Common use of Closing Procedures Clause in Contracts

Closing Procedures. Subject to the conditions set forth in this Agreement: (A) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;

Closing Procedures. Subject (a) At the Closing, the Vendors shall deliver or cause to be delivered to the conditions set forth Purchaser the following in this Agreementform and substance satisfactory to the Purchaser acting reasonably: (Ai) at Closingresignations of each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as directors of the Corporation effective as of the Closing Date; 1(ii) a certificate share certificates representing 10,000,000 the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record; (Ten Millioniii) newly an original of the QTA 1098 Certificate issued shares by the QMR in respect of Common Stock the portion of JEANTEXthe Purchase Price to be paid to or on behalf of each of the Vendors on the Closing; and (iv) an opinion of counsel to the Vendors dealing with such matters as the Purchaser may reasonably request. (b) At the Closing, bearing a legend in substantially the Purchaser and/or QMI shall deliver or cause to be delivered to the Vendors the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED in form and substance satisfactory to the Vendors acting reasonably: (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 i) A certified cheque or wire transfer payable (A) as to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as 13,750,000 payable to the incumbency and specimen signatures Escrow Agent as contemplated by Section 2.4(b) of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries the Escrow Agreement and (B) as to $41,250,000 payable to the order of the Vendors, representing in connection herewiththe aggregate the portion of the Purchase Price to be paid at Closing; (ii) an opinion of counsel to the Purchaser and QMI dealing with such matters as the Vendors may reasonably request. (c) Concurrently with the Closing of the transactions contemplated by this Agreement, the Parties hereto, together with the Escrow Agent, shall execute and deliver an escrow agreement dated the date hereof in such form as may be agreed upon by the parties thereto (the "ESCROW AGREEMENT ").

Closing Procedures. Subject At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) prior to and as a condition to delivery of the Closing Payment Amount, the Sellers shall cause the Company to carry out the Toei Call Option Exercise pursuant to Section 5.9 and Section 2.5(e) and Buyer shall facilitate the Toei Call Option Exercise pursuant to Section 2.5(d); (b) the Sellers shall deliver to the conditions Buyer: (i) a request form directing the Company to register the Buyer as the holder of the Shares in the shareholder registry (kabunushi meibo) of the Company (kabunushi meibo meigi kakikae seikyu sho) duly signed by each such Seller; (ii) signed resignations of the Resigning Directors and Statutory Auditor as set forth in this Agreement:Section 5.6; (Aiii) at Closinga copy of the Company's minutes of shareholder meeting including a resolution to approve the Transaction as set forth in Section 5.3; (iv) a certified copy of Toei's shareholder registry reflecting the transfer of shares from Toei Call Option Sellers to the Company as set forth in Section 5.9; and (v) the Company's representative seal registered with the Legal Affairs Bureau. (c) Subject to completion of the Toei Call Option Exercise, ▇▇▇▇▇▇▇▇ the Buyer shall deliver to JEANTEX: 1each Seller its respective Pro Rata Portion (Fully Diluted) of the Closing Payment applicable to such Seller’s Shares (i.e., JPY 12,233,921,158 to AG Japan, JPY 5,127,484,184 to AG Chorus and JPY5,138,594,658 to AG Concert) (“Closing Payment Amount”) by wire transfer of immediately available funds, in JPY, to such Seller’s Account without any withholding or deduction, with the charges and other expenses for the remittance of each Closing Payment Amount to each Seller’s Account to be borne by the Buyer, with such respective Closing Payment Amount wire transfer: (i) to be received by AG Japan at the Closing, (ii) to have been initiated or caused to be initiated at the Closing for AG Chorus and AG Concert, with (x) a stock certificate representing signed by an officer of the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ Buyer and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ delivered to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) Sellers at the Closing, ▇▇▇▇▇▇▇▇ shall deliver certifying that the Buyer has irrevocably initiated or caused to JEANTEX: 1be initiated its wire transfer process in order to pay or cause to be paid the relevant Closing Payment Amount to AG Chorus and AG Concert, and (y) a certificate, duly executed by an authorized officer evidence of ▇▇▇▇▇▇▇▇, such irrevocable initiation in the form attached hereto as Exhibit A of a printout or other evidence from the Buyer’s banking institution to the Sellers’ satisfaction, and (iii) to be completed and received with respect to AG Chorus and AG Concert in accordance with the foregoing subclause (ii) within two (2) Business Days following the Closing; (d) to facilitate the Toei Call Option Exercise, the Buyer shall deliver an amount equal to JPY 5,249,078,550 (the “▇▇▇▇▇▇▇▇ OfficerToei Call Option Payment Portion”) by wire transfer of immediately available funds, in JPY, to the Company’s CertificateAccount without any withholding or deduction, with the charges and other expenses for such remittance to be borne by the Buyer; (e) the Sellers shall cause the Company to deliver the relevant portion of the amount equal to JPY 8,749,078,550 (the “Toei Call Option Payment Amount”), certifying as including the Toei Call Option Payment Portion received by the Company pursuant to Section 2.5(d), by wire transfer of immediately available funds, in JPY, to each Toei Call Option Seller, without any withholding or deduction, with the Closing Date that all of the representations charges and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ other expenses for such remittance to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed borne by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewithCompany; and (f) the Sellers shall cause the Company to deliver any Bonus Agreements, if agreed to in final form by the relevant Retained Management Member at least three (3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days Business Days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;

Closing Procedures. Subject to At the conditions set forth in this Agreement: (A) at Closing, ▇▇▇▇▇▇▇▇ Time of Closing the Vendor shall deliver or caused to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as be delivered actual possession of the Closing Date that all Purchased Shares and upon such deliveries the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.2. The transfer of possession of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct Purchased Shares shall be deemed to take effect as of at the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to Effective Time on the Closing Date. (Ca) At Closing, JEANTEX the Vendor shall deliver or cause to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇be delivered to the Purchaser, unless otherwise waived by the Purchaser, the following in form and substance satisfactory to the Purchaser and its counsel, acting reasonably: 1(i) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record thereof, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been duly entered upon the books of the Corporations as the holder of the Purchased Shares; (ii) certified copies of (A) the charter documents and extracts from the by-laws of each of the Vendor and the Corporations relating to the execution of documents; (B) all resolutions of the shareholders, the board of directors or any duly authorized committee thereof, of each of the Vendor and the Corporations approving the entering into of this Agreement and the completion of all transactions contemplated hereunder; and (C) all other instruments evidencing necessary corporate action of each of the Vendor and the Corporations and of Authorizations, if any, with respect to such matters; (iii) certificates of the Secretary or an Assistant Secretary of each of the Vendor and the Corporations certifying the names and true signatures of its officers authorized to sign this Agreement and the other instruments to be delivered hereunder; (iv) a certificate representing 10,000,000 (Ten Million) newly of status, compliance, good standing or like certificate with respect to each of the Vendor and the Corporations issued shares by appropriate government officials of Common Stock the jurisdiction of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capitalits incorporation and, in the form attached hereto case of the Corporations, of each jurisdiction in which each of the Corporations carry on its Business as Exhibit C listed in Schedule 10; (v) a favourable opinion or opinions of counsel to the JEANTEX Payment ScheduleVendor and the Corporations, and any other legal opinions as may be required by or relied upon by counsel to the Vendor or requested by the Purchaser, or its counsel, acting reasonably, in connection with the operation of the Corporations and the Business including such matters relating to, (A) acceptable any licence, association or joint venture agreement or arrangement of the Corporations with any Person or Governmental Entity, (B) any interest of the Corporations in any real property or natural resource rights in Colombia or Peru, and (C) any other matter in connection with the Business which is properly the subject matter of a legal opinion; (vi) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser to both ▇▇▇▇▇▇▇▇ permit all of the Purchased Shares to be fully and JEANTEXregularly transferred to the Purchaser or its nominee(s) have been taken; (vii) duly executed resignation