Findex Com Inc (fka FIND)

[MasterBidder]

As a result of the merger, and as of any closing of the merger:

·

our existing articles of incorporation and bylaws, and the certificate of incorporation and bylaws of Merger-Sub, shall remain unaffected by the merger;

·

in addition to the existing members of our board of directors, Steven Malone and John Kuehne, three new directors, including Joseph Alvarez, Donald Schoenfeld, and one other individual to be agreed-upon by FIND and ESCT, will be added;

·

in addition to the existing members of Merger-Sub’s board of directors, Steven Malone and John Kuehne, three new directors, including Joseph Alvarez, Donald Schoenfeld, and one other individual to be agreed-upon by FIND and ESCT, will be added;

·

Joseph Alvarez, as chief executive officer, and Steven Malone, as president, shall be the incumbent officers of each of FIND and Merger-Sub, in each case pursuant to employment agreements the terms of which are detailed below in this current report on Form 8-K and a form of which is included as an exhibit to the Merger Agreement included as an exhibit hereto;

·

the liabilities and obligations of ESCT shall become the liabilities and obligations of Merger Sub;

·

each share of issued and outstanding FIND common stock and other securities issued and outstanding immediately prior to the closing shall remain unaffected;

·

all issued and outstanding shares of common stock of ESCT shall be converted into a number of shares of FIND common stock such that all ESCT securityholders before the merger will, in the aggregate, own approximately 80% of the common stock of FIND after the merger on a fully-diluted basis, and all other issued and outstanding securities of ESCT convertible into or exchangeable for shares of ESCT common stock before the merger, including debentures, purchase warrants and stock options, shall be converted into equivalent securities of FIND convertible into shares of FIND common stock on a pro-rata basis;