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Ìý2.03. ÌýÌýÌýÌýÌýÌýÌýÌýClosing; Closing Date; Effective Time. The consummation of the Acquisition and the closing of the transactions contemplated by this Agreement (the â€�Closingâ€�) shall take place at the offices of Law Offices of ▇▇▇▇â–� â–�. ▇▇▇▇▇▇▇▇, ▇▇▇▇â–� ▇▇▇▇â–� ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇â–�, ▇▇▇▇â–� ▇▇▇▇, ▇▇â–� ▇▇▇▇▇▇â–� ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇â–�, as soon as practicable (but in any event within two business days) after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, or at such other date, time and place as HUWX and the Company may agree in writing (the date of the Closing being the â€�Closing Dateâ€� and also known as the â€�Effective Timeâ€�).

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4.11. ÌýÌýÌýÌýÌýÌýÌýÌýPatents and Other Intangible Assets.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company owns or has the right or license to use are listed or described in Section 4.11 of the Company Disclosure Letter.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company has no actual knowledge, without any investigation, that the Company is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the Company), including the right to the name “Prometâ€�, and its web site address [▇▇â–�.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇]. Without any special investigation for purposes of this Agreement, the Company, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 of the Company Disclosure Letter will not constitute an infringement or misappropriation by the Company of the kind described in the preceding sentence.

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as set forth in Section 4.11 of the Company Disclosure Letter, the Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Term sheet dated ___________ as amended to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunder.

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4.12. ÌýÌýÌýÌýÌýÌýÌýÌýLitigation. There are no actions, suits, proceedings or investigations pending or, to the Company’s Knowledge, threatened against the Company or its properties before any Governmental Entity. The Company is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to the Company’s Knowledge, continuing investigation by, any Court or Governmental Entity.

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4.13. ÌýÌýÌýÌýÌýÌýÌýÌýEmployees. To the Company’s Knowledge, no employee of the Company is in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company or any other party because of the nature of the business conducted or to be conducted by the Company. The Company is in compliance in all material respects with the applicable provisions of ERISA, and no “reportable event,â€� as such term is defined in Section 4043 of ERISA, has occurred with respect to any plan subject to Title IV of ERISA or any other plan to which the Company is required to contribute on behalf of its employees. Schedule 4.13 of the Company Disclosure Letter contains a list of the name of each officer and each full-time employee of Company employed by the Company at the date hereof and such person’s position. ÌýSince [June 30, 2017], except as set forth on Schedule 4.13 of the Company Disclosure Letter, there has been no change of, or agreement to change, any terms of employment, including without limitation, salary, wage rates or other compensation, of any officer or employee of Company. ÌýThe Company will use its commercially reasonable best efforts to induce all employees of Company to continue their respective employment following the Closing Date. ÌýFor each employee hired by Company after January 1, 2017, the Company has verified appropriate documents and has a verified and signed INS Form I-9 for each such employee, if required. ÌýAll such forms are in Company’s possession and shall be turned over to HUWX for each employee accepting employment with HUWX as of the Closing. ÌýCompany has not received any information that would lead it to believe that a material number of the employees of Company will or may cease to be employees of Company, or will refuse offers of employment from HUWX, because of the consummation of the Acquisition s to which it is a party.

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4.14. ÌýÌýÌýÌýÌýÌýÌýÌýCertain Transactions. Except as set forth in Section 4.14 of the Company Disclosure Letter, the Company is not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to the Company’s Knowledge, stockholders, or any members of their immediate families, are indebted to the Company or have any direct or indirect ownership interest in any firm, corporation or entity with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that officers, directors and/or stockholders of the Company may own less than 1% of the stock of publicly traded companies which may compete with the Company. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company. The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

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4.15. ÌýÌýÌýÌýÌýÌýÌýÌýMaterial Contracts and Obligations. Included in Section 4.15 of the Company Disclosure Letter is a list of all agreements, contracts, indebtedness, liabilities and other obligations to which the Company is a party or by which it is bound that are material to the conduct and operations of its business and properties, specifically including those which provide for payments in any fiscal year to or by the Company in excess of $10,000, which obligate the Company to share, license or develop any product or technology, which purports to restrict or limit the ability of the Company from freely engaging in any line of business anywhere in the world or competing with any other Person, which provides for any joint venture or partnership involving the Company, or which involve transactions or proposed transactions between the Company and its officers, directors, affiliates or any affiliate thereof. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by HUWX and its counsel. All of such agreements and contracts are valid, binding obligations of the Company and are in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts. The Company has no Knowledge of any breach or anticipated breach by any other parties to any contract, agreement or instrument included in Section 4.15 of the Company Disclosure Letter.

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4.16. ÌýÌýÌýÌýÌýÌýÌýÌýPrivate Placements. All securities issued by the Company prior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or “blue skyâ€� Laws, and the Company has not violated the Securities Act or any applicable state securities or “blue skyâ€� Laws in connection with the issuance of any such securities.

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4.17. ÌýÌýÌýÌýÌýÌýÌýÌýBrokers or Finders; Other Offers. Except as set forth in Section 4.17 of the Company Disclosure Letter the Company has not incurred and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or findersâ€� fees or agentsâ€� commissions or any similar charges in connection with this Agreement.

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4.18. ÌýÌýÌýÌýÌýÌýÌýÌýTax Return and Payments.

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(a)

All tax returns and reports of or with respect to any Tax (�Tax Returns�) that are required to be filed by or with respect to the Company on or before the Effective Time have been or will be duly and timely filed,

(b)

all items of income, gain, loss, deduction and credit or other items (�Tax Items�) required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete, subject to Company’s right to amend such Tax Returns to correct any errors or oversights therein that would not have an adverse effect on HUWX,

(c)

all Taxes owed by the Company that are or have become due reflected on such returns and reports have been timely paid in full,

(d)

there are no mortgages, pledges, liens, encumbrances, charges or other security interests on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax,

(e)

there is no claim against the Company for Taxes due and payable, and no assessment, deficiency or adjustment has been asserted, proposed or, to the Knowledge of the Company, threatened with respect to any Tax Return of or with respect to the Company,

(f)

no claim has ever been made by a Taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction,

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(g)

there is not in force any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to the Company,

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(h)

the total amounts set up as liabilities for current and deferred Taxes in the Company Financial Statements are sufficient to cover the payment of all Taxes, whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to the Company up to and through the periods covered thereby,

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(i)

the Company has not entered into any Tax allocation, sharing or indemnity agreement under which the Company could become liable to another Person as a result of the imposition of Tax upon such Person, or the assessment or collection of Tax,

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(j)

except for liens for current Taxes not yet due and payable, no liens for Taxes exist upon the assets of any of the Company, and

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(k)

the Company has not entered into any agreement or arrangement with any Taxing authority that requires the Company to take any action or to refrain from taking any action.

(l)

the Company has complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws).

(m)

the Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of any voluntary change in accounting method (nor has any Governmental Entity proposed in writing any such adjustment or change of accounting method).

(n)

no audits are presently pending with regard to any Taxes or Tax Returns of the Company and a list of all Audits commenced or completed with respect to the Company with respect to taxable periods ending after December 31, 2013 is set forth in Section 4.18 of the Company Disclosure Letter. ÌýNo written notification has been received by the Company that such an Audit is pending or threatened with respect to any Taxes due from or with respect to or attributable to the Company or any Tax Return filed by or with respect to the Company.

