THIS SHARE EXCHANGE AGREEMENT is made as of the 29th day of November, 2010, between Skyview Holdings Corp., a Delaware corporation (“PUBLIC COMPANY”) and the shareholders of Vision Technologies, Inc., a Delaware corporation (the “SELLERS” or “PRIVATE COMPANY”).

WHEREAS,

A.

The SELLERS collectively own 100% of the authorized and issued common stock of PRIVATE COMPANY as set forth in the attached Schedule 1.1 (Exhibit A);

B.

PUBLIC COMPANY is a shell company whose common stock is registered with the U.S. Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended;

C.

TONY N. FRUDAKIS (the “PURCHASER”) owns 100% of the issued and outstanding common stock of PUBLIC COMPANY in book entry form representing a total of 3,000,000 shares;

D.

PUBLIC COMPANY presently has 100,000,000 shares of common stock authorized;

E.

PURCHASER desires to reorganize PUBLIC COMPANY by causing it to issue to SELLERS other than Tony N. Frudakis and his assign Phillip Brooks Twenty One Million One Hundred Fifty Seven Thousand Two Hundred Ninety Seven (21,157,297) shares of PUBLIC COMPANY common stock in exchange for SELLERS’ transfer of their 100% ownership interest in PRIVATE COMPANY to PUBLIC COMPANY, upon the terms, provisions, and conditions and for the consideration hereinafter set forth, thereby making PRIVATE COMPANY a subsidiary of PUBLIC COMPANY;

F.

The parties intend that the exchange of stock qualifies as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the business combination contemplated hereby be accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of PRIVATE COMPANY, pursuant to which PRIVATE COMPANY is treated as the continuing entity.

NOW, THEREFORE, in consideration of these premises and the mutual agreements hereinafter set forth, intending to be legally bound, the parties agree as follows:

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A.

PUBLIC COMPANY shall issue and deliver  Twenty One Million One Hundred Fifty Seven Thousand Two Hundred Ninety Seven (21,157,297)  validly issued, fully-paid and non-assessable shares of PUBLIC COMPANY Common Stock, $0.00001 par value per share, to the SELLERS other than Tony N. Frudakis and his assign Phillip Brooks as set forth in Schedule 1.1 (Exhibit A attached hereto);

B.

SELLERS other than Tony N. Frudakis and Phillip Brooks shall deliver to PUBLIC COMPANY Twenty One Million One Hundred Fifty Seven Thousand Two Hundred Ninety Seven (21,157,297) shares of PRIVATE COMPANY common stock, $0.00001 par value per share (the "PRIVATE COMPANY Shares") constituting all of the issued and outstanding capital stock of PRIVATE COMPANY, subject to Paragraph “C” below; and

C.

PURCHASER shall return Three Million (3,000,000) shares to the PUBLIC COMPANY treasury, and PUBLIC COMPANY shall issue to PURCHASER and his assign Phillip Brooks a total of Two Million Five Hundred Fifty Thousand (2,550,000) shares of PUBLIC COMPANY, with such shares also being reflected in Schedule 1.1 (Exhibit A attached hereto).

1.3.  THE EXCHANGE OF CERTIFICATES.

(a) The stock transfer agent of PUBLIC COMPANY is to be determined (hereafter, the “Exchange Agent”).

(b)  SELLERS will deliver all certificates representing all issued, cancelled, and outstanding shares to the Closing Agent, Russell C. Weigel, III, P.A., along with suitably executed stock powers, along with any other documents required for delivery at the Closing by this Agreement.

(c) After the Closing, the Exchange Agent will be instructed to deliver to the SELLERS and the PURCHASER their respective share certificates representing new shares of PUBLIC COMPANY Common Stock (each a "New Certificate").

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1.4.  ACTS TO CARRY OUT THIS EXCHANGE PLAN.

(a) PRIVATE COMPANY and its proper officers and directors shall do all such acts and things as may be necessary or proper to vest, perfect, or confirm in PUBLIC COMPANY title to such property or rights and otherwise to carry out the purposes of this Share Exchange Agreement.

