued and outstanding shares of MKSR Common Stock, shall be extinguished, (ii) each share of stock of Mergerco issued and outstanding shall be extinguished and in substitution for the full number of shares of Mergerco held by it, HLLS shall receive 100 shares of MKSR authorized but unissued Common Stock (iii) HLLS shall issue to the MKSR shareholders the greater of 10,197,668 validly issued, fully paid, and non-assessable, under Delaware law, shares of common stock of HLLS or that number of shares that shall result in ownership of fifty-one percent (51%) of the outstanding shares of ARVANAcommon stock of HLLS, in exchange for 4,500,000 restricted common and (iv) HLLS shall issue 3,425,000 shares of TURINCO its voting convertible noncumulative preferred stock, par value $.01 per share ("HLLS Preferred Stock") to the “Shares”)holders of MKSR Common Stock at the exchange rate of 101,976.68 shares of HLLS Common Stock and 34,250 shares of HLLS Preferred Stock for each share of MKSR Common Stock. The Shares 3,425,000 shares of ARVANA exchanged Preferred Stock shall be convertible into 34,250,000 shares of HLLS Common Stock. 2,670,000 of the HLLS shares of Common Stock to be issued to the MKSR Shareholders shall be from the HLLS' authorized but unissued shares, and 7,527,668 of the HLLS shares of Common Stock shall be contributed to HLLS by ▇▇. ▇▇▇▇▇▇▇ and then reissued by HLLS in the Merger. Following the issuance, HLLS will have the following shares outstanding: Preferred Stock MKSR shareholders 3,425,000 Common Stock MKSR shareholders 10,197,668 ▇▇▇▇▇▇▇ 1,872,332 Other shareholders 3,756,840 Public 4,168,587 Total Common Outstanding 19,995,427 At the Effective Time, and as a result of the Merger, the conversion of the shares of MKSR Common Stock into the HLLS Common Stock and the Shares of TURINCO issued in this transaction shall be exchanged and issued HLLS Preferred Stock as set forth in Exhibit A this Section 1.1, shall occur automatically and without further act of either HLLS or MKSR and, until appropriate transfers can be requested following the Effective Time, the holders of record of each MKSR share so extinguished and converted shall be deemed to this Agreement which be recorded on the books of HLLS as the holder of the number of Shares are incorporated herein shares of HLLS Common Stock and HLLS Preferred Stock which he is entitled to receive under this Agreement. Each person who, as a result of the Merger, holds one or more certificates which theretofore represented one or more shares of MKSR that have been extinguished and converted as a result of the Merger shall surrender each such certificate held by reference.him/her to HLLS and, within a reasonable time after such surrender, HLLS shall deliver to such person in exchange therefor one or more certificates evidencing the HLLS Preferred Stock that such person is entitled to receive as a result of the Merger. A form of the certificate of designation setting forth the terms of the HLLS Preferred Stock is attached hereto as Exhibit A. 1.2 Concurrent Sale of H&L Concepts, Inc. At the Closing, HLLS and Marketshare shall contribute the sum of $125,000 to H&L concepts, Inc. through the issuance of a secured promissory note to pay the principal amount of $125,000 together with interest (the "Promissory Note") to H&L Concepts, Inc., in accordance with the execution terms of this Agreementsaid note, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent of TURINCO with (a copy of the resolution which is attached hereto as Exhibit B). After execution of the Board Promissory Note, ▇▇. ▇▇▇▇▇▇▇ shall purchase all of Directors the outstanding shares of TURINCO authorizing stock of H&L concepts, Inc. for nominal consideration. The parties acknowledge that most of the trade payables and directing other consolidated liabilities of HLLS are actually liabilities of H&L Concepts, Inc., the issuance subsidiary to HLLS, and by selling the stock of TURINCO shares as H&L Concepts, Inc. to ▇▇. ▇▇▇▇▇▇▇ it has the effect of removing most of the trade payables and liabilities form the HLLS balance sheet and fixing the post closing liabilities of HLLS to that set forth on Exhibit A in the promissory note. At the Closing HLLS shall execute and deliver to this Agreement. 1.3 Each Shareholder confirms that they are transferring their ▇▇. ▇▇▇▇▇▇▇ one or more stock certificates representing all of the outstanding shares of ARVANA to TURINCOstock of H&L Concepts, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the Shareholders, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with the acquisition which have not been registered under the 1933 Act by virtue of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such shares, for no consideration, if the letter is not received within 90 days of the date of this Agreement. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.Inc.