Name / Address of Beneficial Owner Shares Owned Percentage Owned
James Cairns 204,750,000 58.13%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Kenneth Dehon 87,750,000 24.91%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Officers and Directors, as a group (2 persons) 292,500,000 83.04%
Based on 352,250,000 shares outstanding.
Dated: December 4, 2012.
2.3. No Reverse Split. It is the agreement of Acquiror, including its officers and directors, and Target,
including all of its officers, directors and affiliates, that no reverse split of Acquiror Common Stock shall be made, or
permitted to be made, for a period of one year from the Closing Date.
2.4. Corporate Name Change. The corporate name of Acquiror shall be changed to “AirTrona
International, Inc.”, as soon as is practicable following the Effective Time.
2.5. Board of Directors of Acquiror. Upon the Closing, the following directors Acquiror, Rafael Pinedo
and Juan Restrepo Gutierrez, shall resign and, in their place, James Cairnes and Kenneth Dehon shall be elected, to serve
until the earlier of their removal or resignation.
2.6. Current Business of Acquiror. Effective at the Closing, Acquiror shall have sold all of its current
business operations, including all of its currently-owned assets, to the effect that, upon the Closing, the only business
operations of the Surviving Corporation shall be those of Target. The terms and condition of such sale transaction shall
be determined by the Board of Directors of Acquiror. It is specifically agreed, however, that any and all debt of Acquiror
that is, as of the date of this Agreement, represented by a promissory note(s) shall remain as a valid and existing debt
of the Surviving Corporation.
2.7. Further Action. Upon the terms and subject to the conditions hereof, each of the parties hereto shall
use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary,
proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this
Agreement.
3.3. Capitalization. The authorized capitalstock ofAcquiror consists of 2,500,000,000 shares of Acquiror
Common Stock, $.00001 par value per share, and 40,000,000 shares of preferred stock, $.00001 par value per share. As
of the date hereof, 52,250,000 shares of Acquiror Common Stock and 31,000,000 shares of Acquiror’s preferred stock
are issued and outstanding, all of which are validly issued, fully paid and non-assessable. No shares of Acquiror Common
Stock or preferred stock are held in the treasury of Acquiror or by subsidiaries of Acquiror. All other shares of Acquiror
Common Stock reserved for future issuance are described in the Acquiror Disclosure Schedule. Each ofthe outstanding
shares of capital stock of each of Acquiror’s corporate subsidiaries is duly authorized, validly issued, fully paid and
non-assessable and such shares owned by Acquiror are owned free and clear of all security interests, liens, claims,
pledges, agreements, limitations on Acquiror’s voting rights, charges or other encumbrances of any nature whatsoever.
5.1. Conduct of Business by Target Pending the Merger. Target covenants and agrees that, between the
date of this Agreement and the Effective Time, unless Acquiror shall otherwise agree in writing, the business of Target
shall be conducted only in, and Target shall not take any action except in, the ordinary course of business and in a manner
consistent with past practice; and Target shall use its best efforts to preserve substantially intact the business organization
of Target, to keep available the services of the present officers, employees and consultants of Target and to preserve the
present relationships of Target with customers, suppliers and other persons with which Target has significant business
relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not,
directly or indirectly, do, or propose to do, any of the following without the prior written consent of Acquiror, which
consent shall not be unreasonably withheld:
(a) amend or otherwise change its Certificate of Incorporation or Bylaws or equivalent
organizational documents;
(b) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge, disposition
or encumbrance of (i) any shares of capital stock of any class, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of capital stock, or any other ownership interest, of Target or (ii) any assets of
Target or any other material assets of Target other than in the ordinary course of business consistent with past practices;
(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock,
property or otherwise, with respect to any of its capital stock;
(d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or
indirectly, any of its capital stock;
(e) (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation,
partnership or other business organization or division thereof; (ii) incur any indebtedness for borrowed money or issue
any debt securities or assume, guaranty or endorse or otherwise as an accommodation become responsible for, the
obligations of any person, or make any loans or advances, except in the ordinary course of business and consistent with
past practice; (iii) authorize any single capital expenditure which is in excess of $5,000 or capital expenditures which
are, in the aggregate, in excess of $10,000 for Target; or (iv) enter into or amend any contract, agreement, commitment
or arrangement to any of the effects set forth in this subparagraph (e);
(f) increase the compensation payable or to become payable to its officers or employees, except
for increases in salary or wages of employees of Target who are not officers of Target in accordance with past practices,
or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director
or officer of Target, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination,CURRENT REPORT | PAGE 16
severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or
employees;
(b) Exchange of Target Common Stock. Each share of Target Common Stock which is
outstanding immediately prior to the Effective Time, other than those shares of Target Common Stock cancelled as set
forth in subsection (a) hereof, shall be converted into the right to receive shares of the common stock of Acquiror (the
“Acquiror Common Stock”), as follows:
at the Effective Time, each share of Target Common Stock shall be exchanged for 375 shares of Acquiror Common
Stock, for a total of 150,000,000 shares of Acquiror Common Stock (these shares of Acquiror Common Stock are
referred to as the “Closing Shares”). The Closing Shares are referred to as the “Merger Consideration”.