(b) If, at any time after the Effective Date, PUBLIC COMPANY shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect, or confirm, of record or otherwise, in PUBLIC COMPANY its right, title, or interest in or under any of the rights, properties, or assets of PRIVATE COMPANY acquired or to be acquired by PUBLIC COMPANY as a result of, or in connection with, the Share Exchange, or (ii) otherwise carry out the purposes of this Agreement, PRIVATE COMPANY and its proper officers and directors shall be deemed to have granted to PUBLIC COMPANY an irrevocable power of attorney to execute and deliver all such proper deeds, assignments, and assurances in law and to do all acts necessary or proper to vest, perfect, or confirm title to and possession of such rights, properties, or assets in PUBLIC COMPANY and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of PUBLIC COMPANY are fully authorized in the name of PUBLIC COMPANY or otherwise to take any and all such action.

1.6.  NAME CHANGE.  Upon the Closing, the PUBLIC COMPANY shall change its legal name to Vision Technologies Tactical, Corp.

The obligations of PRIVATE COMPANY and PUBLIC COMPANY to consummate the Share Exchange shall be subject to the conditions that on or before the Effective Date:

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4.  CONDITIONS PRECEDENT TO PERFORMANCE OF THE OBLIGATIONS OF PUBLIC COMPANY.

The obligations of PUBLIC COMPANY hereunder are subject to the satisfaction, on or prior to the Effective Date, of all the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by PUBLIC COMPANY in writing unless not so permitted by law:

4.2.  NO ADVERSE DEVELOPMENTS.

(a) During the period from November 24, 2010, to the Effective Date, (i) there shall not have been any material adverse effect as defined in section 12.5(c) (a "Material Adverse Effect") with respect to PRIVATE COMPANY.

(b) As of the Effective Date, there shall be no liabilities of PRIVATE COMPANY, other than liabilities incurred in the ordinary course of business, which are material to PRIVATE COMPANY on a consolidated basis which were not reflected in the PRIVATE COMPANY

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Financial Statements, and there shall be no material deterioration in the quality or market value of the real property, investments and other assets included in such financial statements of PRIVATE COMPANY.

(c) PUBLIC COMPANY shall have received a certificate dated the Effective Date, signed by the president of PRIVATE COMPANY, certifying to the matters set forth in paragraphs (a) and (b) of this section 4.2.  The delivery of such officers' certificate shall in no way diminish the warranties and representations of PRIVATE COMPANY made in this Agreement.

The obligations of PRIVATE COMPANY hereunder are subject to the satisfaction, on or prior to the Effective Date, of all the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by PRIVATE COMPANY in writing unless not so permitted by law:

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COMPANY to the foregoing effect.  The delivery of such officer's certificate shall in no way diminish the warranties and representations of PUBLIC COMPANY made in this Agreement.

PUBLIC COMPANY represents and warrants to PRIVATE COMPANY as follows:

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rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any lien, charge, or encumbrance upon, any of the property or assets of PUBLIC COMPANY pursuant to any material agreement or instrument under which it is obligated or by which any of its properties or assets may be bound, including without limitation any material lease, contract, mortgage, promissory note, loan, credit arrangement or other commitment or arrangement of it in respect of which it is an obligor.

6.7.  CAPITAL STRUCTURE.

(a) The authorized capital stock of PUBLIC COMPANY consists of 100,000,000 shares of PUBLIC COMPANY Common Stock having a par value of $.00001 per share, of which, as of the date of this Agreement, 3,000,000 shares have been duly issued and are validly outstanding, fully paid, and non-assessable and are held by PURCHASER, and 2,500,000 shares of PUBLIC COMPANY Preferred Stock having par value of $.00001 per share, of which, as of the date of this Agreement, none are issued or outstanding.  The aforementioned shares of PUBLIC COMPANY Common Stock are the only voting securities of PUBLIC COMPANY authorized, issued, or outstanding as of such date; and there are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements or rights, including preemptive rights, calling for or requiring the issuance, transfer, sale, or other disposition of any shares of the capital stock of PUBLIC COMPANY.  No shares of PUBLIC COMPANY Common Stock are held as treasury shares.  None of the PUBLIC COMPANY Common Stock is subject to any restrictions upon the transfer thereof under the terms of the articles of incorporation or bylaws of PUBLIC COMPANY.