effective as at the Time of Closing of each director and officer of the Corporations as the Purchaser may specify; (viii) a release in favour of the Corporations of each of the Vendor and such officers and directors of the Corporations as the Purchaser may specify; (ix) all necessary assurances, transfers, assignments and consents, including all necessary Consents and Authorizations, and any other instruments necessary or reasonably required to effectively carry out the intent of this Agreement and any Ancillary Agreement and to transfer the Purchased Shares to the Purchaser, free and clear of all Encumbrances, except as may be otherwise provided herein; (x) an opinion from Price Waterhouse, at the Purchaser's expense, providing that, (A) the quantum of any Tax Pool Amount available to the Colombian Subsidiary as of the fiscal year ended December 31, 1996 shall, in any event, not be less than $20,000,000 in Colombian Peso equivalent using the exchange rate for the purchase of U.S. dollars using Colombian Pesos as of the Closing; and (B) the Tax Pool Amount will be available to the Colombian Subsidiary following the Closing; (xi) a duly executed confidentiality agreement between the Purchaser and the Vendor effective as at the Time of Closing; (xii) a duly executed non-competition agreement effective as at the Time of Closing of the Vendor and certain officers of the Vendor as the Purchaser may specify. 3(b) The Purchaser shall deliver or cause to be delivered to the Vendor, unless otherwise waived by the Vendor, and the Corporations the following in form and substance satisfactory to the Vendor acting reasonably: (i) certified copies of (A) the charter documents and extracts from the by-laws of the Purchaser relating to the execution of documents; (B) all resolutions of the shareholders, the board of directors or any duly authorized committee thereof, of the Purchaser approving the entering into of this Agreement and the completion of the transactions contemplated hereunder; and (C) all other instruments evidencing necessary corporate action of the Purchaser and of Authorizations, if any, with respect to such matters; (ii) certificates of the Secretary or an Assistant Secretary of the Purchaser certifying the names and true signatures of its officers authorized to sign this Agreement and the other instruments to be delivered hereunder; (iii) a certificatecertificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of the jurisdiction of its incorporation, together with a certificate that the Purchaser is not on the list of defaulting reporting issuers pursuant to the Securities Act (Ontario); (iv) share certificates representing the MIP Shares, with the legend on each MIP Share substantially in the form set out in Schedule 23; (v) the Exchange Rights Agreement dated as of the date hereof in form agreed to by the Parties duly executed by the Secretary Purchaser; (vi) the Continuing Corporate Guaranty dated as of JEANTEXthe date hereof in form agreed to by the Parties duly executed by the Purchaser; (vii) evidence that all necessary steps and proceedings, in as approved by counsel for the form attached hereto as Exhibit D (Vendor, to permit all of the “JEANTEX Secretary’s Certificate”), certifying as MIP Shares to be fully and regularly transferred to the incumbency Vendor or its nominee(s) have been taken; (viii) all necessary assurances, transfers, assignments and specimen signatures consents, including all necessary Consents and Authorizations, and any other instruments necessary or reasonably required to effectively carry out the intent of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewithany Ancillary Agreement and to transfer the Common Shares to the Vendor, free and clear of all Encumbrances, except as may be otherwise provided herein; and (ix) a favourable legal opinion or opinions from counsel to the Purchaser as shall be agreed to by the Parties and their counsel;

Closing Procedures. Subject At the Closing, subject to the terms and conditions set forth in of this Agreement, the parties shall take the following steps: (Aa) at Closing, ▇▇▇▇▇▇▇▇ shall GP Seller will deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) Buyer a certificate, duly dated the Closing Date, executed by an a duly authorized officer person of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”)GP Seller , certifying as of the Closing Date that all (i) a true and complete copy of the representations resolutions of the managing body of GP Seller authorizing the execution, delivery, and warranties performance of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as the Ancillary Documents and the transactions contemplated hereby and thereby, which resolutions shall then be in full force and effect, and (ii) the incumbency of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ authorized persons executing this Agreement and ▇▇▇▇▇▇▇▇’▇ the Ancillary Documents on behalf of Seller Party and