(c) Anti-Dilution Adjustments. The number of shares included in the Merger Consideration (the
"Merger Shares") shall be subject to adjustment as follows:
(i) In case Acquiror shall, at any time prior to the Effective Time, (i) pay a dividend
or make a distribution on its Acquiror Common Stock in shares of its capital stock or other securities, (ii) subdivide its
outstanding shares of Acquiror Common Stock into a greater number of shares, (iii) combine its outstanding Acquiror
Common Stock into a smaller number of shares or (iv) issue, by reclassification of its Acquiror Common Stock, shares
of its capital stock or other securities of the Acquiror (including any such reclassification in connection with a
consolidation or merger in which Acquiror is the continuing corporation), the number of Merger Shares issuable to the
shareholders of Target immediately prior thereto shall be adjusted so that the shareholders of Target shall be entitled to
receive the kind and number of Merger Shares, shares of Acquiror’s capital stock and other securities of Acquiror which
such shareholder would have owned or would have been entitled to receive immediately after the happening of any of
the events described above, had the Merger Shares been issued to the shareholders of Target immediately prior to the
happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a)
shall become effective immediately after the effective date of such event.
(ii) In case Acquiror shall, at any time prior to the Effective Time, issue rights, options,
warrants or convertible securities to holders of its Acquiror Common Stock, without any charge to such holders,
containing the right to subscribe for or purchase Acquiror Common Stock, the number of Merger Shares thereafter
issuable to the shareholders of Target shall be determined by multiplying the number of Merger Shares theretofore
issuable to the shareholders of Target by a fraction, of which the numerator shall be the number of shares of Acquiror
Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities
plus the number of additional shares of Acquiror Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Acquiror Common Stock outstanding immediately prior to the issuance
of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options,
warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights,
options, warrants or convertible securities.
(iii) In case Acquiror shall, at any time prior to the Effective Time, distribute to holders
of its Acquiror Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of
current earnings made in the ordinary course of business consistent with past practices), then, in each case, the number
of Merger Shares that have not yet been issued to the shareholders of Target shall be determined by multiplying the
number of Merger Shares that have not yet been issued to the shareholders of Target by a fraction, of which the
numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the
denominator shall be such Market Price on such date minus the then fair value, as determined by the Board of Directors
of Acquiror, of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Acquiror
Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on
the date of distribution. “Market Price” shall, for purposes of this Agreement, mean the closing sale price, as reported
on www.otcmarkets.com, of Acquiror’s Common Stock on the applicable date.CURRENT REPORT | PAGE 23
(iv) To the extent not covered by subsections (i), (ii) or (iii) hereof:
(A) In case Acquiror shall, at any time prior to the Effective Time, sell or issue
Acquiror Common Stock or rights, options, warrants or convertible securities containing the right to subscribe for,
purchase or exchange into shares of Acquiror Common Stock at a price per share (determined, in the case of such rights,
options, warrants or convertible securities, by dividing (I) the total amount received or receivable by Acquiror in
consideration of the sale or issuance of such rights, options, warrants or convertible securities, plus the total consideration
payable to Acquiror upon exercise, conversion or exchange thereof, by (II) the total number of shares covered by such
rights, options, warrants or convertible securities)lowerthan $0.01 per share, then the number of unissued Merger Shares
shall thereafter be equal to the sum of the number of unissued Merger Shares immediately prior to such sale or issuance
plus the number of shares of Acquiror Common Stock and rights, options, warrants or convertible securities containing
the right to subscribe for, purchase or exchange into shares of Acquiror Common Stock sold or issued in such issuance.
(B) In case Acquiror shall, at any time prior to the Effective Time, sell or issue
Acquiror Common Stock or rights, options, warrants or convertible securities containing the right to subscribe for,
purchase or exchange into Acquiror Common Stock for a consideration consisting, in whole or in part, of property other
than cash or its equivalent, then, in determining the "price per share" of Acquiror Common Stock and the "consideration
received by Acquiror " for purposes of the first sentence of this subsection (B), the Board of Directors of Acquiror shall
determine the fair value of said property, and such determination, if based upon the Board of Directors of Acquiror, good
faith business judgment, shall be binding upon the Shareholders. In determining the "price per share" of Acquiror
Common Stock, any underwriting discounts or commissions paid to brokers, dealers or other selling agents shall not be
deducted from the price received by Acquiror for sales of securities registered under the Securities Act of 1933, as
amended, or issued in a private placement.