(b) As of the date hereof, to the best of the knowledge of PUBLIC COMPANY, and except for this Agreement, there are no shareholder agreements, or other agreements, understandings, or commitments relating to the right of any holder or beneficial owner of any issued and outstanding shares of PUBLIC COMPANY Common Stock to vote or to dispose of his, her or its shares of PUBLIC COMPANY Common Stock.

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minutes of all meetings and accurate consents in lieu of meetings of the board of directors (and any committee thereof) and of the shareholders of PUBLIC COMPANY since inception.  All minute books accurately reflect all transactions referred to in such minutes and consents in lieu of meetings and disclose all material corporate actions of the shareholders and boards of directors of PUBLIC COMPANY and all committees thereof.  Except as reflected in such minute books, there are no minutes of meetings or consents in lieu of meetings of the board of directors (or any committee thereof) or of shareholders of PUBLIC COMPANY known to PURCHASER that have not been disclosed to SELLERS.

(a) All contracts, agreements, plans or other arrangements applicable to employees, officers, or directors of PUBLIC COMPANY, including compensation, bonus, stock option, stock purchase, medical, disability, group life or other insurance plans, and any other remuneration or fringe benefit arrangements.

(b) All material contracts, agreements, leases, mortgages, and commitments to which PUBLIC COMPANY is a party or may be bound; or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments.

(c) All contracts, agreements, leases, mortgages, and commitments, whether or not material, to which PUBLIC COMPANY is a party or may be bound and which require the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation or performance of any of the transactions contemplated thereby or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments.

(d) All deeds, leases, contracts, agreements, mortgages, and commitments, whether or not material, to which PUBLIC COMPANY is a party or may be bound and which relate to land, buildings, fixtures, or other real property.

(e) All federal, state, and local tax returns, including any amended returns, filed by PUBLIC COMPANY.

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the date of this Agreement and as of the Effective Date, neither PUBLIC COMPANY nor its subsidiaries will be in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy, or other instrument to which it is a party or by which its assets, business, or operations may be bound or affected or under which it or its assets, business, or operations receive benefits; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default.

PUBLIC COMPANY covenants and agrees as follows:

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benefit, or retirement plan, or the level of benefits under any such plan, nor increase or decrease any severance or termination pay benefit or any other fringe benefit;  (k) enter into any employment or personal services contract with any person or firm, except directly to facilitate the transactions contemplated by this Agreement; nor (l) change the nature or increase the concentration of risk of investments and of cash and cash equivalents.

7.6.

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which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or which (if existing and known at any time prior to or at the Effective Date) would cause a condition to PRIVATE COMPANY's obligations under this Agreement not to be fully satisfied.  

PRIVATE COMPANY, by and through SELLERS, represents and warrants to PUBLIC COMPANY as follows:

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obligated or by which any of its properties or assets may be bound, including without limitation any material lease, contract, mortgage, promissory note, deed of trust, loan, credit arrangement or other commitment or arrangement of it in respect of which it is an obligor.

8.5.  CAPITAL STRUCTURE.

(a) The authorized common stock of PRIVATE COMPANY as of the date of this Share Exchange Agreement consists of 25,000,000 shares of PRIVATE COMPANY Common Stock having a par value of $.00001 per share, of which, as of the date of this Agreement, 21,157,297 shares have been duly issued and are validly outstanding, fully paid and non-assessable, book entry shares and held by approximately 130 shareholders of record.  The aforementioned shares of PRIVATE COMPANY Common Stock are the only equity securities of PRIVATE COMPANY authorized, issued, or outstanding as of the date of this Agreement. There are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements or rights, including preemptive rights, calling for or requiring the issuance, transfer, sale, or other disposition of any shares of the capital stock of PRIVATE COMPANY except for those certain warrants held by EK Visiontech, LLC and those certain options held by members of PRIVATE COMPANY'S Board of Directors.

(b) As of the date hereof, to the best of the knowledge of PRIVATE COMPANY, and except for this Share Exchange Agreement, there are no shareholder agreements, or other agreements, understandings, or commitments relating to the right of any holder or beneficial owner of any issued and outstanding shares of PRIVATE COMPANY Common Stock to vote or to dispose of his, her or its shares of PRIVATE COMPANY Common Stock.

