UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 25, 2011

BOLLENTE COMPANIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-54219
26-2137574
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

Gainey Center II
8501 North Scottsdale Road, Suite 165
Scottsdale, Arizona
 
85253-2740
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (480)-275-7572

Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 7, 2011, the Registrant entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and wholly- owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger, whereby the Registrant intends to issue 4,707,727 shares of its 144 restricted common stock in exchange for 100% of Bollente’s outstanding membership interest. Pursuant to the terms of the merger, Woodman’s will be merged with Bollente wherein Woodmans shall cease to exist and Bollente will become a wholly owned subsidiary of the Registrant. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, will provide the Registrant with the ownership of 100% of Bollente. A copy of the agreement is attached hereto as exhibit 10.1.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities.

On February 25, 2011, the Registrant issued 3 Units in exchange for Thirty Thousand dollars ($30,000) to an Accredited Investor in a transaction that was not registered under the Act. Each Unit consists of an Eleven Thousand Dollar ($11,000) debenture maturing in fifteen (15) months from the closing the offering, plus Ten Thousand (10,000) shares of Common Stock of the Company, at a purchase price of Ten Thousand Dollars ($10,000) per Unit. The Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Act and Section 506 of Regulation D promulgated thereunder.

On March 3, 2011, the Registrant entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares of unrestricted Common Stock (the “Shares”). SLG is a related party in this transaction by virtue of being a beneficial owner. A copy of the agreement is attached hereto as exhibit 10.2.

Section 9 – Financial Statements and Exhibits

Item 9.01 Exhibits

Exhibit
Number
 
Description
2.1
Acquisition Agreement and Plan of Merger – Dated March 7, 2011
10.1
Debt Conversion Agreement – Dated March 3, 2011

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BOLLENTE COMPANIES, INC.
   
   
   
 
By: /s/ Robertson James Orr
 
Robertson James Orr,
President and Chairman of the Board


Date:  March 9, 2011

 
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ACQUISITION AGREEMENT AND PLAN OF MERGER

DATED AS OF March 7, 2011

BY AND AMONG

BOLLENTE COMPANIES, INC. (ACBR), a Nevada corporation,

WOODMANS LUMBER AND MILLWORKS PERU, (“Woodmans”), a Nevada corporation

AND

BOLLENTE, INC. (“BOLLENTE”), a Nevada corporation

TABLE OF CONTENTS



ARTICLE 1. The Merger
1
Section 1.1.
The Merger
1
Section 1.2.
Effective Time
2
Section 1.3.
Closing of the Merger
2
Section 1.4.
Effects of the Merger
2
Section 1.5.
Articles of Incorporation; Bylaws
2
Section 1.6.
Board of Directors and Officers
2
Section 1.7.
Conversion of Shares
3
Section 1.8.
Exchange of Certificates
4
Section 1.9.
Stock Options
6
Section 1.10.
Warrants
6
Section 1.11.
Taking of Necessary Action; Further Action
6



ARTICLE 2. Representations and Warranties of ACBR
6
Section 2.1.
Organization and Qualification
7
Section 2.2.
Capitalization of ACBR
7
Section 2.3.
Authority Relative to this Agreement; Recommendation.
8
Section 2.4.
SEC Reports; Financial Statements
9
Section 2.5.
Information Supplied
9
Section 2.6.
Consents and Approvals; No Violations
10
Section 2.7.
No Default
10
Section 2.8.
No Undisclosed Liabilities; Absence of Changes
11
Section 2.9.
Litigation
11
Section 2.10.
Compliance with Applicable Law
12
Section 2.11.
Employee Benefit Plans; Labor Matters
12
Section 2.12.
Environmental Laws and Regulations
14
Section 2.13.
Tax Matters
15
Section 2.14.
Title To Property
15
Section 2.15.
Intellectual Property
15
Section 2.16.
Insurance
16
Section 2.17.
Vote Required
16
Section 2.18.
Tax Treatment
16

 
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Section 2.19.
Affiliates
16
Section 2.20.
Certain Business Practices
16
Section 2.21.
Insider Interests
16
Section 2.22.
Opinion of Financial Adviser
17
Section 2.23.
Brokers
17
Section 2.24.
Disclosure
17
Section 2.25.
No Existing Discussion
17
Section 2.26.
Material Contracts
17



ARTICLE 3. Representations and Warranties of BOLLENTE.
18
Section 3.1.
Organization and Qualification
18
Section 3.2.
Capitalization of BOLLENTE
19
Section 3.3.
Authority Relative to this Agreement; Recommenda­tion
19
Section 3.4.
SEC Reports; Financial Statements
20
Section 3.5.
Information Supplied
20
Section 3.6.
Consents and Approvals; No Violations
20
Section 3.7.
No Default
21
Section 3.8
No Undisclosed Liabilities; Absence of Changes
21
Section 3.9.
Litigation
21
Section 3.10.
Compliance with Applicable Law
22
Section 3.11.
Employee Benefit Plans; Labor Matters
22
Section 3.12.
Environmental Laws and Regulations
24
Section 3.13.
Tax Matters
24
Section 3.14.
Title to Property
25
Section 3.15.
Intellectual Property
25
Section 3.16.
Insurance
25
Section 3.17.
Vote Required
25
Section 3.18.
Tax Treatment
25
Section 3.19.
Affiliates
26
Section 3.20.
Certain Business Practices
26
Section 3.21.
Insider Interests
26
Section 3.22.
Opinion of Financial Adviser
26
Section 3.23.
Brokers
26
Section 3.24.
Disclosure
26
Section 3.25.
No Existing Discussions
26
Section 3.26.
Material Contracts
27

 
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ARTICLE 4. Covenants
28
Section 4.1.
Conduct of Business of ACBR
28
Section 4.2.
Conduct of Business of BOLLENTE
30
Section 4.3.
Preparation of 8-K
32
Section 4.4.
Other Potential Acquirers
32
Section 4.5.
Meetings of Stockholders
32
Section 4.6.
FINRA OTC:BB Listing
32
Section 4.7.
Access to Information
33
Section 4.8.
Additional Agreements; Reasonable Efforts.
33
Section 4.9.
Employee Benefits; Stock Option and Employee Purchase Plans
33
Section 4.10.
Public Announcements
34
Section 4.11.
Indemnification
34
Section 4.12.
Notification of Certain Matters
35



ARTICLE 5. Conditions to Consummation of the Merger
36
Section 5.1.
Conditions to Each Party’s Obligations to Effect the Merger
36
Section 5.2.
Conditions to the Obligations of ACBR and Woodmans
36
Section 5.3.
Conditions to the Obligations of BOLLENTE
37



ARTICLE 6. Termination; Amendment; Waiver
38
Section 6.1.
Termination
38
Section 6.2.
Effect of Termination
39
Section 6.3.
Fees and Expenses
39
Section 6.4.
Amendment
39
Section 6.5.
Extension; Waiver
39



ARTICLE 7. Miscellaneous
40
Section 7.1.
Non-survival of Representations and Warranties
40
Section 7.2.
Entire Agreement; Assignment
40
Section 7.3.
Validity
40
Section 7.4.
Notices
40
Section 7.5.
Governing Law
41
Section 7.6.
Descriptive Headings
41
Section 7.7.
Parties in Interest
41
Section 7.8.
Certain Definitions
41
Section 7.9.
Personal Liability
42
Section 7.10.
Specific Performance
42
Section 7.11.
Counterparts
42
Section 7.12.
Conflict Waiver
42


Signatures
43



 
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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), dated as of March 7, 2011, is by and among Bollente Companies, Inc., a Nevada corporation (“ACBR”), Woodmans Lumber and Millworks Peru, a Nevada corporation and wholly owned subsidiary of ACBR (“Woodmans”) and Bollente, Inc., a Nevada corporation (“BOLLENTE”), Woodmans and BOLLENTE being the constituent entities in the Merger.