the Company. (b) Seller will deliver to Buyer certificates of the appropriate Secretaries of State or other deliveries in connection herewith; and 3) authority certifying as of a certificate evidencing recent date as to the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary Seller and each Relevant Company (other than EOCM) in its jurisdiction of State formation and dated no earlier than ten (10) days prior each other state where it is qualified to the Closing Datedo business. (Cc) At Closing, JEANTEX shall Seller will deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1Buyer a certification of non-foreign status executed by Seller (or, if Seller is a disregarded entity within the meaning of Treasury Regulations Section 1.1445-2(b)(2)(iii), then the owner of such disregarded entity) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEXprescribed by Treasury Regulations Section 1.1445-2(b). 3(d) a certificate, duly executed Seller will use commercially reasonable efforts to deliver to Buyer an estoppel certificate signed by the Secretary of JEANTEXcounterparty to each Real Property Lease relating to real property located in the United States, in form and substance reasonably satisfactory to Buyer. (e) Seller and GP Seller will deliver the Purchased Interests, free and clear of any Liens other than Permitted Equity Liens, to Buyer, together with appropriately executed instruments of transfer in form attached hereto and substance reasonably satisfactory to Buyer. (f) With respect to each Ancillary Document contemplated by this Agreement to be executed at Closing, the applicable parties thereto will exchange appropriately executed counterparts of such Ancillary Document. (g) Each Phantom Stock Participant will deliver an appropriately executed Phantom Stock Cancellation Agreement to Buyer. (h) Buyer will pay, by wire transfer of immediately available funds, the Closing Indebtedness (if any) as Exhibit D set forth in the Allocation Certificate. (i) Buyer will pay, by wire transfer of immediately available funds, the “JEANTEX Secretary’s Company Transaction Expenses (if any) as set forth in the Allocation Certificate”. (j) Buyer will make appropriate arrangements for the payment of Change in Control Payments in accordance with the Contracts or Applicable Legal Requirements governing such Change in Control Payments (it being understood that any such payments may be processed through the payroll of Buyer or Company and will be subject to any applicable withholding), certifying . (k) Buyer will pay or withhold the Estimated Cash Consideration as required by Article 1. (l) Subject to the incumbency and specimen signatures execution of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;Equity Consideration Restricted Stock Agreements, Parent will issue the Equity Consideration as required by Article 1.

Closing Procedures. Subject At or before Closing, the Vendor and the Purchaser shall take or cause to be taken all actions, steps and corporate proceedings necessary or desirable to validly and effectively approve or authorize the completion of the transactions herein provided for; and, upon fulfilment of all of the conditions set forth in this AgreementSections 5 and 6 which have not been waived in writing as therein provided, the Vendor shall deliver or cause to be delivered to the Purchaser all documents required to be delivered hereunder, including: (A) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate the certificates representing the 51% ▇▇▇▇▇▇▇▇ InterestPurchased Shares duly endorsed in blank for transfer; (2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 Purchased Shares duly registered in the next twelve months. In name of the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis.Purchaser; 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificatethe minute books, duly share certificate books and corporate seals of the Company; (4) the written resignation of all directors and officers of the Company and their release of all claims against the Company; (5) the written release of all claims against the Company executed by the Secretary Vendor; and (6) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement; and upon fulfilment of JEANTEXthe foregoing provisions of this Section 4 and upon fulfilment of all of the conditions set forth in Sections 5 and 6 which have not been waived in writing as therein provided, the Purchaser shall deliver the Purchase Price on the terms and conditions specified in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as Section 2 to the incumbency Vendor and specimen signatures a certified copy of the officers minutes of JEANTEX executing the meeting of the board of directors of the Purchaser which approved of the transactions contemplated by this Agreement Agreement, including the issuance of the Convertible Debenture, the Debenture and JEANTEX’s other deliveries in connection herewith;the reservation of the Consideration Shares.