(o)

All Tax deficiencies that have been claimed, proposed or asserted against the Company have been fully paid or finally settled, and no issue has been raised in any examination by any taxing authority that, by application of similar principles, could reasonably be expected to result in the proposal or assertion of a Tax deficiency for another year not so examined.

(p)

There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company.

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(q)

No power of attorney has been granted by or with respect to the Company with respect to any matter relating to Taxes.

(r)

the Company is not a party to any agreement, plan, contract or arrangement (whether oral or in writing) that could result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code.

(s)

All transactions that could give rise to an understatement of the federal income tax liability of the Company within the meaning of Section 6662(d) of the Code are adequately disclosed on Tax Returns in accordance with Section 6662(d)(2)(B) of the Code if there is or was no substantial authority for the treatment giving rise to such understatement.

(t)

the Company is not and has not been a U.S. real property holding company (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(u)

Other than any Tax Returns that have not yet been required to be filed, the Company has made available to Buyer true, correct and complete copies of the United States federal income Tax Return and any material state, local or foreign Tax Return for the Company for any jurisdiction for each of the taxable periods ended December 31, 2010 through December 31, 2012. Ìý

(v)

The net operating loss and credit carryovers, if any, available to the Company, and their expiration dates, are set forth in the Disclosure Schedule.

(w)

the Company has delivered or made available to Buyer complete and accurate copies of each of (i) all Audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to United States Taxes due from the Company, and (ii) all closing agreements entered into by the Company with any Taxing Authority existing on the date hereof.

(x)

No taxing authority is asserting or, to the Company's knowledge, threatening to assert a claim against the Company under or as a result of Section 482 of the Code or any similar provision Law.

(y)

the Company has not distributed stock of another entity, or has had its stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. Ìý

(z)

the Company has not engaged in any reportable transactions that were required to be disclosed pursuant to Section 1.6011-4 of the Code.

Ìý4.19. ÌýÌýÌýÌýÌýÌýÌýÌýEnvironmental and Safety Laws. The Company is not in violation of any applicable statute, Law or Regulation relating to the environment or occupational health and safety, which violation would have a Company Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, Law or Regulation.

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4.20. ÌýÌýÌýÌýÌýÌýÌýÌýCompliance with Laws; Permits. To the Company’s Knowledge, the Company is not in violation of any applicable statute, Regulation, order or restriction of any Governmental Entity in respect of the conduct of its business or the ownership of its properties, which violation would have a Company Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would have a Company Material Adverse Effect, and believes it can obtain without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

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4.21.

Absence of Certain Events. To Company’s knowledge, and except as may be otherwise disclosed on Schedule 4.21 or by another written attachment hereto, no executive officer, director or managing member or an officer of equivalent rank of the Company has been within the past five (5) years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses; (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated.

4.22.

Certain Payments. Except as otherwise disclosed herein or in Schedule 4.22 annexed hereto, to Company’s knowledge, neither Company nor any of its officers, employees or agents, nor any other person acting on behalf of Company, has directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any person who is, or may be in a position to help or hinder Company’s business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a Company Material Adverse Effect on Company or its business, assets, properties, financial condition or results of operations (a �Material Adverse Effect�), (ii) if not given in the past, might have reasonably been expected to have had a Material Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a Material Adverse Effect or to subject Company to material suit or penalty in any action.

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ARTICLE V

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REPRESENTATIONS AND WARRANTIES OF HUWX

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HUWX hereby represents and warrants to the Company that:

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5.01. ÌýÌýÌýÌýÌýÌýÌýÌýOrganization and Standing. HUWX is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. HUWX has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business. HUWX is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a HUWX Material Adverse Effect.

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5.02. ÌýÌýÌýÌýÌýÌýÌýÌýCharter and Bylaws. HUWX has heretofore made available to the Company a complete and correct copy of the Certificate of Incorporation and Bylaws, as amended or restated. HUWX is not in violation of any of the provisions of its Certificate of Incorporation or any material provision of its Bylaws.

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5.03. ÌýÌýÌýÌýÌýÌýÌýÌýCorporate Power. HUWX have, and will have at the Closing Date, all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. HUWX has, and will have at the Closing Date, all requisite legal and corporate power and authority to issue the Acquisition Shares and pay the other Acquisition Consideration hereunder.

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5.04. ÌýÌýÌýÌýÌýÌýÌýÌýCapitalization.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe authorized capital of HUWX as of the Effective Time will consist of:

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(i) ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý350,000,000 shares of HUWX Common Stock, 24,690,790 Ìýshares of which will be issued and outstanding, excluding HUWX Common Stock representing the Acquisition Consideration and 10,000,000shares of “blank checkâ€� preferred stock of which no shares will be issued and outstanding as of the Effective Time.

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(ii) ÌýÌýÌýÌýÌýÌýÌýÌýHUWX has reserved no shares of HUWX Common Stock for issuance to officers, directors, employees, consultants and advisors of HUWX pursuant to the HUWX Stock Plan.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as described in this Section 5.04 or in Section 5.04(b) of the HUWX Disclosure Letter, as of the date of this Agreement, no shares of capital stock or other equity securities of HUWX are issued or outstanding or reserved for any purpose. Each of the outstanding shares of capital stock of HUWX as of the date hereof is duly authorized, validly issued, and fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights created by statute, the Certificate of Incorporation or Bylaws of HUWX, or any agreement to which HUWX is a party or bound. Except as set forth on Schedule 5.04 of the HUWX Disclosure Letter, there is no outstanding subscription, contract, convertible or exchangeable security, option, warrant, call or other right obligating HUWX to issue, sell, exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares of, or securities convertible into or exchangeable for, capital stock of HUWX. Notwithstanding anything of the foregoing, prior to the Closing, all of the existing debt of HUWX, in the approximate amount of $2,482,263, shall have been converted into 12,953,902 shares of common stock of HUWX (the â€�HUWX Note Conversionâ€�). At or prior to the Closing any accrued, but unpaid dividends payable to holders of outstanding shares of HUWX Preferred Stock shall have been Ìýpaid in kind or otherwise satisfied and the 178,924 shares of Series D HUWX Preferred Stock currently outstanding , shall convert into 719,500 shares of common stock of HUWX (the â€�HUWX Preferred Stock Conversionâ€�). After giving effect to the HUWX Note Conversion and HUWX Preferred Stock Conversion, HUWX shall be deemed to have 24,690,790 shares of common stock issued and outstanding at the Closing (the "Pre-Acquisition Total").At the Effective Time giving effect to the Pre-Acquisition Total and the Acquisition Consideration an aggregate of 246, 907,902 shares of common stock shall be issued and outstanding. The percentages set forth herein are calculated prior to giving effect to the Sale of HUWX’s Assets and the Placement (each as defined below).

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as set forth in Section 5.04(a)(ii) above or in Section 5.04(c) of the HUWX Disclosure Letter, there are no outstanding securities, options, warrants or other rights (including registration rights), agreements or commitments of any character to which HUWX is a party relating to the issued or unissued capital stock or other equity interests of HUWX or obligating HUWX to grant, issue, deliver or sell, or cause to be granted, issued, delivered or sold, any shares of the capital stock or other equity interests of HUWX, by sale, lease, license or otherwise. Except as set forth in Section 5.04(c) of the HUWX Disclosure Letter, there are no voting trusts, proxies or other agreements or understandings to which HUWX is a party or by which HUWX is bound with respect to the voting of any shares of capital stock or equity interests of HUWX. HUWX has agreed to issue certain convertible promissory notes as set forth in Section 5.04(c) of the HUWX Disclosure Letter.