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with generally accepted accounting principles (“GAAP”) consistently applied in all material respects (subject, in the case of the PRIVATE COMPANY Interim Financial Statements, to recurring audit adjustments normal in nature and amount), (b) are in accordance with the books and records of PRIVATE COMPANY, (c) fairly reflect the consolidated financial position of PRIVATE COMPANY as of such dates, and the consolidated results of operations of PRIVATE COMPANY for the periods ended on such dates, and do not fail to disclose any material extraordinary or out-of-period items.  PRIVATE COMPANY represents and warrants that its financial statements are prepared suffciently to enable a PCAOB listed audit firm to prepare and express an opinion thereon and to agree with PRIVATE COMPANY that its financial statements are prepared according to GAAP and appear to be free from material misstatement.

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PRIVATE COMPANY, by and through Robert “Lee” Thompson and Robert “Chuck” Thompson, covenant and agree as follows:

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(a) Using the procedure set forth in Section 9.7.3, SELLERS shall advise the PURCHASER as to the initiation of the registration process contemplated by Section 9.7.1 and as to the completion thereof.  In addition, subject to Section 9.7.1 and Section 9.7.2, SELLERS shall, to the extent applicable to any Registration Statement filed pursuant thereto:

(i)  prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all PURCHASER’S SECURITIES covered thereby during the periods referred to in Section 9.7.1 and Section 9.7.2;

(ii)  notify PURCHASER promptly when the Registration Statement is declared effective by the SEC and furnish to PURCHASER and/or his assigns, if any, such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the PURCHASER may reasonably request from time to time;

(iii)  use its best efforts to register or qualify such PURCHASER’S SECURITIES under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the PURCHASER may reasonably request to enable PURCHASER and/or his assigns to consummate the disposition in such jurisdiction of such PURCHASER’S SECURITIES; provided, however, that in no event will PUBLIC COMPANY be required to: (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to be so qualified;  (b) consent to general service of process in any such jurisdiction;  or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation;

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(iv)  use its best efforts to cause all such PURCHASER’S SECURITIES to be quoted on the Over The Counter Bulletin Board and The Pink Sheets;

(v) with a view to making available to PURCHASER the benefits of certain rules and regulations of the SEC that at any time permit the sale of the PURCHASER’S SECURITIES to the public without registration, so long as any PURCHASER’S securities are outstanding, to use its best efforts for a period of two (2) years following the effective date of the Registration Statement:

(1) to make and keep public information regarding PUBLIC COMPANY available, as those terms are understood and defined in Rule 144; and

(2) to file with the SEC in a timely manner all reports and other documents required of PUBLIC COMPANY under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

(vi) advise PURCHASER promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify PURCHASER of the lifting or withdrawal of any such order.

(b)  From and after the date the Registration Statement is declared effective, PUBLIC COMPANY shall, as promptly as practicable:  (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that PURCHASER (and any assigns) is named as a selling stockholder in the Registration Statement and so that PURCHASER is permitted to deliver such prospectus to purchasers of the PURCHASER’S SECURITIES in accordance with applicable law and, if PUBLIC COMPANY shall file a post-effective amendment to the Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable;  (ii) provide PURCHASER copies of any documents filed pursuant to this Section;  and (iii) notify PURCHASER as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.

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PURCHASER’S or his assignee’s election pursuant to this Section 9.7.3 must:  (i)  specify the amount of PURCHASER’S SECURITIES desired to be included in such Registration Statement by such seller;  and (ii) include any other information that PUBLIC COMPANY reasonably requests to be included in such Registration Statement.  Upon its receipt of PURCHASER’S election pursuant to this Section 9.7.3, PUBLIC COMPANY will use its best efforts to include in such Registration Statement all of PURCHASER’S SECURITIES requested to be included.  

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disbursements of legal counsel and accountants for PUBLIC COMPANY;  and (iv) blue sky fees and expenses (including, without limitation, fees and disbursements of counsel related to all blue sky matters) incurred in connection with any registration, qualification or compliance pursuant to Sections 3 and 4 shall be borne by PUBLIC COMPANY out of pre-Closing funds.  All underwriting or brokerage discounts and selling commissions applicable to a sale incurred in connection with any registration of PURCHASER’S SECURITIES and the legal fees and other expenses of PURCHASER and his assignees shall be borne by such Selling Stockholder.

