SHARE EXCHANGE AGREEMENT

Annex A         Hunter Bates Shareholders

This Share Exchange Agreement (this “ Agreement ”), dated as of September 11, 2009 is by and among Princeton Acquisitions, Inc., a Colorado corporation (“ Princeton Acquisitions ”), Hunter Bates Mining Corporation (“ Hunter Bates ”), and the shareholders of Hunter Bates identified on Annex A hereto (the “ Shareholder(s) ”).  Each of the parties to this Agreement is individually referred to herein as a “ Party ” and are collectively, the “ Parties .”

As of the date hereof, 100% of the capital stock of Hunter Bates issued and outstanding (the “ Hunter Bates Stock ”) is owned and held by Wits Basin Precious Minerals Inc., a Minnesota corporation (“ Wits Basin ”).  Prior to the Effective Time (as defined herein), Hunter Bates contemplates completing a private placement offering of up to 3,000,000 shares of its common stock and 3,000,000 warrants to purchase shares of its common stock, after which (assuming a maximum offering) Hunter Bates anticipates having approximately 21,500,000 shares of capital stock issued and outstanding and held by the shareholders of Hunter Bates (actual shares held as of Effective Time being referred to herein as the “ Shareholders Stock ”) and an additional 4,500,000 shares issuable upon exercise of outstanding warrants.  The Shareholders have agreed to transfer each share of Shareholders Stock (and each right to acquire a share of Shareholders Stock) to Princeton Acquisitions in exchange for one newly issued share of common stock of Princeton Acquisitions (the “ Princeton Acquisitions Stock ”) (and right to acquire a share of Princeton Acquisitions Stock, as applicable), and as a result the shareholders of Hunter Bates immediately prior to the Effective Time will hold approximately 99% of the issued and outstanding capital stock of Princeton Acquisitions on a fully-diluted basis as of and immediately after the Effective Time (assuming a maximum offering).  The number of shares of Princeton Acquisitions Stock to be received by the Shareholders are listed on Annex A and are referred to herein as the “ Shares .”  The transaction shall be referred to as the “ Share Exchange .”

The exchange of the Shareholders Stock for Princeton Acquisitions Stock is intended to constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, or such other tax free reorganization exemptions that may be available under such code.

The Board of Directors of Princeton Acquisitions and Hunter Bates have each determined that it is desirable to effect this plan of reorganization and share exchange.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

1.1.          Exchange by the Shareholders .  At the Effective Time, and subject to the terms and conditions herein, the Shareholders shall sell, transfer, convey, assign and deliver to Princeton Acquisitions the Shareholders Stock, free and clear of all Liens, in exchange for fully paid and nonassessable shares of Princeton Acquisitions Stock on a one-for-one basis (collectively, the Princeton Acquisitions Stock issued hereunder shall be referred to herein as the “ Shares ”).  Further, at the Effective Time, all securities convertible into or exchangeable for shares of Hunter Bates Stock (including without limitation warrants to purchase shares of Hunter Bates Stock) outstanding immediately prior to the Effective Time (the “ Hunter Bates Derivative Securities ”) shall automatically convert into and be exchanged for securities convertible into or exchangeable for that number of shares of Princeton Acquisitions Stock.

1.2.          Closing .  The closing (the “ Closing ”) of the transactions contemplated hereby (the “ Transactions ”) shall take place at the offices of Maslon Edelman Borman & Brand, LLP in Minneapolis, Minnesota, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the “ Closing Date ”).  To the extent required under applicable law, on the Closing Date, or as soon thereafter as reasonably practicable, the Parties will cause a Statement of Share Exchange to be filed with the Colorado Secretary of State and an Articles of Exchange to be filed with the Minnesota Secretary of State, and the Share Exchange shall be effective at such time necessary filings are made, or such later time the parties agree as specified in such filings (the “ Effective Time ” or “ Effective Date ”).

Subject to the exceptions set forth in the disclosure letter delivered from Hunter Bates to Princeton Acquisitions on the date hereof (the “ Hunter Bates Disclosure Letter ”) (regardless of whether or not the Hunter Bates Disclosure Letter is referenced below with respect to any particular representation or warranty), Hunter Bates represents and warrants as follows to Princeton Acquisitions.

2.1.          Organization, Standing and Power .  Hunter Bates is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Hunter Bates, a material adverse effect on the ability of Hunter Bates to perform its obligations under this Agreement or on the ability of Hunter Bates to consummate the Transactions (a “ Hunter Bates Material Adverse Effect ”).  Hunter Bates is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Hunter Bates Material Adverse Effect.  Hunter Bates has delivered to Princeton Acquisitions true and complete copies of its articles of incorporation and bylaws (collectively, the “ Hunter Bates Constituent Instruments ”), in each case as amended through the date of this Agreement.