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5.05. ÌýÌýÌýÌýÌýÌýÌýÌýAuthorization. All corporate action on the part of HUWX, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the authorization, issuance and delivery of the Acquisition Shares and the performance of all of HUWX’s obligations hereunder has been taken or will be taken prior to the Closing Date. This Agreement constitutes a valid and binding obligation of HUWX, enforceable in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency or other laws relating to or affecting creditorsâ€� rights generally or by general equitable principles and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Acquisition Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and will have the rights, preferences and privileges described in HUWX’s charter and the Acquisition Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof through no action of HUWX; provided, however, that the Acquisition Shares will be subject to restrictions on transfer under state and/or federal securities laws. The issuance of the Acquisition Shares is not subject to any preemptive rights or rights of first refusal.

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5.06. ÌýÌýÌýÌýÌýÌýÌýÌýNo Conflict; Required Filings and Consents.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýAssuming that the Approvals, filings and notifications described in Section 5.06(b) have been obtained or made, as the case may be, the execution and delivery of this Agreement by HUWX does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the charter or bylaws, in each case as amended or restated, of HUWX, (ii) conflict with or violate any Laws applicable to HUWX or by which any of its assets or properties is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of HUWX pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which HUWX is a party or by or to which HUWX or any of its assets or properties is bound or subject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in clause (iii) that would not reasonably be expected to have a HUWX Material Adverse Effect.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe execution and delivery of this Agreement by HUWX does not, and the consummation of the transactions contemplated hereby will not, require HUWX to obtain any Approvals of or from, or to make any filing with or notification to, any Governmental Entity or third Person, except (i) as disclosed in Section 5.06(b) of the HUWX Disclosure Letter, (ii) for applicable requirements, if any, of the Securities Act, “blue skyâ€� Laws and the filing and recordation of appropriate Acquisition documents as required by Delaware Law, and (iii) where the failure to obtain such Approvals, or to make such filings or notifications, would not have a HUWX Material Adverse Effect.

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5.07. ÌýÌýÌýÌýÌýÌýÌýÌýSEC Reports and Financial Statements. ÌýHUWX delivered to Company prior to the execution of this Agreement by direction to the SEC’s ▇▇▇▇â–� website a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed or to be filed by HUWX or any of its Subsidiaries with the SEC for the two fiscal years ended December 31, 2015 and December 31, 2016 and shall have delivered to the Company prior to the Effective Time the quarterly reports due for the six months ended June 30,2017 (as such documents have since the time of their filing been amended or supplemented, the â€�HUWX SEC Reportsâ€�), which are all the documents (other than preliminary material) that HUWX and its Subsidiaries were required to file with the SEC since the dates hereinabove set forth. As of their respective dates, the HUWX SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. ÌýThe audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the HUWX SEC Reports (the â€�HUWX Financial Statementsâ€�) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to HUWX and its Subsidiaries taken as a whole) the consolidated financial position of HUWX and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. ÌýEach Subsidiary of HUWX is treated as a consolidated Subsidiary of HUWX in the HUWX Financial Statements for all periods covered thereby.

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5.08. ÌýÌýÌýÌýÌýÌýÌýÌýTitle to Properties and Assets; Liens. HUWX owns its properties and assets, free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair HUWX’s ownership or use of such properties or assets. With respect to the properties and assets it leases, HUWX, and to HUWX’s Knowledge, the counterparty is in compliance with such leases and HUWX holds a valid leasehold interest free of any liens, claims or encumbrances.

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5.09. ÌýÌýÌýÌýÌýÌýÌýÌýPatents and Other Intangible Assets.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair HUWX’s ownership or use of such intellectual property rights. All of the material patents, trademarks, service marks and copyrights that HUWX owns or has the right or license to use are listed or described in Section 5.09 of the HUWX Disclosure Letter.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as set forth in Section 5.09 of the HUWX Disclosure Letter, HUWX has no actual knowledge, without any investigation, that HUWX is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of HUWX). Without any special investigation for purposes of this Agreement, HUWX, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 5.09 of the HUWX Disclosure Letter will not constitute an infringement or misappropriation by HUWX of the kind described in the preceding sentence.

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as set forth in Section 5.09 of the HUWX Disclosure Letter, HUWX is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX has obtained from all employees and consultants of HUWX an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to the Company.

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5.10. ÌýÌýÌýÌýÌýÌýÌýÌýLitigation. There are no actions, suits, proceedings or investigations pending or, to HUWX’s Knowledge, threatened against HUWX or its properties before any Governmental Entity. HUWX is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to HUWX’s Knowledge, continuing investigation by, any Court or Governmental Entity.

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5.11. ÌýÌýÌýÌýÌýÌýÌýÌýEmployees. To HUWX’s Knowledge, no employee of HUWX is in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with HUWX or any other party because of the nature of the business conducted or to be conducted by HUWX. HUWX is in compliance in all material respects with the applicable provisions of ERISA, and no “reportable event,â€� as such term is defined in Section 4043 of ERISA, has occurred with respect to any plan subject to Title IV of ERISA or any other plan to which HUWX is required to contribute on behalf of its employees.

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5.12. ÌýÌýÌýÌýÌýÌýÌýÌýCertain Transactions. Except as set forth in Section 5.12 of the HUWX Disclosure Letter, HUWX is not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to HUWX’s Knowledge, stockholders, or any members of their immediate families, are indebted to HUWX or have any direct or indirect ownership interest in any firm, corporation or entity with which HUWX is affiliated or with which HUWX has a business relationship, or any firm or corporation which competes with HUWX except that officers, directors and/or stockholders of HUWX may own less than 1% of the stock of publicly traded companies which may compete with HUWX. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with HUWX. HUWX is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

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5.13. ÌýÌýÌýÌýÌýÌýÌýÌýPrivate Placement. All securities issued by HUWX prior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or “blue skyâ€� Laws, or issued in transactions that resulted in the securities being registered under the Securities Act and HUWX has not violated the Securities Act or any applicable state securities or “blue skyâ€� Laws in connection with the issuances of any such securities.

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5.14. ÌýÌýÌýÌýÌýÌýÌýÌýBrokers or Finders; Other Offers. Except as may be set forth on Section 5.14 of the HUWX Disclosure Letter HUWX has not incurred and will not incur, directly or indirectly, as a result of any action taken by HUWX, any liability for brokerage or findersâ€� fees or agentsâ€� commissions in connection with this Agreement.

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5.15. ÌýÌýÌýÌýÌýÌýÌýÌýEnvironmental and Safety Laws. HUWX is not in violation of any applicable statute, Law or Regulation relating to the environment or occupational health and safety, which violation would have a HUWX Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, Law or Regulation.

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5.16. ÌýÌýÌýÌýÌýÌýÌýÌýCompliance with Laws; Permits. HUWX is not in violation of any applicable statute, Regulation, order or restriction of any Governmental Entity in respect of the conduct of its business or the ownership of its properties, which violation would have a HUWX Material Adverse Effect. HUWX has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would have a HUWX Material Adverse Effect, and believes it can obtain without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. HUWX is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

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5.17. ÌýÌýÌýÌýÌýÌýÌýÌýSpecific Tax Representations.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX has no plan or intention to reacquire any of the HUWX Common Stock to be issued under or in connection with the Transactions;

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX has no plans or intentions to sell or otherwise dispose of any of the assets of the Company, except for dispositions made in the ordinary course of business or as otherwise disclosed to the Company in connection with a proposed disposition of certain intellectual property associated with the prior operations of HUWX;

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýFollowing the transactions contemplated by this Agreement, HUWX will use all of the assets of the Company in the business of HUWX;

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX does not own directly or indirectly, nor has it owned during the past five (5) years, directly or indirectly, any Membership Units or other equity of the Company;

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(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX is not an investment company within the meaning of section 351(e) of the Code;

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(f) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe HUWX Common Stock to be issued in the transactions contemplated by the Agreement has the current right to vote in the election of corporate directors of HUWX.

