the State of Delaware Uses in Organization and Standing Clause

Organization and Standing from Agreement of Merger and Plan of Reorganization

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on December 28, 2016 by and among International Metals Streaming Corp., a Nevada corporation ("Pubco"), EPT Acquisition Corporation, a Delaware corporation ("Merger Sub"), and a direct wholly-owned subsidiary of Pubco, and Environmental Packaging Technologies, Inc., a Delaware corporation ("EPT").

Organization and Standing. Pubco is a corporation duly organized and existing in good standing under the laws of the State of Nevada. Merger Sub is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Pubco and Merger Sub have heretofore delivered to EPT complete and correct copies of their respective Articles or Certificate of Incorporation and By-Laws as now in effect. Pubco and Merger Sub have full corporate power and authority to carry on their respective businesses as they are now being conducted and as now proposed to be conducted and to own or lease their respective properties and assets. Neither Pubco nor Merger Sub has any subsidiaries (except Pubco's ownership of Merger Sub) or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. Pubco owns all of the issued and outstanding capital stock of Merger Sub free and clear of all Liens, and Merger Sub has no outstanding options, warrants or rights to purchase capital stock or other securities of Merger Sub, other than the capital stock owned by Pubco. Unless the context otherwise requires, all references in this Article III to "Pubco" shall be treated as being a reference to Pubco and Merger Sub taken together as one enterprise.

Organization and Standing from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2015 (this "Agreement"), by and among Attunity Ltd., a company organized under the laws of the State of Israel ("Parent"), Attunity Inc., a corporation organized under the laws of the State of Massachusetts and a wholly owned subsidiary of Parent ("Buyer"), Atlas Acquisition Sub 1, LLC, a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of Buyer ("Merger Sub 1"), Atlas Acquisition Sub 2, LLC, a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of Buyer ("Merger Sub 2" and together with Merger Sub 1, "Merger Subs"), Appfluent Technology, Inc., a corporation organized under the laws of the State of Delaware (the "Company") and Frank Gelbart, as the Stockholders' Representative.

Organization and Standing. Parent is a corporation duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to own, lease, license, use and operate its assets and properties and to carry on its business as now being conducted. Buyer is a company duly organized, validly existing and in good standing under the laws of the State of Massachusetts. Merger Sub 1 and Merger Sub 2 are limited liability companies duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization and Standing from Note Conversion Agreement

This NOTE CONVERSION AGREEMENT (the Agreement) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the Company), and Pope Investments II, LLC (the Investor).

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted.

Organization and Standing from Note Conversion Agreement

This NOTE CONVERSION AGREEMENT (the Agreement) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the Company), and Pope Investments II, LLC (the Investor).

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted.

ORGANIZATION AND STANDING from Agreement and Plan of Reorganization

This Agreement and Plan of Reorganization (this Agreement) is made and entered into as of October 9, 2013 (the Agreement Date), by and among Synpatics Incorporated, a Delaware corporation (Acquirer), Itsme Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer (Sub I), Itsme Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquirer (Sub II, together with Sub I, the Merger Subs), Validity Sensors, Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as Merger Consideration Recipients Agent (as defined in Section 8.4(a)).

ORGANIZATION AND STANDING. Each of Acquirer and Sub I are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquirer has the corporate power to own its properties and conduct its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would result in a material adverse effect on the Acquirer. Neither Acquirer nor Merger Sub I is in violation of any of the provisions of its certificate of incorporation or bylaws. Sub II is a limited liability company duly organized and in good standing under the laws of the State of Delaware. Sub II is not in violation of any of the provisions of its Certificate of Formation or Limited Liability Company Agreement.

Organization and Standing from Unit Purchase Agreement

THIS UNIT PURCHASE AGREEMENT (this Agreement) is entered into as of February 22, 2013, by and among Heska Corporation, a Delaware corporation (the Purchaser), Cuattro Veterinary USA, LLC, a Delaware limited liability company (the Company), Kevin S. Wilson (the Founder) and the current members of the Company named on the signature page hereof (each, a Continuing Member and collectively, the Continuing Members).

