Common use of The Acquisition Clause in Contracts

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

The Acquisition. 1.1 The Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the Cellynx Shareholders hereby will sell, convey, assign, transfer and TURINCO hereby purchasesdeliver to Norpac one or more stock certificates representing the Cellynx Shares, 4,500,000 common and as consideration for the acquisition of the Cellynx Shares, Norpac will issue to each Cellynx Shareholder, in exchange for such Cellynx Shareholder’s pro rata portion of the Cellynx Shares, one or more stock certificates representing the number of shares of ARVANANorpac Common Stock set forth opposite such Cellynx Shareholder’s name in Column II on Schedule 1.1(a) attached hereto (collectively, which represents 100the “Norpac Shares”). The Norpac Shares outstanding before Closing shall equal 30.1% of the outstanding shares of ARVANANorpac common stock at the time of Closing. For example, in exchange for 4,500,000 restricted common if there are 37,597,890 shares of TURINCO Norpac common stock outstanding immediately prior to the Closing, then there shall be 87,465,460 shares of Norpac common stock issued to the Cellynx Shareholders at Closing (the “Total Norpac Common Shares”). The Shares of ARVANA exchanged and In the Shares of TURINCO issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which event that there is an insufficient number of Shares are incorporated herein by reference. 1.2 Concurrent authorized but unissued Norpac common stock to issue to the Cellynx Shareholders in accordance with the execution of this Agreementprior paragraph, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO then Norpac shall issue all available authorized but unissued common stock among the Cellynx Shareholders in a letter to the transfer agent of TURINCO with a copy of the resolution of the pro rata manner. Norpac’s Board of Directors shall then establish a class of TURINCO authorizing and directing the issuance Series A Preferred Stock. Norpac shall issue to Cellynx Shareholders that number of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each Shareholder confirms that they are transferring their shares of ARVANA to TURINCONorpac Series A Preferred Stock that may be convertible into Norpac common stock, free and clear of all claims and encumbrances. 1.4 Following such that, the issuance of TURINCO shares to the Shareholders, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with underlying the acquisition which have not been registered under Series A Preferred Stock plus the 1933 Act by virtue of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares Common Stock actually issued to the Shareholder Cellynx Shareholders equals the Total Norpac Common Shares. Immediately after Closing, Norpac shall amend its articles of incorporation to increase the authorized number of shares of Common Stock to 200,000,000 or such other number sufficient to enable the Cellynx Shareholders to convert their Norpac Preferred Stock into Common Stock and may also cancel such sharesto permit all options, for no consideration, if the letter is not received within 90 days of the date of this Agreementwarrants and convertible notes described in Section 1.4 below to be exercised or converted into Norpac common stock. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.

The Acquisition. 1.1 2.1 The Shareholders Kraft Shareholder hereby sell, and TURINCO hereby purchases, 4,500,000 common shares of ARVANA, which represents 100% of agrees to sell to Solar Thin the outstanding shares of ARVANA, Kraft Shares in exchange for 4,500,000 restricted common shares of TURINCO (the “Shares”). The Acquisition Shares of ARVANA exchanged on the Closing Date and to transfer to Solar Thin on the Closing Date a 100% undivided interest in and to the Kraft Shares of TURINCO issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by referencefree from all liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto. 1.2 Concurrent with the execution of this Agreement, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent of TURINCO with a copy of the resolution of the Board of Directors of TURINCO authorizing and directing the issuance of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each 2.2 The Kraft Shareholder confirms agrees that they are transferring their shares of ARVANA to TURINCOacquiring the Acquisition Shares for investment purposes and will not offer, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the Shareholderssell or otherwise transfer, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with the acquisition which have not been registered under the 1933 Act by virtue pledge or hypothecate any of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended. The shares have been acquired for investment and may ) directly or indirectly unless: (a) the sale is to Solar Thin; (b) the sale is made pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not be sold or offered for sale in the absence of an effective Registration Statement for the shares require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Solar Thin an opinion of counsel to the Corporation that effect or such registration is not required. 1.6 Each other written opinion as may be reasonably required by Solar Thin. The Kraft Shareholder confirms that they understand acknowledge that the TURINCO shares are being issued in reliance on certificates representing the exemption provided in Section 4(2) of Acquisition Shares shall bear the 1933 Act and confirms they willfollowing legend: NO SALE, within 30 days of the date of this AgreementOFFER TO SELL, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is deliveredOR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such sharesAS AMENDED, for no consideration, if the letter is not received within 90 days of the date of this AgreementIN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.