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(g) ÌýÌýÌýÌýÌýÌýÌýÌýÌýOther than the cash to be issued in lieu of fractional shares under Section 3.02(c) of this Agreement, the only consideration to be issued in exchange for the Contributed Assets of the Company on the Closing Date will be HUWX Common Stock;

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(h) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX currently is and as of the Closing Date will be classified as a corporation for U.S Federal income tax purposes;

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(i) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX will pay its own expenses, if any, incurred in connection with the Acquisition.

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ARTICLE VI

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COVENANTS

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6.01. ÌýÌýÌýÌýÌýÌýÌýÌýAffirmative Covenants of HUWX and the Company. Each of HUWX and the Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the other, it will:

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýoperate its business in all material respects in the usual and ordinary course consistent with past practices;

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýuse its reasonable best efforts to preserve substantially intact its business organization, maintain its material rights and franchises, retain the services of its respective officers and key employees and maintain its relationships and goodwill with its customers and suppliers;

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýmaintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýwith respect to the Company, use its reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

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6.02. ÌýÌýÌýÌýÌýÌýÌýÌýNegative Covenants of the Company. Except as expressly contemplated by this Agreement or otherwise consented to in writing by HUWX, from the date of this Agreement until the Effective Time, the Company will not do any of the foregoing:

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý(i) increase the compensation payable to or to become payable to any director, officer or employee; (ii) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt or enter into any employee benefit plan or arrangement; or (iv) amend, or take any other actions with respect to, any employee benefit plan or the Company Stock Plan, except as expressly contemplated by or stated within this Agreement;

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýdeclare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests of the Company;

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌý(i) except as expressly contemplated in this Agreement, redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interests, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or other equity interests or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests;

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌý(i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any units or shares of any class of its capital stock or other equity interests (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such units, shares or interests, or any rights, warrants or options to acquire any such units, shares or interests; (ii) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (iii) take any action to optionally accelerate the exercisability of any such rights, options or warrants;

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(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýacquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any other Person or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice);

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(f) ÌýÌýÌýÌýÌýÌýÌýÌýÌýsell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice;

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(g) ÌýÌýÌýÌýÌýÌýÌýÌýÌýrelease any third party from its obligations, or grant any consent, under any existing standstill provision under any confidentiality or other agreement, or fail to enforce any such agreement upon the request of HUWX;

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ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý(h) ÌýÌýÌýÌýÌýÌýÌýÌýÌýadopt or propose to adopt any amendments to its operating agreement or certificate of formation; ÌýÌýchange any of its methods of accounting in effect at September 30, 2015, except as required by Law or GAAP, or (ii) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes;

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(i) ÌýÌýÌýÌýÌýÌýÌýÌýÌýincur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, other than such obligations that are owed to HUWX from time to time;

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(j) ÌýÌýÌýÌýÌýÌýÌýÌýÌýenter into any arrangement, agreement or contract with any third Person which provides for an exclusive arrangement with that third Person or is substantially more restrictive on Company or substantially less advantageous to the Company than arrangements, agreements or contracts existing on the date hereof;

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(k) ÌýÌýÌýÌýÌýÌýÌýÌýÌýenter into, renew, amend or waive in any material manner, or terminate or give notice of a proposed renewal or material amendment, waiver or termination of, any contract, arrangement or agreement to which the Company is a party;

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(l) ÌýÌýÌýÌýÌýÌýÌýÌýÌýtake or cause to be taken any action that could reasonably be expected to materially delay, or materially and adversely affect, the consummation of the transactions contemplated hereby;

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(m) ÌýÌýÌýÌýÌýÌýÌýÌýenter into or amend in any material manner any contract, agreement or commitment with any officer, director, employee or stockholder of the Company or with any affiliate or associate of any of the foregoing;

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(n) ÌýÌýÌýÌýÌýÌýÌýÌýÌýpay, satisfy, discharge or settle any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than pursuant to mandatory terms of any contract in effect on the date hereof, involving payments by the Company in excess of $1,000 individually or in the aggregate;

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(o) ÌýÌýÌýÌýÌýÌýÌýÌýÌýmake any loans, advances or capital contributions to, or investments in any Person;

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(p) ÌýÌýÌýÌýÌýÌýÌýÌýÌýenter into any new line of business;

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(q) ÌýÌýÌýÌýÌýÌýÌýÌýÌýmake any capital expenditures in excess of $1,000 individually or in the aggregate; or

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(r) ÌýÌýÌýÌýÌýÌýÌýÌýÌýagree in writing or otherwise to do any of the foregoing.

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6.03. ÌýÌýÌýÌýÌýÌýÌýÌýNegative Covenants of HUWX. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company, from the date of this Agreement until the Effective Time, HUWX will not do any of the following:

(a) ÌýÌýÌýÌýÌýdeclare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests of HUWX;

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýsell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, any of its material assets or any material assets of any of its subsidiaries, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice;

19

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýtake or cause to be taken any action that could reasonably be expected to materially delay, or materially and adversely affect, the consummation of the transactions contemplated hereby;

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(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýundertake any action or make any election that would deprive the ability of the Acquisition to qualify as a tax-free contribution of property to the Company pursuant to the provisions of section 351 of the Code, or

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(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýagree in writing or otherwise to do any of the foregoing.

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6.04. ÌýÌýÌýÌýÌýÌýÌýÌýNo Solicitation. ÌýÌý

(a)

From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.01, the Company agrees that it will not, and will not authorize or permit any of its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (�Representatives�) to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries regarding or the making or implementation of any Acquisition Proposal, (ii) engage in any discussions or negotiations with, or provide any information or data to, any Person relating to or that may reasonably be expected to lead to an Acquisition Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or (iv) enter into any agreement, arrangement or understanding contemplating or relating to any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the Acquisition or any other transactions contemplated by this Agreement.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýFrom and after the date of this Agreement, the Company shall as promptly as possible after receipt (and in any event within 24 hours) notify HUWX in writing of any inquiries, proposals or offers, or any discussions or negotiations sought to be initiated or continued with, it or its Representatives relating to, constituting or which could reasonably be expected to lead to an Acquisition Proposal or any request for information relating to the Company contemplating, relating to or which could reasonably be expected to lead to any Acquisition Proposal. Such notice will include the name of such Person and the material terms and conditions of any proposal, inquiry, offer or request, and the Company will as soon as possible provide such other details of the Acquisition Proposal, inquiry, offer or request as HUWX may reasonably request. The Company will keep HUWX fully informed on a prompt basis (and in any event within 24 hours) of the status and terms, including any material changes or adjustments made to or proposed to be made to the terms, of any such inquiry, proposal, offer or request. If the Company or its Representatives receives a request for information from a Person who has made an unsolicited bona fide written Acquisition Proposal and the Company is permitted, as contemplated under Section 6.04(b), to provide such Person with information, the Company will provide to HUWX a copy of the confidentiality agreement with such Person promptly upon its execution and provide to HUWX a list of, and copies of, the information provided to such Person concurrently with delivery to such Person and immediately provide HUWX with access to all information to which such Person was provided access.