Closing Procedures. Subject At or before the Closing on the Closing Date, the Vendors and the Purchaser shall take or cause to be taken all actions, steps and corporate proceedings necessary or desirable to validly and effectively approve or authorize the completion of the transactions herein provided for, and upon fulfillment of all the conditions set forth out in this AgreementArticle 4 hereof which have not been waived in writing as herein provided, the Vendors shall deliver to the Purchaser: (Aa) Certificates representing the Shares, in fully transferable form and accompanied by resolutions authorizing the transfer thereof. (The Vendors shall cause the transfers of the Shares to be fully entered in the Registers of the Corporation at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest); 2(b) an employment agreement between ▇▇▇▇▇▇▇▇ A Certificate of the Vendors dated as of the Effective Date, to the effect that, the representations and Mr. warranties set forth in Section 5.1 hereof are true and correct; (c) The Vendors' Solicitor's Closing Opinion; (d) A Postponement Agreement in a form acceptable to the Third Party Lender of the Security Agreement given by the Corporation, as Debtor, in favour of ▇▇▇▇ ▇▇▇▇▇▇▇▇ , as Secured Party, dated November 22, 1994 as amended by amendment dated November 8, 1995 (which calls for ▇▇. ▇▇Security Agreement is hereinafter referred to as the "Western GSA"); (e) The executed Employment Agreement, a true copy of which is attached as schedule "F"; (f) The executed Promissory Note; (g) The Agreement of L & S ▇▇▇▇▇▇ Enterprises Inc. to serve postpone its interest in the Purchaser in favour of a third party lender, on notice in writing to the Vendor by the Purchaser in the form attached as Chief Executive Officer and Designer of ▇▇Schedule "K". L & S ▇▇▇▇▇▇ for a minimum of three years following Enterprises Inc. agrees to execute and deliver such documents as may be reasonably required by the Closing of this transaction.Purchaser or by the third party lender to evidence such postponement; (Bh) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Termination Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as with respect to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Unanimous Shareholders Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇dated June 7, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – 1997 between ▇▇▇▇ ▇▇▇▇▇▇, the Purchaser and the Corporation; and upon fulfilment of the foregoing provisions of this Section 3.3, and upon fulfilment of all the conditions set out in Section 4.1 hereof which have not been waived in writing as herein provided, the Purchaser shall deliver to the Vendors: (a) The Cash on Closing of $500,000.00 described in Section 2.3(a) hereof; (b) The loan amount of $1,500,000.00 described in paragraph 2.4 hereof; (c) The Share Certificate for the Special Shares described in section 2.3(b) hereof; (d) A certified copy of the resolution declaring the dividend described in Section 2.3(c) hereof; (e) Proof of compliance with all Conditions Precedent to this Agreement including redemption of ▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇ ▇▇▇▇▇▇'▇ Class "C" Shares and repayment of the ▇▇’▇▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇'▇ and JEANTEX.Shareholder Loan as described in Section 2.5; 3(f) a certificate, duly The executed by USA; (g) The Certificate of the Secretary Purchaser dated as of JEANTEX, in the form attached hereto effective dated as Exhibit D (of the “JEANTEX Secretary’s Certificate”), certifying as Effective Date to the incumbency effect that the representations and specimen signatures warranties set forth in Section 5.2 hereof are true and correct; (h) The approval in writing of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries Preference Shareholders described in connection herewithSection 4.1(e); and (i) The Purchaser's Solicitor's Closing Opinion;

Closing Procedures. Subject It is contemplated that immediately following the Closing, Parent will transfer its ownership interest in Acquisition Sub to VNI, a Utah corporation and publicly traded entity whose common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) to be entered into between Parent and VNI on the Closing Date. By signing this Agreement, VNI hereby: (a) permits Seller and the Owners to rely on VNI’s representations and warranties made in the Purchase Agreement to the conditions same extent as if they were made herein; (b) agrees to be bound by the provisions of Section 5.4, 5.6, 5.7, 5.10 and Article VIII hereof; (c) undertakes to issue the VNI Shares as set forth in this AgreementSection 1.4(b); (d) undertakes to issue its shares of common stock upon conversion of the Shares in accordance with their terms; (e) represents and warrants that: (Ai) at Closingthe VNI Shares are duly authorized and, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all other than restrictions on transfer provided for under the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve Securities Act of 1933, as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A amended (the “▇▇▇▇▇▇▇▇ OfficerSecurities Act”) (ii) VNI’s Certificateshares of common stock issuable upon conversion of the Shares (the “Underlying Shares”), certifying as when issued in accordance with the terms of the Closing Date that all Certificate of Designation of the representations Series A Cumulative Convertible Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewithall Liens; and 3(iii) VNI has reserved from its duly authorized capital stock a certificate evidencing sufficient number of shares of its common stock for issuance of the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date.Underlying Shares; and (Cf) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially unconditionally guarantees Acquisition Sub’s obligations under the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)Promissory Note. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;-6-