Organization and Standing. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite company power and authority to conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform this Agreement and the other Company Transaction Documents and to carry out the transactions contemplated by this Agreement and the other Company Transaction Documents. The Company is duly qualified to do business as a foreign company and is in good standing in each jurisdiction in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company, where the term material, unless otherwise specifically defined, shall include any specified item, event or matter which, in the aggregate, results in, or may have as a result, an impact which exceeds or may exceed $10,000 (a Company Material Adverse Effect). The Company has furnished to the Purchaser complete and accurate copies of its Certificate of Formation and Operating Agreement, each as amended to date and in effect. The Company has at all times complied with all provisions of its Certificate of Formation and Operating Agreement and is not in default under, or in violation of, any such provision.

Organization and Standing from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into effective as of January 8, 2013 (the "Effective Date"), by and between Med One Oak, Inc., a Delaware corporation with principal offices located at 9201 Pinecroft Drive, Shenandoah, TX 77380 (the "Company"), and Greater Houston Physician's Medical Association, P.L.L.C., a Texas professional limited liability company with principal offices located at 9201 Pinecroft Drive, Shenandoah, TX 77380 ("Purchaser"). Company and Purchaser may hereafter be referred to individually as a "Party" and collectively as the "Parties".

Organization and Standing. Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

Organization and Standing from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of June 3, 2012 by and among salesforce.com, inc., a Delaware corporation (Parent), Bullseye Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Buddy Media, Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as stockholder representative (the Stockholder Representative). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Organization and Standing. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Merger Sub is a direct, wholly-owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated hereby. Parent owns beneficially and of record all outstanding capital stock of Merger Sub free and clear of any Liens, and no other Person holds any capital stock of Merger Sub nor has any rights to acquire any interest in Merger Sub.

Organization and Standing from Agreement and Plan of Merger

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of June 28, 2011, by and among SuccessFactors, Inc., a Delaware corporation (Acquirer), Puma Merger Sub Corp., a Delaware corporation and directly wholly-owned subsidiary of Acquirer (Sub I), Puma Merger Sub I LLC, a Delaware limited liability company and directly wholly-owned subsidiary of Acquirer (Sub II, and together with Sub I, Merger Subs), Plateau Systems, Ltd., a Delaware corporation (the Company), Plateau Systems Holdings, Inc., a Delaware corporation (Holdco), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders Agent (as defined in Section 8.7). The capitalized terms used but not defined in this Agreement have the definitions ascribed to such terms in Exhibit A hereto.

Organization and Standing. Each of Acquirer and Sub I is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub II is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub I is a wholly-owned subsidiary of Acquirer. Sub II is a wholly-owned limited liability company subsidiary of Acquirer and is disregarded as an entity separate from its owner for U.S. federal income Tax purposes. Each of Acquirer and each of the Merger Subs have the corporate power to own its properties and to conduct its business as now being conducted. Acquirers Restated Certificate of Incorporation that was filed as Exhibit 3.1 to Acquirers Annual Report on Form 10-K for the year ended December 31, 2007 and Acquirers Amended and Restated Bylaws that were filed as Exhibit 3.01 on Form 8-K filed by Acquirer on March 22, 1011 are complete and correct copies of Acquirers certificate of incorporation and bylaws as currently in effect on the Agreement Date, and there are no other amendments thereto or certificates of designations that have been filed that are currently in effect. Acquirer is not in violation of its Restated Certificate of Incorporation or Bylaws, except for any such violations that, have not individually or in the aggregate, had a Material Adverse Effect on Acquirer.

Organization and Standing from Merger Agreement and Plan of Reorganization

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (WFSI); ADG Acquisition, Inc., a California corporation (Merger Sub), the principal WFSI stockholder listed on Exhibit A (the PRINCIPAL WFSI STOCKHOLDER); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as SELLERS); and Auri Design Group LLC, a California Limited Liability Company (ADGLLC) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.

Organization and Standing. WFSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. WFSI has all requisite corporate power and authority to carry on its business as it is now being conducted and proposed to be conducted upon consummation of the transactions contemplated hereby and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of WFSI. The copies of the Certificate of Incorporation and Bylaws of WFSI, as amended to date and made available to SELLERS and ADGLLC, are true and complete copies of these documents as now in effect.