9.10.  EMPLOYMENT AGREEMENT AND INSURANCE. PRIVATE COMPANY represents and warrants that ROBERT “LEE” THOMPSON and ROBERT “CHUCK” THOMPSON individually will execute employment agreements in favor of PRIVATE COMPANY and PUBLIC COMPANY in a form acceptable to PURCHASER and containing a minimum term of employment of at least two years from the Effective Date, a non-compete clause of at least twelve months from the third anniversary of the Effective Date, and a liquidated damages clause in favor of PURCHASER equal in amount to the penalty clause in Section 11.2(c) for termination prior to the third anniversary of the Effective Date.  PRIVATE COMPANY also covenants to obtain key man life insurance for the loss of service to PRIVATE COMPANY of ROBERT “LEE” THOMPSON and ROBERT “CHUCK” THOMPSON with an additional insured being PURCHASER.

(a) by mutual consent of the parties hereto;

(b) by PRIVATE COMPANY, upon written notice to PUBLIC COMPANY given at any time (i) if any of the representations and warranties of PUBLIC COMPANY contained in section

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6 hereof were materially incorrect when made, or (ii) in the event of a material breach or material failure by PUBLIC COMPANY of any covenant or agreement of PUBLIC COMPANY contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to PUBLIC COMPANY, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in section 4 hereof not being satisfied;

(c) by PUBLIC COMPANY, upon written notice to PRIVATE COMPANY given at any time (i) if any of the representations, warranties, or covenants of PRIVATE COMPANY contained in sections 8 or 9 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by PRIVATE COMPANY of any covenant or agreement of PRIVATE COMPANY contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to PRIVATE COMPANY, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in section 5 hereof not being satisfied; and (iii) that, if PUBLIC COMPANY shall terminate the Agreement, then PRIVATE COMPANY shall immediately rescind PURCHASER’S investment made on November 24, 2010 with interest per diem at the applicable Florida post-judgment rate, plus all amounts PURCHASER has paid in due dilligence to third-parties and rescind PURCHASER’S prior investments in PRIVATE COMPANY.  PRIVATE COMPANY shall also pay a penalty equal to ten percent of PURCHASER’S total investment and incidental expenses up through the date of the temrination by PRIVATE COMPANY.

(d) by either PRIVATE COMPANY or PUBLIC COMPANY upon written notice given to the other if the shareholders of either PRIVATE COMPANY or PUBLIC COMPANY shall have voted on and failed to adopt this Agreement, at the meeting of such shareholders called for such purpose.

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(a) the action by shareholders of PUBLIC COMPANY in any respect that would change (i) the amount or kind of shares, obligations, cash, property, or rights to be received in exchange for or on conversion of the PUBLIC COMPANY Common Stock; (ii) any term of the certificate of incorporation of PRIVATE COMPANY to be effected by the Share Exchange; or (iii) any of the terms and conditions of this Agreement if the change would adversely affect the shareholders of PUBLIC COMPANY, or

(b) the action by shareholders of PRIVATE COMPANY in any respect that would change (i) the amount or kind of shares, obligations, cash, property, or rights to be received in exchange for the PRIVATE COMPANY Common Stock to be delivered in the Share Exchange; (ii) any term of the certificate of incorporation of PRIVATE COMPANY to be effected by the Share Exchange; or (iii) any of the terms and conditions of this Agreement if the change would adversely affect the shareholders of PRIVATE COMPANY.

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Effective Date.  As for all other disclosures, approval by PRIVATE COMPANY or PUBLIC COMPANY of such public disclosure shall not be unreasonably withheld.

(a) For purposes of sections 4, 6, and 7 of this Share Exchange Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of PUBLIC COMPANY as of November 24, 2010, as determined in accordance with generally accepted accounting principles.

(b) For purposes of sections 5, 8, and 9 of this Share Exchange Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of PRIVATE COMPANY as of November 24, 2010, as determined in accordance with generally accepted accounting principles.

(c) The term "Material Adverse Effect" wherever used in this Share Exchange Agreement shall mean, with respect to a party, a material adverse effect on the business, results of operations, financial condition, including the market value of any of the assets, or prospects of such party and its subsidiaries taken as a whole.

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12.10.  NOTICES.

A.

All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid.  All communications shall be addressed to the appropriate address of each party as follows:

If to SELLERS:

If to PURCHASER:

Vision Technologies, Inc.

