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-628-9007) Supersedes Previsus Eddan EFTA00186677 DILL OF SALE FOR AIRCRAFT "CVO W ALL MEN BY THESE PRESENTS that REAL ESTATE EXCHANGE, INC., an Oregon corporation ("Seller"), having its address c/o Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR 97204,

l expenditures made in connection with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and t

yce New York No 50,000 1 November 5, 2013 Yes John Chodera (Consultant) New York No 30,000 1 November 5, 2013 Yes Solomon Reisberg Oregon No 15,000 1 November II, 2013 Yes Leif Jacobson New York No 30,000 1 November 12, Yes 4 EFTA00293477 2013 Nathaniel Oliver John M

terms as recorded in the October 4, 2013 Resolutions including at an exercise price per share of $0.16 per sham, which was the fair market value of the Common Stock as determined by the Board on October 4, 2013. 5. Nimbus Bridge Financing Next, Ms. Tran and Mr. Griner updated the Board on the bridge financing

ce President, General Counsel and Secretary. Prior to joining KinderCare, Ms. Kripalani was a partner in the law firm of Stoel Rives LLP in Portland, Oregon, where she had worked since 1987. Ms. Kripalani received her J.D., magna cum laude, from the 153 HOUSE_OVERSIGHT_024586 Willamette University Coll

nded annually with such dividends being paid in the form of additional shares of Series C Preferred Stock. The Series B Preferred Stock is senior to the Common Stock and has a liquidation preference equal to the greater of (a) two times the original cost of the Series B Preferred Stock or (b) the amount which woul

Case No. 08-80736-CV-MARRA P-000083 EFTA00227463 ' •I. OF SALE FOR AIRCRAFT KNOW ALL MEN BY THESE PRESENTS that REAL ESTATE EXCHANGE, INC., an Oregon corporation ("Seller"), having its address c/o Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR 97204,

l expenditures made in connection with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and t