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

The Acquisition. 1.1 The Shareholders hereby sellAt the Closing, and TURINCO hereby purchases, 4,500,000 common shares (i) each outstanding share of ARVANA, which represents 100% Dwango Common Stock that a shareholder of the outstanding shares of ARVANA, DWANGO elects to exchange shall be acquired by WOODLAND in exchange for 4,500,000 restricted common 1.3934814 (the "Exchange Ratio") shares of TURINCO Woodland Common Stock (all such shares of Woodland Common Stock so issued being referred to as the “"Shares”"), and (ii) each outstanding warrant, option and convertible note of DWANGO that a holder thereof elects to exchange shall be acquired by WOODLAND in exchange for a comparable convertible note, warrant or option, as applicable, of WOODLAND, provided that the number of shares of Woodland Common Stock for which such WOODLAND note, warrant or option shall be exercisable or convertible shall be the number of shares for which the exchanged DWANGO note, option or warrant was exercisable or convertible multiplied by the Exchange Ratio, and the conversion or exercise price of the WOODLAND convertible note, option or warrant issued shall be the conversion or exercise price of the DWANGO convertible note, option or warrant divided by the Exchange Ratio. The Shares securities of ARVANA DWANGO to be exchanged and the Shares securities of TURINCO WOODLAND to be issued in this transaction shall be exchanged and issued as set forth in Exhibit Exhibits A and A-1 to this Agreement Agreement, which number Exhibits shall be supplemented prior to Closing in respect of Shares are incorporated herein securities issued by referenceDWANGO after the date hereof. 1.2 Concurrent with At the execution of this AgreementClosing, the ARVANA shareholders listed in Exhibit A will (i) WOODLAND shall deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a transmittal letter directed to the transfer agent of TURINCO with a copy of the resolution of the Board of Directors of TURINCO authorizing and WOODLAND directing the issuance of TURINCO shares the Shares to the shareholders of DWANGO as set forth on Exhibit A to this Agreement, or alternatively deliver some or all of the Shares at the Closing, in either case upon delivery by the DWANGO shareholders of certificates for the shares of Dwango Common Stock listed on Exhibit A, and (ii) the holders of convertible notes, warrants and options of DWANGO shall deliver such securities to WOODLAND for cancellation, and WOODLAND shall issue a comparable convertible note, warrant or option, as applicable, in accordance with Section 1.1 hereof. In the event that a holder of Dwango Common Stock or notes, options or warrants convertible into Dwango Common Stock who elects to exchange such securities pursuant to this Agreement does not deliver such securities at Closing, such securities shall after the Closing represent only the right to receive the WOODLAND securities into which the DWANGO securities are exchangeable, subject to delivery of the DWANGO securities to WOODLAND. After Closing, WOODLAND shall for all purposes be deemed to be the owner of such DWANGO securities agreed to be exchanged pursuant to this Agreement. 1.3 Each Shareholder confirms that they are transferring their Following the reorganization, assuming no exercise or conversion of any derivative securities of DWANGO and the exchange by each DWANGO shareholder pursuant hereto of all shares of ARVANA to TURINCO, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the ShareholdersDwango Common Stock held by them, there will be a total of 13,786,000 common shares, $.001 par value, 5,623,157 shares of Woodland Common Stock issued and outstanding outstanding, after giving effect to the reverse stock split contemplated by Section 2.2(d) hereof and the surrender of shares of Woodland Common Stock by the Woodland Stockholder as described in TURINCO Section 2.2(e), of which 4,963,157 shall be owned by current holders of Dwango Common Stock and 660,000 shall be owned by the current holders of Woodland Common Stock, and no preferred shares of Woodland Preferred Stock will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with the acquisition which have not been registered under the 1933 Act by virtue of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such shares, for no consideration, if the letter is not received within 90 days of the date of this Agreement. 1.7 As soon as practicable hereafter, three nominees of ARVANA will be appointed to the Board of Directors of TURINCO to fill current vacancies, making the Board of Directors of TURINCO a body of five directors.