Whereas, the Boards of Directors of ACBR, Woodmans and BOLLENTE each have, in light of and subject to the terms and conditions set forth herein, (i) determined that the Merger (as defined below) is fair to their respective stockholders and in the best interests of such stockholders and (ii) approved the Merger in accordance with this Agreement;

Whereas, this Agreement constitutes the entire, final and complete agreement between ACBR, Woodmans, and BOLLENTE and supersedes and replaces all prior or existing written and oral agreements, between ACBR, Woodmans, and BOLLENTE with respect to the subject matter hereof;

Whereas, for Federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

Whereas, ACBR, Woodmans and BOLLENTE desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

Now, therefore, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, ACBR, Woodmans and BOLLENTE hereby agree as follows:

ARTICLE I

The Merger

Section 1.1. The Merger . At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Nevada (the “NGCL”), Woodmans shall be merged with and into BOLLENTE (the “Merger”). Following the Merger, BOLLENTE shall continue as the surviving corporation (the “Surviving Corporation”), shall continue to be governed by the laws of the jurisdiction of its incorporation or organization and the separate corporate existence of Woodmans shall cease. BOLLENTE shall continue its existence as a wholly owned subsidiary of ACBR.  The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Code as relates to the non-cash exchange of stock referenced herein.

 
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Section 1.2. Effective Time . Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger (the “Merger Certificate”) shall be duly executed and acknowledged by each of BOLLENTE, Woodmans and ACBR, and thereafter the Merger Certificate reflecting the Merger shall be delivered to the Secretary of State of the State of Nevada for filing pursuant to the NGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective on April 15, 2011, as set forth in the Merger Certificate (the time at which the Merger becomes effective shall be referred to herein as the “Effective Time”).

Section 1.3. Closing of the Merger . The closing of the Merger (the “Closing”) will take place on April 15, 2011 upon satisfaction of the conditions set forth in Article 5 (the “Closing Date”), at the offices of Stoecklein Law Group, 402 West Broadway, Suite 690, San Diego, California 92101, unless another time, date or place is agreed to in writing by the parties hereto.

Section 1.4. Effects of the Merger . The Merger shall have the effects set forth in the NGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers of Woodmans shall vest in the Surviving Corporation, and all debts, liabilities and duties of Woodmans shall become the debts, liabilities and duties of the Surviving Corporation. Concurrently, BOLLENTE shall remain a wholly owned subsidiary of ACBR.

Section 1.5. Articles of Incorporation and Bylaws . The Articles of Incorporation and Bylaws of BOLLENTE in the respective forms delivered by BOLLENTE to ACBR prior to the date of this Agreement will remain in full force and effect and will be the Articles of Incorporation and Bylaws of the Surviving Corporation.

Section 1.6. Board of Directors and Officers .

(a) Board of Directors of Woodmans . At or prior to the Effective Time, ACBR agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of Woodmans to be one (1) person and (ii) to cause Robertson J. Orr,  (the “ACBR Designee”) to be elected as the sole director of Woodmans.

 
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(b) Board of Directors of ACBR . At or prior to the Effective Time, each of BOLLENTE and ACBR agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of ACBR to be two (2) persons and (ii) to cause Robertson J. Orr (the “BOLLENTE Designee”) to be elected as a director of ACBR. If the BOLLENTE Designee shall decline or be unable to serve as a director prior to the Effective Time, BOLLENTE shall nominate another person to serve in such person’s stead, which such person shall be subject to approval of the other party. From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, Robertson J. Orr shall be Chief Executive Officer, President, Secretary and Treasurer of the Surviving Corporation. Additionally, prior to the Effective Time, Robertson J. Orr (“Orr”), the existing Chief Executive Officer, and director of ACBR, and any other officer of ACBR, shall resign upon execution of this Agreement, and pursuant to the terms of the termination agreement (“Termination Agreement”) between Orr and ACBR. Upon the resignation of Orr, until successors are duly elected or appointed and qualified in accordance with applicable law, Robertson J. Orr shall be Chief Executive Officer, President, Secretary and Treasurer of ACBR.

Section 1.7. Conversion of Shares .

(a) At the Effective Time, each share of common stock, par value $.001 per share of BOLLENTE (individually a "BOLLENTE Share" and collectively, the "BOLLENTE Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of BOLLENTE, ACBR, or the holder thereof, be converted into and shall become fully paid and nonassessable ACBR common shares determined by dividing (i) Million Seven Hundred Seven Thousand Seven Hundred Twenty-Seven (4,707,727), by (ii) the total number of shares of BOLLENTE, Four Million Seven Hundred Seven Thousand Seven Hundred Twenty-Seven (4,707,727) outstanding immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more shares of BOLLENTE common stock shall be entitled to receive in exchange therefore a number of shares of ACBR Common Stock equal to the product of (x) (the number of shares of BOLLENTE common stock (4,707,727)), times (y) (the Exchange Ratio. ACBR Shares and BOLLENTE Shares are sometimes referred to collectively herein as "Shares." By way of example, 4,707,727 / 4,707,727 = 1.00 (the Exchange Ratio). The number of shares of BOLLENTE common stock held by a stockholder (assume 100,000 shares) times the Exchange Ratio of 1.00 equals 100,000 shares of ACBR Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of ACBR Common Stock or BOLLENTE Common Stock are changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of ACBR Common Stock into which each share of BOLLENTE Common Stock will be converted as a result of the Merger will be adjusted appropriately.

 
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(b)  BOLLENTE hereby acknowledges that (i) the ACBR Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the ACBR Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

(c) At the Effective Time, each BOLLENTE Share held in the treasury of BOLLENTE, by BOLLENTE immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of BOLLENTE, Woodmans or ACBR be canceled, retired and cease to exist and no payment shall be made with respect thereto.

Section 1.8. Exchange of Certificates .

(a) Prior to the Effective Time, ACBR shall enter into an agreement with, and shall deposit with, Stoecklein Law Group or such other agent or agents as may be satisfactory to ACBR and BOLLENTE (the “Exchange Agent”), for the benefit of the holders of BOLLENTE Shares, for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the appropriate number of ACBR Shares to be issued to holders of BOLLENTE Shares issuable pursuant to Section 1.7 in exchange for outstanding BOLLENTE Shares.

 
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(b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding BOLLENTE Shares (the “Certificates”) whose shares were converted into the right to receive ACBR Shares pursuant to Section 1.7: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as BOLLENTE and ACBR may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing ACBR Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole ACBR Shares and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of BOLLENTE Shares which are not registered in the transfer records of BOLLENTE, a certificate representing the proper number of ACBR Shares may be issued to a transferee if the Certificate representing such BOLLENTE Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or ACBR to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing ACBR Shares as contemplated by this Section 1.8.

(c) No dividends or other distributions declared or made after the Effective Time with respect to ACBR Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the ACBR Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate.

(d) In the event that any Certificate for BOLLENTE Shares or ACBR Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof such ACBR Shares and cash in lieu of fractional ACBR Shares, if any, as may be required pursuant to this Agreement; provided, however, that ACBR or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity.