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company will immediately cease and cause to be terminated all existing activities, discussions or negotiations by it and the other Persons referred to in Section 6.04(a) with any Person other than HUWX conducted heretofore with respect to any Acquisition Proposal. The Company also agrees, if it has not already done so, to promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or its Subsidiaries and take commercially reasonable actions necessary to enforce the provisions of any continuing confidentiality, standstill or similar agreement. The Company will take such action as is necessary to inform promptly the Persons referred to in Section 6.04(a) of the provisions of this Section 6.04 and will be responsible for any breach of this Section 6.04 by such Persons.

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6.05. ÌýÌýÌýÌýÌýÌýÌýÌýNotices of Certain Events; Consultation.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company shall as promptly as reasonably practicable notify HUWX of: (i) any notice or other communication of which the Company has Knowledge from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication of which the Company has Knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, or to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any fact or occurrence between the date of this Agreement and the Effective Time of which it has Knowledge which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýHUWX shall as promptly as reasonably practicable notify the Company of: (i) any notice or other communication of which HUWX has Knowledge from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication of which HUWX has Knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any fact or occurrence between the date of this Agreement and the Effective Time of which it becomes aware which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

6.06. ÌýÌýÌýÌýÌýÌýNo Reverse Split. Except as contemplated by the parties in connection with the Acquisition, the Operating Company and HUWX following the Acquisition shall Ìýeffect the Reverse Split but shall not allow or effect any other reverse split or combination of securities of HUWX for period of not less than twelve months following the Effective Time.

6.07. ÌýÌýÌýÌýÌýÌýÌýÌýAccess and Information.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýEach of HUWX and the Company shall (i) afford to the other party and such other party’s Representatives reasonable access at reasonable times, upon reasonable prior notice, to its officers, employees, agents, properties, offices and other facilities and to the books and records thereof and (ii) furnish promptly to the other party and its Representatives such information concerning its business, properties, contracts, records and personnel (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by such other party.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNotwithstanding the foregoing provisions of this Section 6.07, neither party shall be required to grant access or furnish information to the other party to the extent that such access or the furnishing of such information is prohibited by Law. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are herein contained and each such representation and warranty shall survive such investigation.

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe information received pursuant to Section 6.07(a) that is non-public shall be deemed to be confidential information for purposes of this Agreement.

6.08. ÌýÌýÌýÌýÌýLock-up Agreement by the Company. Indirect beneficial owners of HUWX Common Stock identified by HUWX, including officers and directors of the Company (and after the Closing, officers of the Operating Company and Directors of HUWX) shall have delivered at Closing a signed agreement with HUWX whereby they agree to lock up shares of HUWX common stock owned by the Company, a total of [ ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý] shares of the Acquisition Shares, for a period of not less than 365 days commencing from the date of closing of the Placement and subject to leak-out and release provisions to be delivered at Closing..

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ARTICLE VII

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ADDITIONAL AGREEMENTS

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7.01. ÌýÌýÌýÌýÌýÌýÌýÌýMeetings of Stockholders.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýAs promptly as practicable after the execution of this Agreement, HUWX and the Company shall prepare an information statement (the â€�Information Statementâ€�) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Company and HUWX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or HUWX, or any of their respective officers or directors, should be discovered by the Company or HUWX that should be set forth in a supplement to the Information Statement, the Company or HUWX, as the case may be, shall promptly inform the other party thereof in writing.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company will, as promptly as possible have taken all actions necessary in accordance with state and federal securities Laws, Delaware Law and its Certificate of Formation and Company LLC Agreement to either (i) call, give notice of, convene and hold a meeting of the Company’s Unitholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of Unitholders in lieu of a meeting of the Company’s Unitholders, in either case to consider and vote on approval of this Agreement and the Acquisition (the â€�Company Unitholdersâ€� Meetingâ€�), and the Company will consult with HUWX in connection therewith. Subject to Section 7.01(b), the Board of Directors of the Company will recommend to the Unitholders of the Company the approval of this Agreement and the Acquisition and the Company will use its reasonable best efforts to solicit from the Unitholders of the Company proxies or consents in favor of the approval of this Agreement and the Acquisition and to secure the Required Company Vote. The Company will, in connection with the delivery of notice of the Company Unitholdersâ€� Meeting, deliver the Information Statement to its Unitholders entitled to notice of and to vote at the Company Unitholdersâ€� Meeting. Subject to the foregoing and Sections 7.01(c), as applicable, the Information Statement shall include the recommendation of the Company’s Board of Directors in favor of approval of the Acquisition and adoption and approval of this Agreement and the recommendation of HUWX’s Board of Directors in favor of approval of the Acquisition and adoption and approval of this Agreement and the issuance of the Acquisition Shares pursuant to the Acquisition.

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(c) ÌýÌýÌýÌýÌýÌýÌýUnless this Agreement is terminated in accordance with Article IX, the obligation of the Company to convene and hold the Company Unitholdersâ€� Meeting will not be limited or otherwise effected by any Change of Recommendation. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the immediately preceding sentence will not be effected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or interest in an Acquisition Proposal or any Change of Recommendation. The Company’s Board of Directors will not, in connection with any Change of Recommendation, take any action to withdraw the approval of the Board of Directors of the Company of this Agreement or the Acquisition.

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7.02. ÌýÌýÌýÌýÌýÌýÌýÌýAppropriate Action; Consents; Filings.

Ìý

(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company and HUWX shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by the Company or HUWX in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Acquisition, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Acquisition, required under (A) the Securities Act and any other applicable federal or state securities Laws,

22

and (B) any other applicable Law; provided that the Company and HUWX shall cooperate with each other in connection with the making of all such filings and submissions. Each of the Company and HUWX, upon request, shall furnish to the other and to any Governmental Entity all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

ÌýÌý

(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe Company and HUWX agree to cooperate with respect to and agree to use their reasonable best efforts to contest and resist, any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) of any Court or other Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the Acquisition or any other transactions contemplated by this Agreement.

Ìý

(c)(i) ÌýÌýÌýÌýÌýÌýÌýÌýEach of the Company and HUWX shall give any notices to third Persons, and use their reasonable best efforts to obtain any third Persons consents (A) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (B) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby or (C) required to prevent a Company Material Adverse Effect or a HUWX Material Adverse Effect from occurring after the Effective Time.

Ìý

(ii) ÌýÌýÌýÌýÌýÌýÌýÌýIn the event that any party shall fail to obtain any third Person consent described in subsection (c)(i) above, such party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and HUWX and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent.

Ìý

(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNothing in this Agreement shall require HUWX to agree to, or permit the Company to agree to, the imposition of conditions, the payment of any amounts or any requirement of divestiture to obtain any Approval, and in no event shall any party take, or be required to take, any action that would or could reasonably be expected to have a Company Material Adverse Effect or a HUWX Material Adverse Effect.

Ìý

(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýEach of the Company and HUWX shall promptly notify the other of (i) any material change in its current or future business, financial condition or results of operations, (ii) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Court or Governmental Entities with respect to the transactions contemplated hereby or its business, (iii) the institution or the threat of material litigation involving it, or (iv) any event or condition that might reasonably be expected to cause any of its representations, warranties, covenants or agreements set forth herein not to be true and correct at the Effective Time. As used in the preceding sentence, “material litigationâ€� means any case, arbitration or adversary proceeding or other matter which would have been required to be disclosed on the Company Disclosure Letter pursuant to Section 7.02 of the HUWX Disclosure Letter pursuant to Section 5.10, as the case may be, if in existence on the date hereof, or in respect of which the legal fees and other costs to the Company might reasonably be expected to exceed $50,000 over the life of the matter.

