Common use of Plan Adopted Clause in Contracts

Plan Adopted. A plan of merger whereby M3 merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI. (c) When this Plan of Merger shall become effective, the separate existence of M3 shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and Georgia, if any. (e) The Surviving Corporation will carry on business with the assets of M3, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A. (g) The M3 Stockholders will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock surrendered by the M3 Stockholders, EGPI will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 San West merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 San West shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 LightingSan West, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIHuman BioSystems. (c) When this Plan of Merger shall become effective, the separate existence of M3 San West shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 San West and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and GeorgiaCalifornia, if any. (e) The Surviving Corporation will carry on business with the assets of M3San West, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A.NRS. (g) The M3 San West Stockholders will surrender all of their shares of the M3 San West Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 San West Common Stock surrendered by the M3 San West Stockholders, EGPI Human BioSystems will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Human BioSystems Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 400,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued or outstanding. (k) The authorized capital stock of M3 San West is 100,000,000 25,000,000 shares of common stock, par value $0.01 0.001 per share, of which 10,200,000 4,136,836 shares are issued and outstanding held by seven M3 33 San West Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges merging ▇-▇ Merger Sub with and into the Subsidiary Quality Resource Technologies (this “Plan of Merger”), pursuant to the provisions of Chapter 92A Articles 5.01, et seq., of the Nevada Revised Statutes Texas Business Corporation Act (the “NRSTBCA”), Title 14 Section 252 of the Georgia Code Delaware General Corporation Law (the “O.C.G.A.DGCL”), and Section 368(a)(2)(E368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 ▇-▇ Merger Sub shall be merged with and into the SubsidiaryQuality Resource Technologies, to exist and be governed by the laws of the State of NevadaDelaware. (b) The Subsidiary Quality Resource Technologies shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI). (c) When this Plan of Merger shall become effective, the separate existence of M3 ▇-▇ Merger Sub shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 ▇-▇ Merger Sub and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the “Merger”). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaDelaware, if any. (e) The Surviving Corporation will carry on business with the assets of M3▇-▇ Merger Sub, as well as the assets of the SubsidiaryQuality Resource Technologies. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A Articles 5.01, et seq., of the NRS and Title 14 TBCA or Section 262 of the O.C.G.A.DGCL. (g) The M3 Stockholders shareholders of ▇-▇ Merger Sub will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock ▇-▇ Merger Sub surrendered by its shareholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such shareholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common stock. (i) The presently issued shares of Quality Resource Technologies will be cancelled. (j) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder shareholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 ▇-▇ Merger Sub is 100,000,000 100,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. (l) The authorized capital stock of Quality Resource Technologies is 200,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 one share is issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”)outstanding.

Plan Adopted. A plan of merger whereby M3 merges merging Capitol Group Holdings with and into the Subsidiary AMTI (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “"NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), ") and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Capitol Group Holdings shall be merged with and into the SubsidiaryAMTI, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary AMTI shall be the surviving corporation (the “Surviving Corporation”) Corporation and its name shall be changed to M3 Lighting, Inc. The Capitol Group Holdings Corporation (the "Surviving Corporation will continue to be a wholly-owned subsidiary of EGPICorporation"). (c) When this Plan of Merger shall become effective, the separate existence of M3 Capitol Group Holdings shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Capitol Group Holdings and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3Capitol Group Holdings, as well as the assets of the SubsidiaryAMTI. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A.NRS. (g) The M3 Stockholders stockholders of Capitol Group Holdings will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock Capitol Group Holdings surrendered by its stockholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common stock. (i) A copy The stockholders of this Plan AMTI will keep their shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 the Subsidiary merges with and into the Subsidiary TRQ (this “Plan of Merger”), pursuant to the provisions of Chapter 92A Section 251, et seq., of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”)Delaware General Corporation Law, and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 The Subsidiary shall be merged with and into the SubsidiaryTRQ, to exist and be governed by the laws of the State of NevadaDelaware. (b) The Subsidiary TRQ shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lightingcontinue as TRQ, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIQuality Resource Technologies. (c) When this Plan of Merger shall become