AGREEMENT AND PLAN OF SHARE EXCHANGE by and among Ceelox, Inc., a Florida corporation and the Shareholders of Ceelox, Inc. listed herein, on the one hand; and Nicaragua Rising, Inc., a Nevada corporation, and Sunflower Capital, LLC, a Missouri limited...Agreement and Plan of Share • February 12th, 2010 • Nicaragua Rising Inc. • Real estate agents & managers (for others) • Kansas
This Agreement and Plan of Share Exchange, dated as of February 12, 2010 (this “Agreement”), is made and entered into by and among Ceelox, Inc., a Florida corporation (“Ceelox Sound”), and the shareholders, warrant and option holders of Ceelox listed on Schedule I attached hereto (each, a “Ceelox Shareholder”, collectively, the “Ceelox Shareholders”), on the one hand; and Nicaragua Rising, Inc., a publicly traded Nevada corporation (OTCBB: NCRG) (“Nicaragua”), and Sunflower Capital, LLC, a Missouri limited liability company and the majority shareholder of Nicaragua (“Sunflower”), on the other hand.