ÌýÌý

7.03. ÌýÌýÌýÌýÌýÌýÌýÌýTax Treatment. The parties hereto intend that the Acquisition shall qualify as a tax-free contribution of property solely for shares within the meaning of Section 351(a) of the Code and that this Agreement shall accordingly constitute an asset contribution agreement for the purposes of Section 351 of the Code and the Treasury Regulations promulgated thereunder. Each party hereto shall use its reasonable best efforts to cause the Acquisition to qualify, and shall not take, and shall use its reasonable best efforts to prevent any affiliate of such party from taking, any actions that could prevent the Acquisition from qualifying, as a tax-free contribution of property to HUWX under the provisions of Section 351(a) of the Code.

Ìý

7.04. ÌýÌýÌýÌýÌýÌýÌýÌýPublic Announcements. HUWX shall be responsible for issuing any press release or otherwise making any public statements with respect to the Acquisition.

Ìý

23

7.05. ÌýÌýÌýÌýÌýÌýÌýÌýEmployees. HUWX shall have the right, but not the obligation, to make offers of employment and enter into employment or consulting arrangements with any employee or consultant of the Company. Any such employment or consulting arrangement shall be effective at the Effective Time. HUWX is also expressly authorized to offer awards under the HUWX Stock Plan to officers, directors, employees, agent and consultants of the Company in HUWX’s sole and absolute discretion.

7.06. ÌýÌýÌýÌýÌýÌýÌýÌýIndemnification.

Ìý

(a) Ìý

Indemnity Agreement of Company. ÌýSubject to the provisions and limitations of this Section 7.06, the Company, for itself, its successors and assigns, agrees to indemnify and hold harmless each of HUWX and Sub and its or their respective officers, directors, representatives, and agents from and against:

Ìý

(i) Ìý

Failure to Perform Obligations. ÌýAny Event of Loss or Loss (each as defined below) arising as a result of Company’s failure to perform or discharge any of its duties or obligations to be performed by Company hereunder prior to the Closing Date; and

Ìý

(ii) Ìý

Breach of Representations, Warranties or Covenants. ÌýAny Event of Loss or Loss arising from any breach of a representation, warranty or covenant of Company set forth in this Agreement.

(b) Ìý

Indemnity Agreement of HUWX and Sub. ÌýSubject to the provisions and limitations of this Section 7.06, each of HUWX and Sub, for itself, its successors and assigns, agrees to indemnify and save harmless Company from and against:

Ìý

(i) Ìý

Failure to Perform Obligations. ÌýAny Event of Loss or Loss arising as a result of HUWX’s or Sub’s failure to discharge or perform any duties or obligations to be performed by HUWX or Sub hereunder prior to the Closing Date; and

Ìý

(ii) Ìý

Breach of Representations, Warranties or Covenants. ÌýAny Event of Loss or Loss arising from any breach of a representation, warranty or covenant of HUWX or Sub set forth in this Agreement.

Ìý

(c) Ìý

Definition of “Lossâ€�. ÌýAny party to this Agreement against whom or which indemnification may be sought pursuant to this Section 7.06 shall be herein called an â€�Indemnifying Party,â€� and any person entitled to indemnification pursuant to this Section 7.06 shall be herein called an â€�Indemnified Party.â€� ÌýThe occurrence of an event which may result in a loss, cost, expense or liability of an Indemnified Party hereunder as to which the Indemnifying Party shall have received notice from the Indemnified Party shall be herein called an â€�Event of Loss,â€� and the amount of any loss, cost, expense or liability of any kind whatsoever (including legal fees and disbursements incurred in connection therewith) incurred by an Indemnified Party shall be herein called a â€�Loss;â€� provided, however, that for purposes of computing the amount of Loss incurred by any Indemnified Party, there shall be deducted an amount equal to the amount of any insurance proceeds (other than self-insurance) directly or indirectly received by such Indemnified Party in connection with such Loss or the circumstances giving rise thereto.

Ìý

Upon payment by an Indemnified Party of any Loss, the Indemnifying Party shall discharge its obligation to indemnify the Indemnified Party against such Loss by paying to the Indemnified Party an amount that, on an after-tax basis reflecting the hypothetical tax consequences, if any, of the receipt of such amount, shall be equal to the hypothetical after-tax amount of such Loss by taking into account the hypothetical tax consequences, if any, to the Indemnified Party of the payment of such Loss. ÌýFor purposes of this Section 7.06, references to “after-tax basis,â€� “hypotheticalâ€� tax consequences and “hypotheticalâ€� after-tax amount refer to calculations of foreign, federal, state and local tax at the maximum statutory rate (or rates, in the case of an item of income or deduction taxable or deductible for purposes of more than one tax) applicable to the Indemnified Party for the relevant year, after taking into account, for example, the effect of deductions available for other taxes such as state and local income taxes, which effect would similarly be calculated on the basis of the maximum statutory rate (or rates) of the tax (or taxes) for which such deduction was available.

Ìý

24

(d)

Insurance Proceeds Received After Indemnification. ÌýEach party agrees that, if it receives any payments from the other party hereto with respect to any Loss pursuant to this Section 7.06 and subsequently such party receives any amount of insurance proceeds (other than from self-insurance) in connection with any such Loss or the circumstances giving rise thereto, such party agrees to promptly deliver or cause to be delivered the amount of such insurance proceeds to the party that made such indemnification payments pursuant to this Section 7.06; provided, however, a party shall not be required to pay (or cause to be paid) to the other party an amount of insurance proceeds in excess of the payment in respect of the related Loss paid by the Indemnifying Party.

Ìý

(e) Ìý

Deductible Amount and Time Period. ÌýAn Indemnifying Party shall not be required to make any indemnification payments hereunder for which such Indemnifying Party would otherwise be liable under this Section 7.06 until (and then only to the extent that) the total of all amounts to which, but for the provisions of this sentence, the Indemnified Party would be entitled pursuant to this Section 7.06 with respect to all Losses actually exceeds $25,000; provided, however, that the limitations on liability set forth in this sentence shall not be applicable to (i) any claim against an Indemnifying Party alleging fraudulent misrepresentation or (ii) any payments to be made by the Indemnifying Party pursuant to any provision of this Agreement (other than those set forth in this Section 7.06) or any provision of the instruments of assumption referred to herein.

Ìý

Notwithstanding anything in this Section 7.06 to the contrary, the Indemnifying Party shall have (i) no liability for any Loss arising out of claims of a person not a party or an affiliate of a party to this Agreement as to which the Indemnifying Party shall not have received notice within six years from the Closing Date and (ii) no liability for any Loss arising out of claims under this Agreement (other than those referred to in clause (i) of this sentence) as to which the Indemnifying Party shall not have received notice within four years from the Closing Date.

Ìý

(f) Ìý

Defense of Claims. ÌýIn case any legal action shall be commenced or threatened (provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing. ÌýAfter receipt of any such notice, the Indemnifying Party shall have the right, exercisable by written notice of exercise to the Indemnified Party promptly after receipt of the notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at its own expense and with its own counsel, provided such counsel is satisfactory to the Indemnified Party. ÌýIf the Indemnifying Party elects to assume the defense of such action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. ÌýThe Indemnified Party shall have the right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the Indemnified Party shall be at its own expense except as set forth in the following sentence. ÌýThe Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party to handle the defense of the action at the expense of the Indemnifying Party. ÌýIn no event will the Indemnifying Party be liable for any settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party shall be liable therefor, subject to the limitations set forth in this Section 7.06. ÌýThe Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 7.06 without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. ÌýAny participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. ÌýThe giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 7.06 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such matter. ÌýNotwithstanding any of the above, HUWX shall have control of any action arising from a tax claim to the extent such claim is reflected on HUWX’s tax returns.