Mr. Tony N. Frudakis

Attention:  Robert “Lee” Thompson

12913 42^nd Ter. West

609 West Dyke Road

Cortez, FL 34215

Rogers, Arkansas 72756

If to PUBLIC COMPANY:

Attention:  Mr. Tony N. Frudakis

12913 42^nd Ter. West

Cortez, FL 34215

B.

For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for

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notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

C.

All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[THIS AREA IS INTENTIONALLY LEFT BLANK]

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AUTHORIZATION OF TONY N. FRUDAKIS

I HEREBY STATE UNDER OATH that the above instrument is entered into as my free and voluntary act and deed for the uses and purposes therein mentioned.

                /s/ Tony N. Frudakis

Tony N. Frudakis

STATE OF FLORIDA

}

}

ss:

COUNTY OF

 MANATEE

}

Sworn to and subscribed before me this        6th

 day of December, 2010, by TONY N. FRUDAKIS. He personally appeared before me at the time of this notarization.  He is:

Personally Known to me

     OR     Produced Identification

.  

Type of Identification Produced:

.

Notary Public

Print Name

State of Florida Commission No.:

25

AUTHORIZATION OF ROBERT “LEE” THOMPSON

I HEREBY STATE UNDER OATH that the above instrument is entered into as my free and voluntary act and deed for the uses and purposes therein mentioned.

                /s/ Robert Lee Thompson

Robert “Lee” Thompson

STATE OF ARKANSAS

}

}

ss:

COUNTY OF

}

Sworn to and subscribed before me this        14th 

 day of December, 2010, by ROBERT THOMPSON. He personally appeared before me at the time of this notarization.  He is:

Personally Known to me

     OR     Produced Identification

.  

Notary Public

Print Name

State of Arkansas Commission No.:

26

AUTHORIZATION OF ROBERT “CHUCK” THOMPSON

I HEREBY STATE UNDER OATH that the above instrument is entered into as my free and voluntary act and deed for the uses and purposes therein mentioned.

Robert “Chuck” Thompson

STATE OF ARKANSAS

}

}

ss:

COUNTY OF

}

Sworn to and subscribed before me this

 day of December, 2010, by ROBERT THOMPSON. He personally appeared before me at the time of this notarization.  He is:

Personally Known to me

     OR     Produced Identification

.  

Notary Public

Print Name

State of Arkansas Commission No.:

27

AUTHORIZATION OF SKYVIEW HOLDINGS CORP.

I HEREBY STATE UNDER OATH that the above instrument is entered into as a free and voluntary act and deed of Skyview Holdings Corp., for the uses and purposes therein mentioned, and I am authorized to execute the above instrument and that the seal affixed hereto is the corporate seal of Skyview Holdings Corp.

SKYVIEW HOLDINGS CORP.

                /s/ Tony N. Frudakis

Tony N. Frudakis, Chairman

STATE OF FLORIDA

}

}

ss:

COUNTY OF

 MANATEE

}

Sworn to and subscribed before me this       6th 

 day of December, 2010, by TONY N. FRUDAKIS. He personally appeared before me at the time of this notarization.  He is:

Personally Known to me

     OR     Produced Identification

.  

Type of Identification Produced:

.

Notary Public

Print Name

State of Florida Commission No.:

28

AUTHORIZATION OF VISION TECHNOLOGIES INC.

I HEREBY STATE UNDER OATH that the above instrument is entered into as a free and voluntary act and deed of Vision Technologies, Inc., for the uses and purposes therein mentioned, and I am authorized to execute the above instrument and that the seal affixed hereto is the corporate seal of Vision Technologies, Inc.

VISION TECHNOLOGIES INC.

/s/ Robert Lee Thompson

Robert “Lee” Thompson, Chairman

STATE OF ARKANSAS

}

}

ss:

COUNTY OF

}

Sworn to and subscribed before me this   14th 

 day of December, 2010, by ROBERT “LEE” THOMPSON. He personally appeared before me at the time of this notarization.  He is:

Personally Known to me

     OR     Produced Identification

.  

Notary Public

Print Name

State of Arkansas Commission No.:

29

SCHEDULE 1.1

Shares Issued 1:1 in the Reorganized PUBLIC COMPANY

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33

34

35

36

37

38

39

40

41

42

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