(e) All ACBR Shares issued upon the surrender for exchange of BOLLENTE Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such BOLLENTE Shares. There shall be no further registration of transfers on the stock transfer books of either of BOLLENTE or ACBR of the BOLLENTE Shares or ACBR Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to ACBR for any reason, they shall be canceled and exchanged as provided in this Article I.

 
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(f) No fractional ACBR Shares shall be issued in the Merger, but in lieu thereof each holder of BOLLENTE Shares otherwise entitled to a fractional ACBR Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Section 1.9. Stock Options . At the Effective Time, each outstanding option to purchase BOLLENTE Shares, if any (a “BOLLENTE Stock Option” or collectively, “BOLLENTE Stock Options”) issued pursuant to any BOLLENTE Stock Option Plan or BOLLENTE Long Term Incentive Plan whether vested or unvested, shall be cancelled.

Section 1.10. Warrants . At the Effective Time, each outstanding warrant to purchase BOLLENTE Shares, if any (a “BOLLENTE Warrant” or collectively, “BOLLENTE Warrants”) issued and pursuant to any BOLLENTE Warrant Agreement as disclosed in Schedule 3.2 shall convert to the right to receive replacement ACBR Warrants, adjusted to reflect the proportionate reduction in number of shares as set forth in section 1.7 above. The Exercise Price per Warrant Share in effect at the time of the record date for the determination of Stockholders entitled to receive shares pursuant to section 1.7 shall be adjusted so that it shall equal the price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action.  Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable.
 
Section 1.11. Taking of Necessary Action; Further Action . If, at any time after the Effective Time, BOLLENTE or ACBR reasonably determines that any deeds, assignments, or instruments or confirmations of transfer are necessary or desirable to carry out the purposes of this Agreement and to vest ACBR with full right, title and possession to all assets, property, rights, privileges, powers and franchises of BOLLENTE, the officers and directors of ACBR and BOLLENTE are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary or desirable action.

ARTICLE 2

Representations and Warranties of ACBR

Except as set forth on the Disclosure Schedule delivered by ACBR and Woodmans to BOLLENTE (the “ACBR Disclosure Schedule”), ACBR and Woodmans hereby represent and warrant to BOLLENTE as follows:

 
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Section 2.1. Organization and Qualification .

(a) Each of ACBR and Woodmans is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on ACBR. When used in connection with ACBR, the term “Material Adverse Effect” means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of ACBR, other than any change or effect arising out of general economic conditions unrelated to any business in which ACBR is engaged, or (ii) that may impair the ability of ACBR to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b) ACBR has heretofore delivered to BOLLENTE accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of ACBR. Except as set forth on Schedule 2.1 of the ACBR Disclosure Schedule, ACBR is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on ACBR.

Section 2.2. Capitalization of ACBR .

(a) The authorized capital stock of ACBR consists of: (i) One Hundred Million (100,000,000) ACBR Common Shares, par value $0.001 per share, of which, as of March 7,, 2011, approximately 374,729  ACBR Shares were issued and outstanding; and (ii) Ten Million (10,000,000) ACBR Preferred Shared, par value $0.001 per share, were authorized, of which no Preferred Shares were issued. The authorized capital stock of Woodmans consists of One Hundred Thousand (100,000) shares of common stock ("Woodmans Shares"), of which, as of the date of this Agreement, no shares were issued and outstanding.  All of the outstanding ACBR Shares and Woodmans Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of ACBR or Woodmans, (ii) securities of ACBR convertible into or exchangeable for shares of capital stock or voting securities of ACBR or Woodmans, (iii) options or other rights to acquire from ACBR or Woodmans and, except as described in the ACBR SEC Reports (as defined below), no obligations of ACBR or Woodmans to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of ACBR or Woodmans, and (iv) equity equivalents, interests in the ownership or earnings of ACBR or Woodmans or other similar rights (collectively, “ACBR Securities”).

 
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 As of the date hereof, except as set forth on Schedule 2.2(a) of the ACBR Disclosure Schedule there are no outstanding obligations of ACBR or its subsidiaries to repurchase, redeem or otherwise acquire any ACBR Securities or stockholder agreements, voting trusts or other agreements or understandings to which ACBR is a party or by which it is bound relating to the voting or registration of any shares of capital stock of ACBR. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

(b) The ACBR Shares constitute the only class of equity securities of ACBR registered under the Exchange Act.

(c) Other than its 100% ownership of Woodmans, ACBR does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity, other than as specifically disclosed in the disclosure documents.

Section 2.3. Authority Relative to this Agreement; Recommendation .

(a) ACBR and Woodmans have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of ACBR (the “ACBR Board”) and the Board of Directors of Woodmans and no other corporate proceedings on the part of ACBR or Woodmans are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding Woodmans Shares. This Agreement has been duly and validly executed and delivered by ACBR and Woodmans and constitutes a valid, legal and binding agreement of ACBR and Woodmans, enforceable against ACBR and Woodmans in accordance with its terms.

(b) The ACBR Board has resolved to recommend that ACBR, the sole stockholder of Woodmans, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that Woodmans stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

 
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Section 2.4. SEC Reports; Financial Statements .

(a) ACBR has filed all required forms, reports and documents with the Securities and Exchange Commission (the “SEC”) from the Company’s inception through the period ended September 30, 2010, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. ACBR has heretofore delivered or promptly will deliver prior to the Effective Date to BOLLENTE, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-K for the year ended December 31, 2009, (ii) its Quarterly Report on Form 10-Q for the period ended September 30, 2010, (iii) all definitive proxy statements relating to ACBR’s meetings of stockholders (whether annual or special) held since December 31, 2009, if any, and (iv) all other reports or registration statements filed by ACBR with the SEC since December 31, 2009.  None of such ACBR SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of ACBR included in the ACBR SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of ACBR as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the ACBR SEC Reports have been so filed.

(b) ACBR has heretofore made available or promptly will make available to BOLLENTE a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by ACBR with the SEC pursuant to the Exchange Act.

Section 2.5. Information Supplied . None of the information supplied or to be supplied by ACBR for inclusion or incorporation by reference in connection with the Merger will at the date filed with the SEC and made available to stockholders of ACBR, 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, in light of the circumstances under which they are made, not misleading.

 
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Section 2.6. Consents and Approvals; No Violations . Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart-Scott-Rodino Antitrust Improvements Act of 1916, as amended (the ‘‘HSR Act’’), the rules of the Financial Industry Regulatory Authority (“FINRA”), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the ACBR Disclosure Schedule no filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by ACBR and Woodmans of this Agreement or the consummation by ACBR and Woodmans of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on ACBR or Woodmans.

Except as set forth in Section 2.6 of the ACBR Disclosure Schedule, neither the execution, delivery and performance of this Agreement by ACBR and Woodmans nor the consummation by ACBR or Woodmans of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of ACBR or Woodmans, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which ACBR is a party or by which any of its properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to ACBR or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on ACBR or Woodmans.

Section 2.7. No Default . Except as set forth in Section 2.7 of the ACBR Disclosure Schedule, neither ACBR nor Woodmans is in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which ACBR is now a party or by which any of its respective properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to ACBR or any of its respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on ACBR or Woodmans. Except as set forth in Section 2.7 of the ACBR Disclosure Schedule, each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which ACBR is now a party or by which its respective properties or assets may be bound that is material to ACBR or Woodmans and that has not expired is in full force and effect and is not subject to any material default thereunder of which ACBR or Woodmans is aware by any party obligated to ACBR thereunder.