Ìý

25

(g) Ìý

Payment of Loss; Subrogation. ÌýAny Loss for which an Indemnified Party is entitled to payment hereunder shall be paid by the Indemnifying Party upon written demand by the Indemnified Party. ÌýThe Indemnifying Party shall be subrogated to any claims or rights of the Indemnified Party as against any other persons with respect to any Loss paid by the Indemnifying Party under this Section 7.06. ÌýThe Indemnified Party shall cooperate with the Indemnifying Party to a reasonable extent, at the Indemnifying Party’s expense, in the assertion by the Indemnifying Party of any such claims against such other persons.

Ìý

(h) Ìý

Notice of Event of Loss. ÌýEach party agrees that it will give notice to the other party hereunder promptly, but in no event later than 30 days, after the receipt by one of its responsible officers of knowledge of a state of facts which, if not corrected, would be an Event of Loss hereunder. ÌýEach party shall make available to the other party and its counsel and accountants, at reasonable times and for reasonable periods, during normal business hours, all books and records of such party relating to any such possible Event of Loss, and each party will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate prosecution of the defense of any suit, claim or proceeding based upon such state of facts.

(i)

Indemnification by ▇▇▇▇ �. ▇▇▇▇▇▇�. Supplemental to the foregoing, ▇▇▇▇ �. ▇▇▇▇▇▇� shall indemnify and hold the post-Closing HUWX harmless from all liabilities, causes of action and claims that exceed $25,000 arising out of the operations of HUWX since its formation through the Closing, (the �▇▇▇▇▇▇� Indemnification�). The amount of the ▇▇▇▇▇▇� Indemnification (i) shall not exceed $500,000 in the aggregate, and (ii) will lapse and be no longer effective on the earlier of (a) 180 days following the Closing or (b) the completion of the underwritten public offering of the securities of the post-Acquisition HUWX. In the event HUWX’s pre-Closing assets are sold post-Closing, or if they are sold pre-closing but are not given effect to permit HUWX a greater post-Closing percentage and additional shares in the Transaction then before seeking indemnification for any loss from ▇▇▇▇ �. ▇▇▇▇▇▇� pursuant to this Section 7.06, HUWX shall first credit and offset against any such claim the proceeds received by HUWX from the sale of HUWX’s pre-Closing assets.

ÌýARTICLE VIII

Ìý

CONDITIONS

Ìý

8.01. ÌýÌýÌýÌýÌýÌýÌýÌýConditions to Obligations of Each Party. The respective obligations of each party to effect the Acquisition and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

Ìý

(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNo Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, Regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the Acquisition or the other transactions contemplated hereby illegal or otherwise prohibiting consummation of the Acquisition or the other transactions contemplated hereby.

Ìý

(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýGovernment Consents. The applicable waiting period under any Approvals of any Governmental Entity the failure to obtain would constitute a criminal offense, or individually or in the aggregate would be reasonably expected to have a Company Material Adverse Effect or a HUWX Material Adverse Effect after the Effective Time, shall have been obtained.

Ìý

Ìý

8.02. ÌýÌýÌýÌýÌýÌýÌýÌýAdditional Conditions to Obligations of HUWX. The obligations of HUWX to effect the Acquisition and the other transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions:

Ìý

(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýRepresentations and Warranties. Each of the representations and warranties of the Company contained in this Agreement (which for purposes of this subparagraph (a) shall be read as though none of them contained any Company Material Adverse Effect or other materiality qualifications), except for the representations and warranties contained in Sections 4.01, 4.02, 4.03, 4.04 and 4.05, shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties specifically relate to a specified date, in which case

26

such representations and warranties shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Each of the representations and warranties of the Company set forth in Sections 4.01, 4.02, 4.03, 4.04 and 4.05 of this Agreement shall be true and correct in all respects on the date of this Agreement and on the Closing Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct in all respects as of such specified date).

Ìý

(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýAgreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Ìý

(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNo Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date hereof and be continuing.

Ìý

(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýCompliance Certificate. HUWX shall have received a certificate of the Chief Executive Officer of the Company, dated the Closing Date, confirming that the conditions in Sections 8.02(a), (b) and (c) have been satisfied.

Ìý

(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNo Pending Action. There shall not be any action taken, any Law, Regulation or order enacted (whether temporary, preliminary or permanent), issued, promulgated, enforced, entered or deemed applicable by any Governmental Entity or pending or threatened any Action by any Governmental Entity or other Person, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Acquisition, (ii) seeking to obtain material damages in connection with the transactions contemplated by this Agreement or (iii) imposing any condition or restriction that in the judgment of HUWX, acting reasonably, would be materially burdensome to the future operations or business of HUWX or the Operating Company after the Effective Time.

Ìý

(f) ÌýÌýÌýÌýÌýÌýÌýÌýÌýConsent, Waiver and Investment Agreement. Company Unitholders representing the Required Company Vote shall have executed and delivered a Consent, Waiver and Investment Agreement in form and substance satisfactory to the Company and HUWX.

Ìý

(g) ÌýÌýÌýÌýÌýÌýÌýÌýÌýUnitholder Approval. This Agreement and the Acquisition shall have been approved and adopted by the Required Company Vote.

Ìý

8.03. ÌýÌýÌýÌýÌýÌýÌýÌýAdditional Conditions to Obligations of the Company. The obligations of the Company to effect the Acquisition and the other transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions:

Ìý

(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýRepresentations and Warranties. Each of the representations and warranties of HUWX contained in this Agreement (which for purposes of this subparagraph (a) shall be read as though none of them contained any HUWX Material Adverse Effect or other materiality qualification), except for the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05, shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties specifically relate to a specified date, in which case such representations and warranties shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and would not reasonably be expected to have, a HUWX Material Adverse Effect. Each of the representations and warranties of HUWX set forth in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 of this Agreement shall be true and correct in all respects on the date of this Agreement and on the Closing Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct in all respects as of such specified date).

ÌýÌý

(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýAgreements and Covenants. HUWX shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.

Ìý

27

(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýNo Material Adverse Effect. No HUWX Material Adverse Effect shall have occurred since the date hereof and be continuing.

Ìý

(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýCompliance Certificate. The Company shall have received a certificate of the President of HUWX, dated the Closing Date, confirming that the conditions in Sections 8.03(a), (b) and (c) have been satisfied.

Ìý

(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýStockholder Approval. This Agreement and the Acquisition shall have been approved and adopted by stockholders of HUWX.