Closing Procedures. Subject (a) At the Closing, Parent shall issue the Individual Consideration to each TRB Member or his or her designee in accordance with this Section 3.2; provided, however, that the Stock Consideration shall be decreased (i) to the extent of the portion of the Individual Consideration payable with respect to a TRB Member until such TRB Member delivers (A) a counterpart to the Investor Rights Agreement attached as Exhibit 3.4; and (B) a Stock Power attached as Exhibit 3.2 with respect to the shares of Parent Stock representing the Individual Consideration payable to such TRB Member but retained by Parent as such TRB Member's proportionate share of the Holdback in accordance with Section 3.2(c) below; and (ii) by the aggregate amount of the Holdback to be retained as security for indemnity claims as provided in Section 3.2(c) below. (b) Upon delivery to TRWC by a TRB Member at or after the Effective Time duly executed (i) counterpart to the Investor Rights Agreement attached as Exhibit 3.4; and (ii) Stock Power attached as Exhibit 3.2 with respect to the shares of Parent Stock representing the Individual Consideration payable to such TRB Member but retained by Parent as such TRB Member's proportionate share of the Holdback in accordance with Section 3.2(c) below, Parent shall promptly cause its transfer agent to deliver to the Member Agent, the stock certificates representing the Individual Consideration each TRB Member is entitled to receive for all such Company Units as provided in Section 3.2(a) above (Investor Rights Agreement and Stock Powers together, "Exchange Deliveries"). Until the Exchange Deliveries are delivered to TRWC by a TRB Member as contemplated by this Section 3.2(b), each Company Unit outstanding immediately prior to the Effective Time shall be deemed, after the Effective Time, to be cancelled by consummation of the Merger and to represent only the right to receive, upon delivery of the Exchange Deliveries, the Individual Consideration payable therefor in accordance with the provisions of this Section 3.2. (c) At the Closing, Parent shall, in accordance with the Escrow Agreement attached hereto as Exhibit 3.2(c), deliver to the escrow agent 750,000 shares of the total issued Stock Consideration as security for and to be applied to satisfy Parent or TRWC's claims for indemnification pursuant to Article 8 of this Agreement and, to the extent not used to satisfy such claims for indemnity, certificates representing such escrowed shares of the Individual Consideration shall be released from the escrow and delivered pursuant to Section 3.2(d) (such escrowed amount, as may be decreased pursuant to this Section 3.2(c), and interest accruing thereon, shall be collectively referred to herein as the "Holdback"). TRWC shall retain the Holdback for a period of time equal to that period during which the shares comprising the Stock Consideration are restricted from resale pursuant to the terms and subject to the conditions set forth in this Agreement: the Investor Rights Agreement attached as Exhibit 3.4 (A) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction"Holdback Release Date"). (Bd) at ClosingWithin ten days after the Holdback Release Date, ▇▇▇▇▇▇▇▇ shall deliver subject to JEANTEX: 1) a certificate, duly executed by an authorized officer each TRB Member's compliance with the provisions of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”Section 3.2(b), certifying as Parent shall cause (through its transfer agent) release of the Closing Date that all Holdback and delivery to each TRB Member or its designee(s), certificates representing the remaining Individual Consideration which such TRB Member is entitled to receive minus (i) the aggregate amount of setoffs or reductions validly made against the Holdback for indemnity claims resolved in favor of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ TRWC Indemnitees pursuant to be performed Article 8 prior to or as such date, and (ii) the amount needed to cover any pending unresolved claims for indemnity of Closing pertaining to this Agreement has been performed; 2) any TRWC Indemnitee asserted by a certificate, duly executed by Notice of Claim in accordance with Article 8. To the Secretary of ▇▇▇▇▇▇▇▇, in extent that the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as shares issuable to the incumbency and specimen signatures of Members from the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued Holdback as provided above are reduced by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares any setoff or reduction validly made against the Holdback for indemnity claims resolved in favor of the TRWC Indemnitees pursuant to Article 9, the aggregate amount of the Stock Consideration and the Individual Consideration payable to each Member shall be deemed adjusted accordingly by the amount of such setoff or reduction, apportioned among the Members on a pro-pro rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;

Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions set forth of closing as provided in this AgreementArticle VI, at the Closing, each of the Investors shall deliver to CEI, or to any Person as CEI may direct, respectively, the Pedevco Promissory Note, the RJ Credit Promissory Note, the Giant Dragon Promissory Note and the Acap Promissory Note. Subject to satisfaction or waiver by the relevant Party of the conditions of closing as provided in Article VI, at the Closing, Asia Sixth shall deliver to CEI, or to any Person as CEI may direct: (Aa) at ClosingThe following documents (together with the Promissory Notes, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX:collectively, the “Transfer Documents”) 1(i) a stock certificate representing copy of the 51% ▇▇▇▇▇▇▇▇ InterestAral Transfer Deed duly signed by Asia Sixth; 2(ii) an employment agreement between ▇▇▇▇▇▇▇▇ duly signed revised Charter of Aral, in the agreed form, showing CEI or the Permitted Assign as owner of the Asia Sixth Aral Interests and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve Groenzee as Chief Executive Officer and Designer the owner of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction.Groenzee Aral Interests; (Biii) at Closingpower of attorney from Asia Sixth and/or Groenzee in the agreed form between CEI and Asia Sixth to effect any re-registration of Aral Interests with Government Authorities; (iv) duly signed protocol of the general meeting of all the participants in Aral reflecting sale of the Asia Sixth Aral Interests or a certified copy of the updated register of Aral showing CEI or the Permitted Assign as owner of the Asia Sixth Aral Interests, ▇▇▇▇▇▇▇▇ shall deliver Groenzee as the owner of the Groenzee Aral Interests and CEL as the owner of the CEL Aral Interests, as applicable; (v) a duly signed irrevocable power of attorney by Asia Sixth in the agreed form necessary to JEANTEX:execute the Groenzee Transfer Deed; 1(vi) the shareholder’s register of Groenzee as well as all notarial deeds of share issuance pursuant to which Asia Sixth has acquired the Groenzee Shares; (vii) a certificate, in the agreed form, signed by a duly executed by an authorized authorised officer of ▇▇▇▇▇▇▇▇Asia Sixth dated the Closing Date, to the effect that the conditions in Section 6.1(j) and 6.1(k) (to the extent they relate to Asia Sixth) have been satisfied. (b) legal opinions in the agreed form, issued by Asia Sixth’s counsels and addressed to CEI (and, if necessary, to any Dutch civil law notary to effect the transfer of the Groenzee Shares) which addresses; (i) the corporate authorization of Asia Sixth and Groenzee to enter into the transactions contemplated in this agreement; (ii) enforcement of obligations under this agreement against Asia Sixth and Groenzee; and (iii) the corporate existence of Groenzee and the validity of the transfer of the Groenzee Shares under Dutch law; Upon such delivery of the Transfer Documents, CEI shall deliver or assign (as applicable) to: (a) each of Asia Sixth and the Investors; (i) a legal opinion, in the form attached hereto as Exhibit A agreed form, issued by CEI’s counsel and addressed to Asia Sixth and the Investors which addresses: (i) the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as corporate authorization of CEI and CEL to enter into the transactions contemplated in this agreement; (ii) enforcement of obligations under this Agreement against CEI and CEL; (iii) the corporate existence of CEI and CEL; and (iv) the Consideration Shares and the Common Shares issuable upon the exercise or conversion of the Closing Date that all Consideration Warrants, where issued, as being issued as fully paid and non-assessable shares of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed;CEI; and 2(ii) a certificate, in the agreed form, signed by a duly authorised officer of CEI dated the Closing Date, to the effect that the conditions in Section 6.2(c) and 6.2(d) have been satisfied. (b) Asia Sixth or its nominee; (i) a copy of the Aral Transfer Deed duly signed by CEI or the Permitted Assign prior approved by Asia Sixth; (ii) a copy of the Groenzee Transfer Deed duly executed by CEI or the Secretary of ▇▇▇▇▇▇▇▇, in Permitted Assign or a Dutch agent or civil law notary appointed by CEI or the form attached hereto as Exhibit B Permitted Assign; (iii) the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewithPromissory Notes; and 3(iv) a certificate evidencing the existence Asia Sixth Consideration Shares and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State Asia Sixth Consideration Warrants in accordance with Section 2.4 (in such form and dated no earlier than ten (10) days prior to the Closing Date.under such registration as Asia Sixth may direct); and (Cc) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 Each of the Investors the relevant Subscription Shares in accordance with Section 2.4 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”such form and under such registration as Asia Sixth may direct). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues Following delivery of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four monthsTransfer Documents, the amount of vested shares Promissory Notes shall be adjusted cancelled by Asia Sixth and marked accordingly on a pro-rata basisso. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of JEANTEX executing this Agreement and JEANTEX’s other deliveries in connection herewith;