 
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Section 2.8. No Undisclosed Liabilities; Absence of Changes . Except as set forth in Section 2.8 of the ACBR Disclosure Schedule and except as and to the extent publicly disclosed by ACBR in the ACBR SEC Reports, as of September 30, 2010, ACBR does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of ACBR (including the notes thereto) or which would have a Material Adverse Effect on ACBR. Except as publicly disclosed by ACBR, since September 30, 2010, ACBR has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to ACBR having or which reasonably could be expected to have, a Material Adverse Effect on ACBR. Except as and to the extent publicly disclosed by ACBR in the ACBR SEC Reports and except as set forth in Section 2.8 of the ACBR Disclosure Schedule, since September 30, 2010, there has not been (i) any material change by ACBR in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by ACBR of any of its assets having a Material Adverse Effect on ACBR, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Section 2.9. Litigation . Except as publicly disclosed by ACBR in the ACBR SEC Reports, there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of ACBR, threatened against ACBR or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on ACBR or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as publicly disclosed by ACBR in the ACBR SEC Reports, ACBR is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on ACBR or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

 
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Section 2.10. Compliance with Applicable Law . Except as publicly disclosed by ACBR in the ACBR SEC Reports, ACBR and Woodmans hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “ACBR Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on ACBR. Except as publicly disclosed by ACBR in the ACBR SEC Reports, ACBR is in compliance with the terms of the ACBR Permits, except where the failure to so comply would not have a Material Adverse Effect on ACBR. Except as publicly disclosed by ACBR in the ACBR SEC Reports, the business of ACBR is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws (as defined in Section 2.12 below) and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on ACBR. Except as publicly disclosed by ACBR in the ACBR SEC Reports, no investigation or review by any Governmental Entity with respect to ACBR is pending or, to the knowledge of ACBR, threatened, nor, to the knowledge of ACBR, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which ACBR reasonably believes will not have a Material Adverse Effect on ACBR.

Section 2.11. Employee Benefit Plans; Labor Matters .

(a) Except as set forth in Section 2.11(a) of the ACBR Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by ACBR or any entity required to be aggregated with ACBR pursuant to Section 414 of the Code (each, a “ACBR Employee Plan”), no event has occurred and to the knowledge of ACBR, no condition or set of circumstances exists in connection with which ACBR could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on ACBR.

(b) (i) No ACBR Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each ACBR Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 
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(c) Section 2.11(c) of the ACBR Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any ACBR Stock Options, together with the number of ACBR Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the ACBR Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. ACBR has furnished BOLLENTE with complete copies of the plans pursuant to which the ACBR Stock Options were issued. Other than the automatic vesting of ACBR Stock Options that may occur without any action on the part of ACBR or its officers or directors, ACBR has not taken any action that would result in any ACBR Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(d) ACBR has made available to BOLLENTE (i) a description of the terms of employment and compensation arrangements of all officers of ACBR and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating ACBR to make annual cash payments in an amount exceeding $2,000; (iii) a schedule listing all officers of ACBR who have executed a non-competition agreement with ACBR and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of ACBR with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of ACBR with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the ACBR Disclosure Schedule.

 
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(e) There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any ACBR Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

(f) There are no controversies pending or, to the knowledge of ACBR, threatened, between ACBR and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on ACBR. Neither ACBR nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by ACBR or any of its subsidiaries (and neither ACBR nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does ACBR know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. ACBR has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees.

Section 2.12. Environmental Laws and Regulations .

(a) Except as publicly disclosed by ACBR in the ACBR SEC Reports, (i) ACBR is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, “Environmental Laws”), except for non-compliance that would not have a Material Adverse Effect on ACBR, which compliance includes, but is not limited to, the possession by ACBR of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) ACBR has not received written notice of, or, to the knowledge of ACBR, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an “Environmental Claim”) that could reasonably be expected to have a Material Adverse Effect on ACBR; and (iii) to the knowledge of ACBR, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

(b) Except as publicly disclosed by ACBR, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on ACBR that are pending or, to the knowledge of ACBR, threatened against ACBR or, to the knowledge of ACBR, against any person or entity whose liability for any Environmental Claim ACBR has or may have retained or assumed either contractually or by operation of law.

 
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Section 2.13. Tax Matters .

(a) Except as set forth in Section 2.13 of the ACBR Disclosure Schedule: (i) ACBR has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as defined herein) with respect to Taxes (as defined herein) of ACBR and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to ACBR have been paid in full or have been provided for in accordance with GAAP on ACBR’s most recent balance sheet which is part of the ACBR SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to ACBR; (iv) to the knowledge of ACBR none of the Tax Returns of or with respect to ACBR is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to ACBR which has not been abated or paid in full.

(b) For purposes of this Agreement, (i) “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) “Tax Return” shall mean any report, return, documents declaration or other information or filing required to be supplied to any taxing authority or jurisdiction with respect to Taxes.

Section 2.14. Title to Property . ACBR has good and defensible title to all of its properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on ACBR; and, to ACBR’s knowledge, all leases pursuant to which ACBR leases from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of ACBR, under any of such leases, any existing material default or event of default (or event which with the giving of notice or lapse of time, or both, would constitute a default and in respect of which ACBR has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event, would not have a Material Adverse Effect on ACBR.

Section 2.15. Intellectual Property .

(a) ACBR owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the “ACBR Intellectual Property Rights”).

 
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(b) The validity of the ACBR Intellectual Property Rights and the title thereto of ACBR is not being questioned in any litigation to which ACBR is a party.

(c) Except as set forth in Section 2.15(c) of the ACBR Disclosure Schedule, the conduct of the business of ACBR as now conducted does not, to ACBR’s knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any ACBR Intellectual Property Rights.

(d) ACBR has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where ACBR has elected to rely on patent or copyright protection in lieu of trade secret protection.

Section 2.16. Insurance . ACBR currently does not maintain general liability and other business insurance.

Section 2.17. Vote Required . The affirmative vote of the holders of at least a majority of the outstanding Woodmans Shares are the only vote of the holders of any class or series of Woodmans’s capital stock and ACBR necessary to approve and adopt this Agreement and the Merger.

Section 2.18. Tax Treatment . Neither ACBR or Woodmans nor, to the knowledge of ACBR or Woodmans, any of their affiliates have taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

Section 2.19. Affiliates . Except for the directors and executive officers of ACBR, each of whom is listed in Section 2.19 of the ACBR Disclosure Schedule, there are no persons who, to the knowledge of ACBR, may be deemed to be affiliates of ACBR under Rule 1-02(b) of Regulation S-X of the SEC (the “ACBR Affiliates”).

Section 2.20. Certain Business Practices . None of ACBR or Woodmans or any directors, officers, agents or employees of ACBR or Woodmans has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or (iii) made any other unlawful payment.

Section 2.21. Insider Interests . Except as set forth in Section 2.21 of the ACBR Disclosure Schedule, no officer or director of ACBR has any interest in any material property, real or personal, tangible or intangible, including without limitation, any computer software or ACBR Intellectual Property Rights, used in or pertaining to the business of ACBR, except for the ordinary rights of a stockholder or employee stock option-holder.

 
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Section 2.22. Opinion of Financial Adviser . No financial adviser has been engaged to assist ACBR in reference to this transaction, nor are there any fees or commissions obligated to any third party.

Section 2.23. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of ACBR or Woodmans.

Section 2.24. Disclosure . No representation or warranty of ACBR or Woodmans in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to BOLLENTE pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading.

Section 2.25. No Existing Discussions . As of the date hereof, ACBR is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 4.4).

Section 2.26. Material Contracts .