Ìý

ARTICLE IX

Ìý

TERMINATION, AMENDMENT AND WAIVER

Ìý

9.01. ÌýÌýÌýÌýÌýÌýÌýÌýTermination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company or HUWX of the Acquisition:

Ìý

(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby mutual written consent of the Company and HUWX;

Ìý

(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby HUWX, upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case only if the conditions set forth in Section 8.02(a), (b) or (c) of this Agreement, as the case may be, would be incapable of being satisfied; provided, that such breach or untruth has not been cured within 30 days following the earlier of receipt by HUWX of written notice of such breach or untruth from the Company or receipt by the Company of written notice of such breach or untruth from HUWX;

Ìý

(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby the Company, upon a breach of any representation, warranty, covenant or agreement on the part of HUWX set forth in this Agreement, or if any representation or warranty of HUWX shall have become untrue, in either case only if the conditions set forth in Section 8.03(a), (b) or (c) of this Agreement, as the case may be, would be incapable of being satisfied; provided, that such breach or untruth has not been cured within 30 days following the earlier of receipt by the Company of written notice of such breach or untruth from HUWX or receipt by HUWX of written notice of such breach or untruth from the Company;

ÌýÌý

(d) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby either HUWX or the Company, if there shall be any Law, order, injunction or decree which is final and non-appealable preventing the consummation of the Acquisition;

Ìý

(e) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby either HUWX or the Company, if the Acquisition shall not have been consummated before the 45th day after the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 9.01(e) shall not be available to any party whose failure or whose affiliatesâ€� failure to perform any material covenant, agreement or obligation hereunder has been the cause of, or resulted in, the failure of the Acquisition to occur on or before such date;

Ìý

(f) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby either HUWX or the Company if this Agreement and the Acquisition shall not be adopted and approved by the Required Company Vote;

Ìý

(g) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby either HUWX or the Company if this Agreement and the Acquisition shall not be adopted and approved by the requisite vote of the stockholders of HUWX;

Ìý

(h) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby HUWX, if the Board of Directors of the Company (A) shall fail to recommend or shall withdraw, modify or change in any manner adverse to HUWX its approval or recommendation of this Agreement and the Acquisition, (B) shall approve, recommend or publicly announce its intention to enter into any Acquisition Proposal, (C) shall have breached any of its obligations under Section 6.04, (D) shall fail to reaffirm its approval or recommendation of this Agreement and the Acquisition as promptly as practicable (but in any event within five business days) after receipt of any written request to do so from HUWX, (E) shall not have sent to its stockholders pursuant to Rule 14e-2 promulgated under the Securities Act a statement disclosing that the Board of Directors of the Company recommends rejection of any tender or exchange offer relating to its

28

securities that has been commenced by a Person unaffiliated with HUWX within ten business days after such tender or exchange offer is first published, sent or given, (F) shall exempt any Person other than HUWX from the ability to acquire or vote shares or (G) shall resolve to take any of the actions specified in clause (A), (B) or (F) of this Section 9.01(h); or

Ìý

(i) ÌýÌýÌýÌýÌýÌýÌýÌýÌýby the Company, if the Board of Directors of the Company shall have made a Change of Recommendation in accordance with Section 7.01(b).

Ìý

9.02. ÌýÌýÌýÌýÌýÌýÌýÌýEffect of Termination. Except as provided in Section 9.05 or Section 10.01 of this Agreement, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, there shall be no liability on the part of HUWX or the Company or their respective officers, directors, or stockholders and all rights and obligations of any party hereto shall cease, except that nothing herein shall relieve any party of any liability for any willful breach of such party’s representations or warranties contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties under the Confidentiality Agreement.

Ìý

9.03. ÌýÌýÌýÌýÌýÌýÌýÌýAmendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time; provided, however, that, after approval of the Acquisition by the Unitholders of the Company, no amendment, which under applicable Law may not be made without the approval of the Unitholders of the Company, may be made without such approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

ÌýÌý

9.04. ÌýÌýÌýÌýÌýÌýÌýÌýWaiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

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9.05. ÌýÌýÌýÌýÌýÌýÌýÌýFees, Expenses and Other Payments. Except as provided in Section 9.02 of this Agreement, all expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such expenses whether or not the Acquisition is consummated.

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ARTICLE X

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GENERAL PROVISIONS

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10.01. ÌýÌýÌýÌýÌýÌýÌýÌýEffectiveness of Representations, Warranties and Agreements.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýExcept as set forth in Section 10.01(b) of this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers, directors, representatives or agents, whether prior to or after the execution of this Agreement.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThe representations and warranties in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article IX. This Section 10.01(b) shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time or after termination of this Agreement.

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10.02. ÌýÌýÌýÌýÌýÌýÌýÌýNotices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the e-mail address specified below:

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If to HUWX, to:

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Heatwurx Inc.

▇▇� ▇▇▇▇� ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇� ▇▇�

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇�

Attention: ▇▇▇▇ �. ▇▇▇▇▇▇�

E-mail:

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with a copy to (which copy shall not constitute notice hereunder):

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Law offices of ▇▇▇▇� �. ▇▇▇▇▇▇▇▇

11111 ÌýSanta ▇▇▇▇▇▇ Boulevard

Suite 1840

Attention: ▇▇▇▇� �. ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇�.▇▇�

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If to Company:

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Promet Therapeutics, LLC.

▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇�

▇▇▇▇▇▇�, ▇▇▇▇▇▇▇▇ ▇▇▇▇�

Attention: ▇▇▇▇� ▇▇▇▇� Ph.D.

E-mail: ▇▇▇▇�.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇�

With a copy (which copy shall not constitute notice) to:

Matheau �. �. ▇▇▇▇�, Esq.

Attorney At Law

▇▇� ▇▇▇▇ ▇▇▇▇� ▇▇▇▇▇▇

▇▇� ▇▇▇▇�

▇▇▇▇▇▇▇▇�, ▇▇▇▇▇▇▇▇ ▇▇▇▇�

E-mail: ▇▇▇▇▇▇°ªâ–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡â–‡.▇▇â–�

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10.03. ÌýÌýÌýÌýÌýÌýÌýÌýHeadings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references herein are, unless the context otherwise requires, references to sections of this Agreement.

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10.04. ÌýÌýÌýÌýÌýÌýÌýÌýSeverability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

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10.05. ÌýÌýÌýÌýÌýÌýÌýÌýEntire Agreement. This Agreement (together with the Exhibits, the Company Disclosure Letter and the HUWX Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement of the parties, and supersede all prior agreements and undertakings, both written and oral, among the parties or between any of them, with respect to the subject matter hereof. The Company agrees that nothing contained in this Agreement, or the transactions contemplated hereby or thereby, shall be deemed to violate the Confidentiality Agreement.

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10.06. ÌýÌýÌýÌýÌýÌýÌýÌýAssignment. This Agreement shall not be assigned by any party prior to the Effective Time by operation of Law or otherwise.

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10.07. ÌýÌýÌýÌýÌýÌýÌýÌýParties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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10.08. ÌýÌýÌýÌýÌýÌýÌýÌýSpecific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Acquisition, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

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10.09. ÌýÌýÌýÌýÌýÌýÌýÌýFailure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available.

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10.10. ÌýÌýÌýÌýÌýÌýÌýÌýGoverning Law; Consent Jurisdiction; Venue.

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(a) ÌýÌýÌýÌýÌýÌýÌýÌýÌýThis Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Law.

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(b) ÌýÌýÌýÌýÌýÌýÌýÌýÌýEach of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for Delaware, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court.. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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(c) ÌýÌýÌýÌýÌýÌýÌýÌýÌýEach of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Acquisition, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 10.10 shall affect the right of any party hereto to service legal process in any other manner permitted by Law.

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10.11. ÌýÌýÌýÌýÌýÌýÌýÌýWaiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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10.12. ÌýÌýÌýÌýÌýÌýÌýÌýCounterparts. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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* ÌýÌýÌýÌý* ÌýÌýÌýÌý* ÌýÌýÌý* ÌýÌýÌý*

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[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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