effective, the separate existence of M3 the Subsidiary shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 the Subsidiary and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaDelaware, if any. (e) The Surviving Corporation will carry on business with the assets of M3TRQ, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A the laws of the NRS and Title 14 of the O.C.G.A.Delaware. (g) The M3 TRQ Stockholders will surrender all of their shares of the M3 TRQ Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 TRQ Common Stock surrendered by the M3 TRQ Stockholders, EGPI Quality Resource Technologies will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Quality Resource Technologies Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 200,000,000 shares of common stock, $0.01 par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding, and 10,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued or outstanding. (k) The authorized capital stock of M3 TRQ is 100,000,000 1,000 shares of common stock, no par value $0.01 per share, of which 10,200,000 100 shares are issued and outstanding held by seven M3 TRQ Stockholders, all of whom who are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 the Subsidiary merges with ------------- and into the Subsidiary CCI (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “"NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), ") and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 The Subsidiary shall be merged with and into the SubsidiaryCCI, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary CCI shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”") and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPICharys. (c) When this Plan of Merger shall become effective, the separate existence of M3 the Subsidiary shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 the Subsidiary and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3the Subsidiary, as well as the assets of the SubsidiaryCCI. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A.NRS. (g) The M3 Stockholders CCI Shareholders will surrender all of their shares of the M3 CCI Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 CCI Common Stock surrendered by the M3 StockholdersCCI Shareholders, EGPI Charys will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Charys Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder shareholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 10,000 shares of common stock, par value $0.001 per share (the “"Subsidiary Common Stock”"), of which one share is 1,000 shares are issued and outstanding. (k) The authorized capital stock of M3 CCI is 100,000,000 25,000,000 shares of common stock, par value $0.01 per sharethe CCI Common Stock, of which 10,200,000 18,000,000 shares are issued and outstanding held by seven M3 Stockholdersoutstanding, all of whom which are “accredited investors” held by the CCI Shareholders as defined in the Securities Act of 1933, as amended (the “Securities Act”).described on Attachment A hereto. ------------

Plan Adopted. A plan of merger whereby M3 P▇▇▇ Sub Two merges with and into the Subsidiary AFFS (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”)Statutes, Title 14 Section 1101 of the Georgia Code (the “O.C.G.A.”)California Corporations Code, and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 P▇▇▇ Sub Two shall be merged with and into the SubsidiaryAFFS, to exist and be governed by the laws of the State of NevadaCalifornia. (b) The Subsidiary AFFS shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”") and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIEnvironmental Technologies. (c) When this Plan of Merger shall become effective, the separate existence of M3 P▇▇▇ Sub Two shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 P▇▇▇ Sub Two and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada California and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3AFFS, as well as the assets of the SubsidiaryP▇▇▇ Sub Two. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS Nevada Revised Statutes and Title 14 of the O.C.G.A.California Corporations Code. (g) The M3 Stockholders stockholders of AFFS will surrender all of their shares of the M3 AFFS Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 AFFS Common Stock surrendered by the M3 Stockholdersstockholders of AFFS, EGPI Environmental Technologies will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Environmental Technologies Common Stock. (i) A copy of this Plan of Merger will be furnished by Environmental Technologies, the Surviving Corporation, on request and without cost, to any sole stockholder of any constituent corporation. (j) The authorized capital stock P▇▇▇ Sub Two, will surrender its shares of the Subsidiary is 10,000,000 P▇▇▇ Sub Two Common Stock held by it in exchange for shares of common stock, par value $0.001 per share (the “Subsidiary AFFS Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges merging International Trust with and ------------- into the Subsidiary Marmion Industries (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “"NRS”"), Title 14 Chapter 607 of the Georgia Code Florida Statutes (the “O.C.G.A.”"FS"), and Section 368(a)(2)(E368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 International Trust shall be merged with and into the SubsidiaryMarmion Industries, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary Marmion Industries shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI"). (c) When this Plan of Merger shall become effective, the separate existence of M3 International Trust shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 International Trust and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3International Trust, as well as the assets of the SubsidiaryMarmion Industries. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A 607 of the NRS and Title 14 of the O.C.G.A.FS. (g) The M3 Stockholders stockholders of International Trust will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock International Trust surrendered by its shareholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such shareholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common stock. (i) A copy The shareholders of this Plan Marmion Industries will keep their shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan Plan of merger whereby M3 merges with of the Merging Corporation and into the Subsidiary (this “Plan of Merger”)Surviving Corporation, pursuant to the provisions of Chapter 92A 40 of the Nevada Revised Statutes (the “NRS”), Title 14 23 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amendedIndiana Code, is adopted as follows: (a) M3 The Merging Corporation shall be merged with and into the SubsidiarySurviving Corporation, to exist and be governed by the laws of the State of NevadaMaryland. (b) The Subsidiary name of the Surviving Corporation shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 LightingTITAN HOLDINGS, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIINC. (c) When this Plan of Merger shall become effective, the separate corporate existence of M3 the Merging Corporation shall cease cease, and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties property of M3 the Merging Corporation and shall be subject to all the debts and liabilities of such corporation the Merging Corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon on the property of each constituent entity corporation shall be preserved unimpaired, limited in lien to the property affected by such the liens immediately prior to the Mergermerger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and Georgia, if any. (e) The Surviving Corporation will carry on business with the assets of M3the Merging Corporation, as well as with its own assets. The Merging Corporation does not own any interest in the assets Surviving Corporation. (e) Each constituent corporation has shares of the Subsidiaryfollowing classes and series, in the number and with or without voting rights as specified here: (1) Titan Holdings, Inc. has 1,000 authorized shares in the class designated as common stock, and this class is entitled to vote. (2) Northern Business Acquisition Corp. has 150,000,000 shares in the class designated as common stock, and this class is entitled to vote; 10,000,000 shares in the class designated as preferred stock and this class is entitled to vote. (f) The Surviving Corporation will be responsible for the payment shareholders of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A. (g) The M3 Stockholders Merging Corporation will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forthforth below. (hg) In exchange for the shares of the M3 Common Stock Merging Corporation surrendered by its shareholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them these shareholders, on the basis hereinafter set forthforth in Article 3 below, shares of the EGPI its Common Stock. (ih) A copy The shareholders of this Plan the Surviving Corporation will retain their shares as shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 Majestic Refilter merges with and into the Subsidiary ARS Products (this “"Plan of Merger”"), pursuant to the provisions of the Delaware General Corporation Law (the "DGCL"), Chapter 92A of the Nevada Revised Statutes (the “"NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”"), and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Majestic Refilter shall be merged with and into the SubsidiaryARS Products, to exist and be governed by the laws of the State of NevadaDelaware. (b) The Subsidiary ARS Products shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI"). (c) When this Plan of Merger shall become effective, the separate existence of M3 Majestic Refilter shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Majestic Refilter and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States states of Nevada Delaware and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3Majestic Refilter, as well as the assets of the SubsidiaryARS Products. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS DGCL and Title 14 of the O.C.G.A.NRS. (g) The M3 Stockholders stockholders of Majestic Refilter will surrender all of their shares of the M3 Common Majestic Refilter Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Majestic Refilter Stock surrendered by the M3 Stockholdersstockholders of Majestic Refilter, EGPI ARSN will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common ARSN Stock. (i) A copy ARSN, the sole stockholder of this Plan ARS Products, will keep its shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 Terra Asset Management merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 Section 252 of the Georgia Code Delaware General Corporation Law (the “O.C.G.A.DGCL”), and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Terra Asset Management shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIBioflamex. (c) When this Plan of Merger shall become effective, the separate existence of M3 Terra Asset Management shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Terra Asset Management and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and GeorgiaDelaware, if any. (e) The Surviving Corporation will carry on business with the assets of M3Terra Asset Management, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 or Section 262 of the O.C.G.A.DGCL. (g) The M3 Stockholders Terra Asset Management Shareholders will surrender all of their shares of the M3 Terra Asset Management Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Terra Asset Management Common Stock surrendered by the M3 StockholdersTerra Asset Management Shareholders, EGPI Bioflamex will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Bioflamex Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder shareholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 1,000 shares of common stock, par value $0.001 0.01 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 Terra Asset Management is 100,000,000 1,000 shares of common stock, $0.01 par value $0.01 per share, of which 10,200,000 1,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”)outstanding.