(a) ACBR and Woodmans have delivered or otherwise made available to BOLLENTE true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which either ACBR and Woodmans is a party affecting the obligations of any party thereunder) to which either ACBR or Woodmans is a party or by which any of their respective properties or assets are bound that are, material to the business, properties or assets of ACBR or Woodmans taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of ACBR or Woodmans taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which ACBR is a party involving employees of ACBR); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise entered into since September 30, 2010; (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 4.1 hereof, the “ACBR Contracts”). Neither ACBR nor Woodmans is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

 
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(b) Each of the ACBR Contracts is valid and enforceable in accordance with its terms, and there is no default, other than what has been previously disclosed in ACBR’s SEC reports, under any ACBR Contract so listed either by ACBR or Woodmans or, to the knowledge of ACBR or Woodmans, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by ACBR or Woodmans or, to the knowledge of ACBR or Woodmans, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on ACBR or Woodmans.

(c) No party to any such ACBR Contract has given notice to ACBR of or made a claim against ACBR or Woodmans with respect to any breach or default thereunder, other than what has been previously disclosed in ACBR’s SEC reports, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on ACBR or Woodmans.

ARTICLE 3

Representations and Warranties of BOLLENTE

Except as set forth on the Disclosure Schedule delivered by BOLLENTE to ACBR (the “BOLLENTE Disclosure Schedule”), BOLLENTE hereby represents and warrants to ACBR as follows:

Section 3.1. Organization and Qualification .

(a) BOLLENTE is duly organized, validly existing and will be in good standing under the laws of the jurisdiction of its incorporation (Nevada) or organization prior to Close, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on BOLLENTE. When used in connection with BOLLENTE, the term “Material Adverse Effect’’ means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of BOLLENTE, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any business in which BOLLENTE is engaged, or (ii) that may impair the ability of BOLLENTE to consummate the transactions contemplated hereby.

(b) BOLLENTE has heretofore delivered to ACBR accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of BOLLENTE. BOLLENTE is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on BOLLENTE.

 
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Section 3.2. Capitalization of BOLLENTE .

(a) As of the date of this Agreement, the authorized capital stock of BOLLENTE consists of; (i) Ten Million (10,000,000) BOLLENTE Common Shares, par value $0.001 per share, of which, Four Million Seven Hundred Seven Thousand Seven Hundred Twenty-Seven (4,707,727) common Shares were issued and were outstanding. All of the outstanding BOLLENTE Shares have been duly authorized and validly issued, and are fully paid, non-assessable and free of preemptive rights.

(b) Except as set forth in Section 3.2(b) of the BOLLENTE Disclosure Schedule, between September 30, 2010 and the date hereof, no shares of BOLLENTE’s capital stock have been issued and no BOLLENTE Stock options have been granted. Except as set forth in Section 3.2(a) above, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of BOLLENTE, (ii) securities of BOLLENTE convertible into or exchangeable for shares of capital stock or voting securities of BOLLENTE, (iii) options or other rights to acquire from BOLLENTE, or obligations of BOLLENTE to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of BOLLENTE, or (iv) equity equivalents, interests in the ownership or earnings of BOLLENTE or other similar rights (collectively, “BOLLENTE Securities”). As of the date hereof, there are no outstanding obligations of BOLLENTE to repurchase, redeem or otherwise acquire any BOLLENTE Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which BOLLENTE is a party or by which it is bound relating to the voting or registration of any shares of capital stock of BOLLENTE.

(c) Except as set forth in Section 3.2(c) of the BOLLENTE Disclosure Schedule, there are no securities of BOLLENTE convertible into or exchangeable for, no options or other rights to acquire from BOLLENTE, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of BOLLENTE.

(d) The BOLLENTE Shares constitute the only class of equity securities of BOLLENTE.

Section 3.3. Authority Relative to this Agreement; Recommendation .

(a) BOLLENTE has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of BOLLENTE (the “BOLLENTE Board”), and no other corporate proceedings on the part of BOLLENTE are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BOLLENTE Shares. This Agreement has been duly and validly executed and delivered by BOLLENTE and constitutes a valid, legal and binding agreement of BOLLENTE, enforceable against BOLLENTE in accordance with its terms.

 
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(b) The BOLLENTE Board has resolved to recommend that the stockholders of BOLLENTE approve and adopt this Agreement.

Section 3.4. SEC Reports; Financial Statements . BOLLENTE is not required to file forms, reports and documents with the SEC.

Section 3.5. Information Supplied . None of the information supplied or to be supplied by BOLLENTE for inclusion or incorporation by reference to the 8-K will, at the time the 8-K is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Section 3.6. Consents and Approvals; No Violations . Except as set forth in Section 3.6 of the BOLLENTE Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by BOLLENTE of this Agreement or the consummation by BOLLENTE of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on BOLLENTE.

Neither the execution, delivery and performance of this Agreement by BOLLENTE nor the consummation by BOLLENTE of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or similar governing documents) of BOLLENTE, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which BOLLENTE is a party or by which it or any of its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to BOLLENTE or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on BOLLENTE.

 
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Section 3.7. No Default . BOLLENTE is not in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which BOLLENTE is now a party or by which it or any of its properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to BOLLENTE, or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on BOLLENTE. Each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which BOLLENTE is now a party or by which it or any of its properties or assets may be bound that is material to BOLLENTE taken as a whole and that has not expired is in full force and effect and is not subject to any material default thereunder of which BOLLENTE is aware by any party obligated to BOLLENTE thereunder.

Section 3.8. No Undisclosed Liabilities; Absence of Changes . Except as and to the extent disclosed by BOLLENTE, BOLLENTE has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of BOLLENTE (including the notes thereto) or which would have a Material Adverse Effect on BOLLENTE. Except as disclosed by BOLLENTE, BOLLENTE has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to BOLLENTE having or which could reasonably be expected to have, a Material Adverse Effect on BOLLENTE. Except as and to the extent disclosed by BOLLENTE there has not been (i) any material change by BOLLENTE in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by BOLLENTE of any of its assets having a Material Adverse Effect on BOLLENTE, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Section 3.9. Litigation . Except as set forth in Schedule 3.9 of the BOLLENTE Disclosure Schedule there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of BOLLENTE, threatened against BOLLENTE or any of its properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on BOLLENTE or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as disclosed by BOLLENTE, BOLLENTE is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on BOLLENTE or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

 
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Section 3.10. Compliance with Applicable Law . Except as disclosed by BOLLENTE, BOLLENTE holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of its business (the “BOLLENTE Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on BOLLENTE. Except as disclosed by BOLLENTE, BOLLENTE is in compliance with the terms of the BOLLENTE Permits, except where the failure so to comply would not have a Material Adverse Effect on BOLLENTE. Except as disclosed by BOLLENTE, the businesses of BOLLENTE is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 3.10 with respect to Environmental Laws and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on BOLLENTE. Except as disclosed by BOLLENTE no investigation or review by any Governmental Entity with respect to BOLLENTE is pending or, to the knowledge of BOLLENTE, threatened, nor, to the knowledge of BOLLENTE, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which BOLLENTE reasonably believes will not have a Material Adverse Effect on BOLLENTE.

Section 3.11. Employee Benefit Plans; Labor Matters .

(a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by BOLLENTE or any entity required to be aggregated with BOLLENTE pursuant to Section 414 of the Code (each, a “BOLLENTE Employee Plan”), no event has occurred and, to the knowledge of BOLLENTE, no condition or set of circumstances exists in connection with which BOLLENTE could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on BOLLENTE.

