The authorized capitalization of Grote Molen currently consists of 5,000,000 shares of preferred stock, $0.001 par value, of which no shares are issued and outstanding, and 100,000,000 shares of common stock, $0.001 par value, of which 22,200,000 shares are issued and outstanding.  The authorized capitalization of Merger Co. consists of 10,000 shares, $0.001 par value, of which 100 shares are issued and outstanding.  All issued and outstanding shares of Grote Molen and Merger Co. are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person.  There are no dividends or other distributions due or payable with respect to any of the shares of capital stock of Grote Molen or Merger Co.  On or prior to the Closing Date: (i) Grote Molen shall designate 5,000,000 shares of its authorized Preferred Stock as Series A Preferred Stock having the rights, privileges and preferences set forth in Exhibit B hereto; (ii) offer and sell up to 5,000,000 Common Stock purchase warrants, each entitling the holder to purchase one share of Grote Molen Common Stock at an exercise price of $0.70 per share commencing on or about September 1, 2018 and continuing for a period of five years thereafter, at an offering price not less than $0.01 per warrant; (iii) offer and sell up to 5,000,000 Units, each consisting of one share of Grote Molen Common Stock and one five-year Common Stock Purchase warrant exercisable at $0.70 per share, at an offering price of not less than $0.10 per Unit; (iv) Grote Molen shall cause certain liabilities of Grote Molen to be paid and satisfied in cash, pursuant to the issuance of shares of Grote Molen Common Stock or some combination thereof, so that on the Closing Date Grote Molen has liabilities in an amount not greater than $500,000; and (v) the current stockholders of Grote Molen shall irrevocably submit shares of Grote Molen Common Stock and warrants to Grote Molen for cancellation so that on the Closing Date there are issued and outstanding 8,800,000 shares of Grote Molen Common Stock and warrants to acquire up to 8,800,000 shares of Grote Molen Common Stock, subject to adjustment as provided in Section 6.10 hereof.