Plan Adopted. A plan of merger whereby M3 688239 B.C. merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A laws of the Nevada Revised Statutes (Province of British Columbia and the “NRS”), Title 14 State of the Georgia Code (the “O.C.G.A.”), Wyoming and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 688239 B.C. shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of NevadaWyoming. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 LightingRCI Solar, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIGlobal Earth. (c) When this Plan of Merger shall become effective, the separate existence of M3 688239 B.C. shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 688239 B.C. and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada Wyoming and Georgiathe Province of British Columbia, if any. (e) The Surviving Corporation will carry on business with the assets of M3688239 B.C., as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A the laws of the NRS and Title 14 Province of the O.C.G.A.British Columbia. (g) The M3 Stockholders 688239 B.C. Stockholder will surrender all of their his shares of the M3 688239 B.C. Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 688239 B.C. Common Stock surrendered by the M3 Stockholders688239 B.C. Stockholder, EGPI Global Earth will issue and transfer to them him on the basis hereinafter set forth, shares of the EGPI Global Earth Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 800,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding, and 100,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued or outstanding. (k) The authorized capital stock of M3 688239 B.C. is 100,000,000 10,000 shares of common stock, without par value $0.01 per share, of which 10,200,000 5,000 shares are issued and outstanding held by seven M3 Stockholdersthe 688239 B.C. Stockholder, all who is the sole stockholder of whom are 688239 B.C., and an “accredited investorsinvestor” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 HMM Capital merges with and into the Subsidiary ARS Products (this “"Plan of Merger”"), pursuant to the provisions of the Delaware General Corporation Law (the "DGCL"), Chapter 92A of the Nevada Revised Statutes (the “"NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”"), and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 HMM Capital shall be merged with and into the SubsidiaryARS Products, to exist and be governed by the laws of the State of NevadaDelaware. (b) The Subsidiary ARS Products shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI"). (c) When this Plan of Merger shall become effective, the separate existence of M3 HMM Capital shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 HMM Capital and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States states of Nevada Delaware and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3HMM Capital, as well as the assets of the SubsidiaryARS Products. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS DGCL and Title 14 of the O.C.G.A.NRS. (g) The M3 Stockholders stockholders of HMM Capital will surrender all of their shares of the M3 Common HMM Capital Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common HMM Capital Stock surrendered by the M3 Stockholdersstockholders of HMM Capital, EGPI ARSN will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common ARSN Stock. (i) A copy ARSN, the sole stockholder of this Plan ARS Products, will keep its shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges with merger-reorganization of E&M and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, OIL is adopted as follows: (a) M3 E&M shall be merged with and into the Subsidiary, OIL to exist and be governed by the laws of the State of NevadaBermuda. (b) The Subsidiary shall be name of the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI"OMNINET INTERNATIONAL LTD." (c) When this Plan of Merger shall become effective, the The separate existence of M3 the constituent corporations shall cease and the Surviving Corporation surviving corporation shall succeed, without other transfer, to all the rights and properties property of M3 each of the constituent corporations, and shall be subject to all the debts and liabilities of such corporation each, in the same manner as if the Surviving Corporation had surviving corporation has itself incurred them. All rights of creditors and all liens upon the property of each constituent entity corporation shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Mergermerger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and Georgia, if any. (e) The Surviving Corporation surviving corporation will carry on business with the assets of M3, E&M as well as with the assets of the SubsidiaryOIL. (fe) The Surviving Corporation will be responsible for the payment shareholders of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A. (g) The M3 Stockholders E&M will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (hf) In exchange for the shares of the M3 Common Stock OIL surrendered by its shareholders, the M3 Stockholders, EGPI surviving corporation will issue and transfer to them such shareholders on the basis hereinafter set forth, shares of its common stock. (g) The shareholders of E&M, in the EGPI Common Stockaggregate, will acquire stock of the surviving corporation equal to not to exceed five percent (5%) of all of the outstanding stock of the surviving corporation. (h) The shareholders of OIL will retain their shares as shares of the surviving corporation. (i) A copy The Board of this Plan Directors of Merger will be furnished by E&M, pending the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock effective date of the Subsidiary is 10,000,000 merger, as described in Section 1.02 below, if it deems it in the best interest of its shareholders, may change the name of the corporation to OMNINET, or a similar name that may be available under the laws of the State of Nevada (together with adopting a new symbol for its trading on the OTC Bulletin Board System) and may effectuate a reverse split on the basis of not to exceed one (1) share for each 35.233946 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), stock of which one share is issued and E&M currently outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 Litigation Dynamics merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A Article 5.01, et seq., of the Nevada Revised Statutes Texas Business Corporation Act (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.TBCA”), and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Litigation Dynamics shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of NevadaTexas. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPIVR Holdings. (c) When this Plan of Merger shall become effective, the separate existence of M3 Litigation Dynamics shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Litigation Dynamics and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and GeorgiaTexas, if any. (e) The Surviving Corporation will carry on business with the assets of M3Litigation Dynamics, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A Article 5.01, et seq., of the NRS and Title 14 of the O.C.G.A.TBCA. (g) The M3 Stockholders Litigation Dynamics Shareholders will surrender all of their shares of the M3 Litigation Dynamics Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Litigation Dynamics Common Stock surrendered by the M3 StockholdersLitigation Dynamics Shareholders, EGPI VR Holdings will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI VR Holdings Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder shareholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 1,000 shares of common stock, par value $0.001 0.01 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 Litigation Dynamics is 100,000,000 100,000 shares of common stock, $0.01 par value $0.01 per share, of which 10,200,000 100,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”)outstanding.

Plan Adopted. A plan of merger whereby M3 merges merging Green Mountain New Hampshire with and into the Subsidiary Green Mountain Nevada (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 Section A:11.01 of the Georgia Code (the “O.C.G.A.”), New Hampshire Business Corporation Act and Section 368(a)(2)(E368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Green Mountain New Hampshire shall be merged with and into the SubsidiaryGreen Mountain Nevada, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary Green Mountain Nevada shall be the surviving corporation Surviving Corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI). (c) When this Plan of Merger shall become effective, the separate existence of M3 Green Mountain New Hampshire shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Green Mountain New Hampshire and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the “Merger”). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3, Green Mountain New Hampshire as well as the assets of the SubsidiaryGreen Mountain Nevada. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A Section A:13.02 of the NRS and Title 14 of the O.C.G.A.New Hampshire Business Corporation Act. (g) The M3 Stockholders stockholders of Green Mountain New Hampshire will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock Green Mountain New Hampshire surrendered by its stockholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common and/or preferred stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges merging Ozolutions with and into the Subsidiary ------------- International Development (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “"NRS”"), Title 14 Section 252 of the Georgia Code (the “O.C.G.A.”), Delaware General Corporation Law and Section 368(a)(2)(E368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Ozolutions shall be merged with and into the SubsidiaryInternational Development, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary International Development shall be the surviving corporation Surviving Corporation (the “"Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI"). (c) When this Plan of Merger shall become effective, the separate existence of M3 Ozolutions shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Ozolutions and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3Ozolutions, as well as the assets of the SubsidiaryInternational Development. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A Section 262 of the NRS and Title 14 of the O.C.G.A.Delaware General Corporation Law. (g) The M3 Stockholders stockholders of Ozolutions will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock Ozolutions surrendered by its stockholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common stock. (i) A copy The stockholders of this Plan International Development will keep their shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges merging ATNG Texas with and into the Subsidiary ------------- ATNG Nevada (this “"Plan of Merger”"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “"NRS”"), Title 14 Article 5 of the Georgia Code Texas Business Corporation Act (the “O.C.G.A.”"TBCA"), and Section 368(a)(2)(E368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 ATNG Texas shall be merged with and into the SubsidiaryATNG Nevada, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary ATNG Nevada shall be the surviving corporation (the “Surviving Corporation”) Corporation and its name shall be changed to M3 Lighting, ATNG Inc. The (the "Surviving Corporation will continue to be a wholly-owned subsidiary of EGPICorporation"). (c) When this Plan of Merger shall become effective, the separate existence of M3 ATNG Texas shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 ATNG Texas and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3ATNG Texas, as well as the assets of the SubsidiaryATNG Nevada. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A Sections 5.11, 5.12, and 5.13 of the NRS and Title 14 of the O.C.G.A.TBCA. (g) The M3 Stockholders stockholders of ATNG Texas will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock ATNG Texas surrendered by its stockholders, the M3 Stockholders, EGPI Surviving Corporation will issue and transfer to them such stockholders on the basis hereinafter set forth, shares of the EGPI Common Stockits common stock. (i) A copy The stockholders of this Plan ATNG Nevada will keep their shares of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

Plan Adopted. A plan of merger whereby M3 merges ▇▇▇▇ ▇▇▇▇▇▇ with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), ) and Section 368(a)(2)(E368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 ▇▇▇▇ shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation Surviving Corporation and its name shall be changed to ▇▇▇▇ Nutrition (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI▇▇▇▇▇▇▇▇. (c) When this Plan of Merger shall become effective, the separate existence of M3 ▇▇▇▇ shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 ▇▇▇▇ and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States State of Nevada and GeorgiaNevada, if any. (e) The Surviving Corporation will carry on business with the assets of M3▇▇▇▇, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A.NRS. (g) The M3 ▇▇▇▇ Stockholders will surrender all of their shares of the M3 ▇▇▇▇ Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 ▇▇▇▇ Common Stock surrendered by the M3 ▇▇▇▇ Stockholders, EGPI ▇▇▇▇▇▇▇▇ will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI ▇▇▇▇▇▇▇▇ Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 1,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is 1,000 shares are issued and outstanding. (k) The authorized capital stock of M3 ▇▇▇▇ is 100,000,000 400,000,000 shares of common preferred stock, par value $0.01 per shareshare (the “▇▇▇▇ Preferred Stock”) and 5,000,000,000 shares of the ▇▇▇▇ Common Stock. As of the date of this Agreement, there are 126,614,995 shares of the ▇▇▇▇ Preferred Stock and 2,221,817,606 shares of the ▇▇▇▇ Common Stock duly and validly issued and outstanding, fully paid, and non-assessable. Before the Effective Date, hereinafter defined, all shares of the ▇▇▇▇ Preferred Stock shall be converted into shares of the ▇▇▇▇ Common Stock, and the ▇▇▇▇ Common Stock will be reverse split into 667,314 shares (the “▇▇▇▇ Corporate Action”), whereupon, as of the Effective Date, then there will be 127,282,309 shares of the ▇▇▇▇ Common Stock duly and validly issued and outstanding, fully paid, and non-assessable and subject to the terms of the Merger held by 67 ▇▇▇▇ Stockholders, of which 10,200,000 shares are issued and outstanding held by seven M3 Stockholders, all of whom are no more than 35 will be “unaccredited investors” after referencing the term “accredited investorsinvestor” as defined in the Securities Act of 1933, as amended (the “Securities Act”). (l) Before the Effective Date, with respect the ▇▇▇▇ Common Stock, ▇▇▇▇ shall file a Form 15 with the United States Securities and Exchange Commission (the “SEC”) which will contain a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934, as amended.

Plan Adopted. A plan of merger whereby M3 Cranston merges with and ------------- into the Subsidiary (this “"Plan of Merger”"), pursuant to the provisions of Article 9 of the New York Business Corporation Law (the "NYBCL"), Chapter 92A of the Nevada Revised Statutes (the “"NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”"), and Section 368(a)(2)(E368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 Cranston shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation (the “"Surviving Corporation”") and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI.Med-X. (c) When this Plan of Merger shall become effective, the separate existence of M3 Cranston shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 Cranston and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and GeorgiaNew York, if any. (e) The Surviving Corporation will carry on business with the assets of M3Cranston, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 9 of the NYBCL or Chapter 92A of the NRS and Title 14 of the O.C.G.A.NRS. (g) The M3 Cranston Stockholders will surrender all of their shares of the M3 Cranston Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Cranston Common Stock surrendered by the M3 Cranston Stockholders, EGPI Med-X will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Med-X Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 200,000,000 shares of common stock, par value $0.001 per share (the “"Subsidiary Common Stock”"), of which one share is issued and outstanding, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued or outstanding. (k) The authorized capital stock of M3 Cranston is 100,000,000 200 shares of common stock, no par value $0.01 per share, of which 10,200,000 200 shares are issued and outstanding held by seven M3 Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”)outstanding.