(b) (i) No BOLLENTE Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each BOLLENTE Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 
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(c) Section 3.11(c) of the BOLLENTE Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any BOLLENTE Stock Options, together with the number of BOLLENTE Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 3.11(c) of the BOLLENTE Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. BOLLENTE has furnished ACBR with complete copies of the plans pursuant to which the BOLLENTE Stock Options were issued. Other than the automatic vesting of BOLLENTE Stock Options that may occur without any action on the part of BOLLENTE or its officers or directors, BOLLENTE has not taken any action that would result in any BOLLENTE Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(d) BOLLENTE has made available to ACBR (i) a description of the terms of employment and compensation arrangements of all officers of BOLLENTE and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating BOLLENTE to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of BOLLENTE who have executed a non-competition agreement with BOLLENTE and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of BOLLENTE with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the BOLLENTE with or relating to its employees which contain change in control provisions.

(e) Except as disclosed in Section 3.11(e) of the BOLLENTE Disclosure Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any BOLLENTE Employee Plan or any agreement or arrangement disclosed under this Section 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

(f) There are no controversies pending or, to the knowledge of BOLLENTE threatened, between BOLLENTE and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on BOLLENTE. BOLLENTE is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by BOLLENTE (and BOLLENTE does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does BOLLENTE know of any activities or proceedings of any labor union to organize any of its or employees. BOLLENTE has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

 
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Section 3.12. Environmental Laws and Regulations .

(a) Except as disclosed by BOLLENTE, (i) BOLLENTE is in material compliance with all Environmental Laws, except for non-compliance that would not have a Material Adverse Effect on BOLLENTE, which compliance includes, but is not limited to, the possession by BOLLENTE of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) BOLLENTE has not received written notice of, or, to the knowledge of BOLLENTE, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on BOLLENTE; and (iii) to the knowledge of BOLLENTE, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

(b) Except as disclosed by BOLLENTE, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on BOLLENTE that are pending or, to the knowledge of BOLLENTE, threatened against BOLLENTE or, to the knowledge of BOLLENTE, against any person or entity whose liability for any Environmental Claim BOLLENTE has or may have retained or assumed either contractually or by operation of law.

Section 3.13. Tax Matters . Except as set forth in Section 3.13 of the BOLLENTE Disclosure Schedule: (i) BOLLENTE has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns with respect to Taxes of BOLLENTE and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to BOLLENTE have been paid in full or have been provided for in accordance with GAAP on BOLLENTE’s most recent balance sheet; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to BOLLENTE; (iv) to the knowledge of BOLLENTE none of the Tax Returns of or with respect to BOLLENTE is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to BOLLENTE which has not been abated or paid in full.

 
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Section 3.14. Title to Property . BOLLENTE has good and defensible title to all of its properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on BOLLENTE; and, to BOLLENTE’s knowledge, all leases pursuant to which BOLLENTE leases from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of BOLLENTE, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which BOLLENTE has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event of default would not have a Material Adverse Effect on BOLLENTE.

Section 3.15. Intellectual Property .

(a) BOLLENTE owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, services marks, copyrights, trade secrets, and applications therefor that are material to its business as currently conducted (the “BOLLENTE Intellectual Property Rights”).

(b) Except as set forth in Section 3.15(b) of the BOLLENTE Disclosure Schedule the validity of the BOLLENTE Intellectual Property Rights and the title thereto of BOLLENTE, as the case may be, is not being questioned in any litigation to which BOLLENTE is a party.

(c) The conduct of the business of BOLLENTE as now conducted does not, to BOLLENTE’s knowledge, infringe any valid patents, trademarks, trade-names, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any BOLLENTE Intellectual Property Rights.

(d) BOLLENTE has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where BOLLENTE has elected to rely on patent or copyright protection in lieu of trade secret protection.

Section 3.16. Insurance . BOLLENTE currently does not maintain general liability and other business insurance.

Section 3.17. Vote Required . The affirmative vote of the holders of at least a majority of the outstanding BOLLENTE Shares is the only vote of the holders of any class or series of BOLLENTE’s capital stock necessary to approve and adopt this Agreement and the Merger.

Section 3.18. Tax Treatment . Neither BOLLENTE nor, to the knowledge of BOLLENTE, any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

 
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Section 3.19. Affiliates . Except for the directors and executive officers of BOLLENTE, each of whom is listed in Section 3.19 of the BOLLENTE Disclosure Schedule, there are no persons who, to the knowledge of BOLLENTE, may be deemed to be affiliates of BOLLENTE under Rule 1-02(b) of Regulation S-X of the SEC (the “BOLLENTE Affiliates”).

Section 3.20. Certain Business Practices . None of BOLLENTE, or any of the BOLLENTE directors, officers, agents or employees has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the FCPA, or (iii) made any other unlawful payment.

Section 3.21. Insider Interests . Except as set forth in Section 3.21 of the BOLLENTE Disclosure Schedule, no officer or director of BOLLENTE has any interest in any material property, real or personal, tangible or intangible, including without limitation, any computer software or BOLLENTE Intellectual Property Rights, used in or pertaining to the business of BOLLENTE, except for the ordinary rights of a stockholder or employee stock option holder.

Section 3.22. Opinion of Financial Adviser . No financial adviser has been engaged to assist BOLLENTE in reference to this transaction, nor are there any fees or commissions obligated to any third party.

Section 3.23. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of BOLLENTE.

Section 3.24. Disclosure . No representation or warranty of BOLLENTE in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to ACBR pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading.

Section 3.25. No Existing Discussions . As of the date hereof, BOLLENTE is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 4.4).

 
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Section 3.26. Material Contracts .

(a) BOLLENTE has delivered or otherwise made available to ACBR true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which BOLLENTE is a party affecting the obligations of any party thereunder) to which BOLLENTE is a party or by which any of its properties or assets are bound that are, material to the business, properties or assets of BOLLENTE taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of BOLLENTE taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which BOLLENTE is a party involving employees of BOLLENTE); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise. (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.2 hereof, the “BOLLENTE Contracts”). BOLLENTE is not a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

(b) Each of the BOLLENTE Contracts is valid and enforceable in accordance with its terms, and there is no default under any BOLLENTE Contract so listed either by BOLLENTE or, to the knowledge of BOLLENTE, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by BOLLENTE or, to the knowledge of BOLLENTE, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on BOLLENTE.

(c) No party to any such BOLLENTE Contract has given notice to BOLLENTE of or made a claim against BOLLENTE with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on BOLLENTE.

 
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ARTICLE 4

Covenants

Section 4.1. Conduct of Business of ACBR . Except as contemplated by this Agreement or as described in Section 4.1 of the ACBR Disclosure Schedule, during the period from the date hereof to the Effective Time, ACBR will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.1 of the ACBR Disclosure Schedule, prior to the Effective Time, ACBR will not, without the prior written consent of BOLLENTE:

(a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

(b) amend the terms of any stock of any class or any other securities (except bank loans) or equity equivalents.

(c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; except as set forth herein;

(d) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of ACBR (other than the Merger);

(e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of ACBR; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

 
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(f) except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent ACBR from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2010 in the ordinary course of year-end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2010 in amounts previously disclosed to BOLLENTE (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to ACBR);

(g) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions (other than in the ordinary course of business or as a result of the Closing Conditions of this Merger Agreement that have been described in the agreement);

(h) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

(i) revalue in any material respect any of its assets including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

(j) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to ACBR; (iii) authorize any new capital expenditure or expenditures which, individually is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

(k) make any tax election or settle or compromise any income tax liability material to ACBR;

(l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby beyond those described as Closing Conditions to this agreement, or (ii) the settlement or compromise of which could have a Material Adverse Effect on ACBR;

 
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(m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or in the ordinary course of business; or

(n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(m) or any action which would make any of the representations or warranties of ACBR contained in this Agreement untrue or incorrect.

Section 4.2. Conduct of Business of BOLLENTE . Except as contemplated by this Agreement or as described in Section 4.2 of the BOLLENTE Disclosure Schedule during the period from the date hereof to the Effective Time, BOLLENTE will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.2 of the BOLLENTE Disclosure Schedule, prior to the Effective Time, BOLLENTE will not, without the prior written consent of ACBR:

(a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

(b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights;

 (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities;

(d) adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, re-capitalization or other reorganization of BOLLENTE (other than the Merger);

 
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(e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of BOLLENTE; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

(f) except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent BOLLENTE from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2010 in the ordinary course of year-­end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2010 in amounts previously disclosed to ACBR (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to BOLLENTE);

(g) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions other than in the ordinary course of business;

(h) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

(i) revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

(j) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to BOLLENTE; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

 
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(k) make any tax election or settle or compromise any income tax liability material to BOLLENTE;

(l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on BOLLENTE;

(m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or

(n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of BOLLENTE contained in this Agreement untrue or incorrect.

Section 4.3. Preparation of 8-K . BOLLENTE and ACBR shall promptly prepare and file with the SEC a Current Report on Form 8-K within four (4) days of the Effective Time of this Agreement disclosing the Merger, if required by counsel.

Section 4.4. Other Potential Acquirers .

(a) BOLLENTE and ACBR, and their respective affiliates, officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Third Party Acquisition.

Section 4.5. Meetings of Stockholders . BOLLENTE shall take all actions necessary, in accordance with the respective General Corporation Law of its respective state, and its respective articles of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders, or receive a written majority consent of its respective stockholders, as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the NGCL and its charter and bylaws, in the case of Woodmans and the General Corporation Law of its respective state, and its charter and bylaws, in the case of BOLLENTE. Woodmans and BOLLENTE will, through their respective Boards of Directors, recommend to their respective stockholders approval of such matters. It is not anticipated that ACBR will require a stockholder meeting for approval of this Agreement.

Section 4.6. FINRA OTC:BB Listing . The parties shall use all reasonable efforts to continue to cause the ACBR Shares, subject to Rule 144, to be traded on the Over-the-Counter Bulletin Board.

 
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Section 4.7. Access to Information .

(a) Between the date hereof and the Effective Time, ACBR will give BOLLENTE and its authorized representatives, and BOLLENTE will give ACBR and its authorized representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of itself and its subsidiaries, will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request.

(b) Between the date hereof and the Effective Time, ACBR shall make available to BOLLENTE, and BOLLENTE will make available to ACBR, within 25 business days after the end of each quarter, quarterly statements prepared by such party (in conformity with its past practices) as of the last day of the period then ended.

(c) Each of the parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement.

Section 4.8. Additional Agreements, Reasonable Efforts . Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, BOLLENTE, Woodmans and ACBR agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the BOLLENTE and Woodmans stockholder votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Section 4.9. Employee Benefits; Stock Option and Employee Purchase Plans . It is the parties’ present intent to provide after the Effective Time to employees of BOLLENTE employee benefit plans (other than stock option or other plans involving the potential issuance of securities of ACBR) which, in the aggregate, are not less favorable than those currently provided by BOLLENTE. Notwithstanding the foregoing, nothing contained herein shall be construed as requiring the parties to continue any specific employee benefit plans.

 
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Section 4.10. Public Announcements . BOLLENTE and ACBR will consult with one another before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, including, without limitation, the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or by obligations pursuant to any quotation requirements with FINRA Over-the-Counter Bulletin Board (OTC:BB) as determined by BOLLENTE or ACBR.

Section 4.11. Indemnification .

(a) To the extent, if any, not provided by an existing right under one of the parties’ directors and officers liability insurance policies, from and after the Effective Time, ACBR and Woodmans shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer or employee of the parties hereto or any subsidiary thereof (each an “Indemnified Party” and, collectively, the ‘‘Indemnified Parties”) against all losses, expenses (including reasonable attorneys’ fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement arising out of actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time) that are in whole or in part (i) based on, or arising out of the fact that such person is or was a director, officer or employee of such party or a subsidiary of such party or (ii) based on, arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such loss expense, claim, damage or liability (whether or not arising before the Effective Time), (i) ACBR shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to ACBR, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the NGCL or its certificate of incorporation or bylaws, (ii) ACBR will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the NGCL and ACBR’s certificate of incorporation or bylaws shall be made by independent counsel mutually acceptable to ACBR and the Indemnified Party; provided, however, that ACBR shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, conflict on any significant issue between positions of any two or more Indemnified Parties.

 
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(b) In the event ACBR or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of ACBR shall assume the obligations set forth in this Section 4.11.

(c) To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification now existing in favor of the employees, agents, directors or officers of ACBR and BOLLENTE and their subsidiaries with respect to their activities as such prior to the Effective Time, as provided in ACBR’s and BOLLENTE’s certificate of incorporation or bylaws, in effect on the date thereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.

(d) The provisions of this Section 4.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives.

Section 4.12. Notification of Certain Matters . The parties hereto shall give prompt notice to the other parties, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by such party or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of operations of such party and its subsidiaries taken as a whole to which such party or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 4.12 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

 
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ARTICLE 5

Conditions to Consummation of the Merger

Section 5.1. Conditions to Each Party’s Obligations to Effect the Merger . The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Woodmans and BOLLENTE;

(b) this Agreement shall have been approved and adopted by the Board of Directors of ACBR, Woodmans and BOLLENTE;

(c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger;

(d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Section 5.2. Conditions to the Obligations of ACBR and Woodmans . The obligation of ACBR and Woodmans to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a) the representations of BOLLENTE contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on BOLLENTE) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing BOLLENTE shall have delivered to ACBR a certificate to that effect;

(b) each of the covenants and obligations of BOLLENTE to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing BOLLENTE shall have delivered to ACBR a certificate to that effect;

 
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 (c) BOLLENTE shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the Merger as relates to any obligation, right or interest of BOLLENTE under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of ACBR, individually or in the aggregate, have a Material Adverse Effect on BOLLENTE;
(d) BOLLENTE shall have obtained the cancellation of all options, warrants, or other agreements relating to the right to receive securities of BOLLENTE, except as such rights are set forth in the BOLLENTE schedules as attached hereto;


(f) BOLLENTE shall have provided ACBR with audited financial statements for the years ended December 31, 2009 and December 31, 2010 or any shorter period thereof in compliance with SEC Rule SX;  and,

(g) there shall have been no events, changes or effects with respect to BOLLENTE having or which could reasonably be expected to have a Material Adverse Effect on BOLLENTE.

Section 5.3. Conditions to the Obligations of BOLLENTE . The respective obligations of BOLLENTE to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a) the representations of ACBR and Woodmans contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on ACBR) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing ACBR shall have delivered to BOLLENTE a certificate to that effect;

(b) each of the covenants and obligations of ACBR to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing ACBR shall have delivered to BOLLENTE a certificate to that effect; and

(c) there shall have been no events, changes or effects with respect to ACBR having or which could reasonably be expected to have a Material Adverse Effect on ACBR.

 
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ARTICLE 6

Termination; Amendment; Waiver

Section 6.1. Termination . This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by Woodmans’s or BOLLENTE’s stockholders:

(a) by mutual written consent of ACBR and BOLLENTE;

(b) by BOLLENTE or ACBR if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become non-appealable or (ii) the Merger has not been consummated by ; provided, however, that no party may terminate this Agreement pursuant to this clause (ii) if such party’s failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date;

(c) by ACBR if (i) there shall have been a breach of any representation or warranty on the part of BOLLENTE set forth in this Agreement, or if any representation or warranty of BOLLENTE shall have become untrue, in either case such that the conditions set forth in Section 5.2(a) would be incapable of being satisfied by April 1, 2011 (or as otherwise extended), (ii) there shall have been a breach by BOLLENTE of any of their respective covenants or agreements hereunder having a Material Adverse Effect on BOLLENTE or materially adversely affecting (or materially delaying) the consummation of the Merger, and BOLLENTE, as the case may be, has not cured such breach within 20 business days after notice by ACBR thereof, provided that ACBR has not breached any of its obligations hereunder, and (iii) BOLLENTE shall have failed to acquire the cancellation of any options, warrants, except as set forth in the disclosure schedule.

 
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(d) by BOLLENTE if (i) there shall have been a breach of any representation or warranty on the part of ACBR or Woodmans set forth in this Agreement, or if any representation or warranty of ACBR or Woodmans shall have become untrue, in either case such that the conditions set forth in Section 5.3(a) would be incapable of being satisfied by January 15, 2008 (or as otherwise extended), (ii) there shall have been a breach by ACBR or Woodmans of its covenants or agreements hereunder having a Material Adverse Effect on ACBR or materially adversely affecting (or materially delaying) the consummation of the Merger, and ACBR, as the case may be, has not cured such breach within twenty business days after notice by BOLLENTE thereof, provided that BOLLENTE has not breached any of its obligations hereunder, (iii) the ACBR Board shall have recommended to Woodmans’s stockholders a Superior Proposal, (iv) the ACBR Board shall have withdrawn, modified or changed its approval or recommendation of this Agreement or the Merger or shall have failed to call, give notice of, convene or hold a stockholders’ meeting to vote upon the Merger, or shall have adopted any resolution to effect any of the foregoing, (v) BOLLENTE shall have failed to obtain the requisite vote of its stockholders or (vi) Woodmans shall have failed to obtain the requisite vote of its stockholders.

Section 6.2. Effect of Termination . In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Section 6.3. Fees and Expenses . Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Section 6.4. Amendment . This Agreement may be amended by action taken by ACBR, Woodmans and BOLLENTE at any time before or after approval of the Merger by the stockholders of Woodmans and BOLLENTE (if required by applicable law) but, after any such approval, no amendment shall be made which requires the approval of such stockholders under applicable law without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.

Section 6.5. Extension; Waiver . At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.


 
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ARTICLE 7

Miscellaneous

Section 7.1. Nonsurvival of Representations and Warranties . The representations and warranties made herein shall not survive beyond the Effective Time or a termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the parties hereto which by its terms requires performance after the Effective Time.

Section 7.2. Entire Agreement; Assignment . This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Section 7.3. Validity . If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

Section 7.4. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to each other party as follows:

If to BOLLENTE Inc.:
BOLLENTE Inc.
Robertson J. Orr


with a copy to:

if to ACBR:
ACBR
Robertson J. Orr


if to Woodmans:
Woodman’s Inc.
Robertson J. Orr

with a copy to:

Stoecklein Law Group
Donald J. Stoecklein, Esq.
Suite 690
402 West Broadway
San Diego, California 92101
djs@slgseclaw.com

 
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or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 7.5. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

Section 7.6. Descriptive Headings . The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 7.7. Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and except as provided in Sections 4.9 and 4.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 7.8. Certain Definitions . For the purposes of this Agreement, the term:

(a) “affiliate” means (except as otherwise provided in Sections 2.19, 3.19 and 4.13) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

(b) “business day” means any day other than a day on which Nasdaq is closed;

(c) “capital stock” means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof;

(d) “knowledge’’ or “known’’ means, with respect to any matter in question, if an executive officer of ACBR or its subsidiaries, or BOLLENTE, as the case may be, has actual knowledge of such matter;

(e) “person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and

(f) “subsidiary” or “subsidiaries” of ACBR, BOLLENTE or any other person, means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which ACBR, BOLLENTE or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

 
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Section 7.9. Personal Liability . This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of ACBR, BOLLENTE or any officer, director, employee, agent, representative or investor of any party hereto.

Section 7.10. Specific 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 Merger, 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; provided, however, that if a party hereto is entitled to receive any payment or reimbursement of expenses pursuant to Sections 6.3(a), (b) or (c), it shall not be entitled to specific performance to compel the consummation of the Merger.

Section 7.11. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 7.12. Conflict Waiver. The parties to this Agreement acknowledge that Stoecklein Law Group has represented both parties to this Agreement prior to the introduction of the parties, and continues to represent both parties with respect to the terms and conditions of this Merger Transaction, and will continue to represent ACBR with its securities matters post Merger. In addition Stoecklein Law Group has a substantial economic interest in the transaction, which has been fully disclosed to both parties. Both parties acknowledge that a conflict does exist in the representation of the parties by Stoecklein Law Group, that both parties have been provided the opportunity to obtain independent counsel or advise on the terms and conditions of this Merger. All parties to this Merger, agree, upon the execution hereof to waive such conflict.


 
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In Witness Whereof, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

BOLLENTE:
Bollente, Inc.
a Nevada corporation

By :/s/ Robertson James Orr                                                                                                                      
Robertson J. Orr
President

ACBR:
Bollente Companies, Inc.
a Nevada corporation

By: Robertson James Orr                                                                                                            
Robertson J. Orr
President



Woodmans:
Woodmans Lumber and Millworks Peru
a Nevada corporation

By: Robertson James Orr                                                                                                            
Robertson J. Orr
President

 
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Stoecklein Law Group, a Professional Corporation

Practice Limited to Federal Securities


Emerald Plaza
Telephone:  (619) 704-1310
402 West Broadway
Facsimile:    (619) 704-1325
Suite 690
Email:           djs@slgseclaw.com
San Diego, California  92101
Web:             www.slgseclaw.com
   

March 3, 2011
Via Electronic Mail
 
 
R.J.Orr
Bollente Companies, Inc.
Gainey Center II
8501 North Scottsdale Road, Suite 165
Scottsdale, Arizona 85253-2740

RE: Conversion of $115,768.14 Liability for 250,000 Shares of Registered Stock

Dear RJ:

This correspondence is in follow up to discussions relative to our outstanding bill, in the sum of $115,768.14, (represented by the Billing Statement attached) with Bollente Companies, Inc., (the “Company”). In an effort to assist the Company in eliminating one of its largest debt holders, by execution of this letter, and contingent upon our receipt of 250,000 shares of unrestricted stock (“Shares”), registered pursuant to Form S-8 under the Securities Act of 1933, which issuance and registration is to occur no later than April 1, 2011, we are prepared to exchange the above referenced debt to Stoecklein Law Group for the Shares.

Please execute the acknowledgement below, indicating your approval of the above referenced exchange, in addition to providing us with a signed Board Resolution attached. Further, please feel free to contact outside counsel in reference to this matter, as we have an obvious conflict of interest.

For clarification purposes, the last item billed, which is included in the above referenced conversion, is the Form 8-K, dated March 7, 2011.


Yours Very Truly,

/s/ Donald J Stoecklein
Donald J. Stoecklein


Acknowledged and Approved by : /s/ RJ Orr      , RJ Orr, President – Bollente Companies, Inc.