2.2.          Hunter Bates Subsidiaries; Equity Interests .  Hunter Bates does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person or entity.  Hunter Bates is in the process of obtaining from Wits Basin 100% of the equity interest of Gregory Gold Producers, Inc., a Colorado corporation.

2.3.          Capital Structure .  The authorized capital stock of Hunter Bates as of the date hereof consists of 100,000,000 shares, par value US$.01 per share, of which 18,500,000 shares of common stock are issued and outstanding.  Additionally, there are outstanding warrants to purchase an aggregate of 1,500,000 shares of Hunter Bates’ common stock at an exercise price of $0.01 per share.  Prior to the Effective Time, Hunter Bates anticipates completing a private placement offering (the “Initial Financing”), whereby, in the event of a maximum offering, Hunter Bates would have 26,000,000 shares of common stock issued and outstanding, on a fully diluted basis.  Except for the Initial Financing or as otherwise set forth herein, no shares of capital stock or other voting securities of Hunter Bates are issued, reserved for issuance or outstanding as of the date of this Agreement.  All outstanding shares of the capital stock of Hunter Bates are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Minnesota, the Hunter Bates Constituent Instruments or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (each, a “ Contract ”) to which Hunter Bates is a party or otherwise bound.  There are not any bonds, debentures, notes or other indebtedness of Hunter Bates or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Hunter Bates capital stock may vote.  Except with respect to the Initial Financing or as set forth in the Hunter Bates Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Hunter Bates is a party or is bound (a) obligating Hunter Bates to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Hunter Bates, (b) obligating Hunter Bates to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Hunter Bates.  As of the date of this Agreement, there are not any outstanding contractual obligations of Hunter Bates to repurchase, redeem or otherwise acquire any shares of capital stock of Hunter Bates.

2.4.          Authority; Execution and Delivery; Enforceability .  Hunter Bates has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions.  The execution and delivery by Hunter Bates of this Agreement and the consummation by Hunter Bates of the Transactions have been duly authorized and approved by the Board of Directors and shareholders of Hunter Bates and no other corporate proceedings on the part of Hunter Bates are necessary to authorize this Agreement and the Transactions.  When executed and delivered, this Agreement will be enforceable against Hunter Bates in accordance with its terms.

2.5.          No Conflicts; Consents .

(a)           Except as noted in the Hunter Bates Disclosure Letter, the execution and delivery by Hunter Bates of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Hunter Bates under, any provision of (i) the Hunter Bates Constituent Instruments, (ii) subject to the Hunter Bates Consents (as defined in Section 5.1(n) hereof), any Contract to which Hunter Bates is a party or by which its properties or assets is bound, or (iii) subject to the filings and other matters referred to in Section 2.5(b) , any material judgment, order or decree or material Law applicable to Hunter Bates or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Hunter Bates Material Adverse Effect.

(b)           Except with respect to the filings set forth in Section 1.2 (if applicable), and for required filings with the Securities and Exchange Commission (the “ SEC ”) and under applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (each, a “ Consent ”) of, or registration, declaration or filing with, or permit from, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a “ Governmental Entity ”) is required to be obtained or made by or with respect to Hunter Bates in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

2.6.          Taxes .  As of the date of this Agreement, Hunter Bates does not file federal, state or local tax returns as a stand alone entity, rather, all federal, state, local, declarations, statements, reports, schedules, forms and information returns taxes (collectively, the “ Tax Returns ”) required to be filed by it are filed by Wits Basin under the consolidated corporation tax return process.  Wits Basin has not yet filed its 2008 U.S. Consolidated Corporation Income Tax Return.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Hunter Bates know of no basis for any such claim.

2.7.          Benefit Plans .Hunter Bates does not have or maintain any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Hunter Bates (collectively, “ Hunter Bates Benefit Plans ”).  As of the date of this Agreement there are not any severance or termination agreements or arrangements between Hunter Bates and any current or former employee, officer or director of Hunter Bates, nor does Hunter Bates have any general severance plan or policy.

2.8.          Litigation .  There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility (each, an “ Action ”) against or affecting Hunter Bates or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Hunter Bates Material Adverse Effect.  Neither Hunter Bates, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

2.9.          Compliance with Applicable Laws .  To the knowledge of Hunter Bates, Hunter Bates is in compliance with all applicable statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “ Laws ”), including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Hunter Bates Material Adverse Effect.  Hunter Bates has not received any written communication during the past two years from a Governmental Entity that alleges that Hunter Bates is not in compliance in any material respect with any applicable Law.  This Section 2.9 does not relate to matters with respect to Taxes, which are the subject of Section 2.6 .

2.10.        Brokers; Schedule of Fees and Expenses .  Except as noted in the Hunter Bates Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Hunter Bates.

2.11.        Contracts .  Except as disclosed in the Hunter Bates Disclosure Letter, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Hunter Bates.  Hunter Bates is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Hunter Bates Material Adverse Effect.

2.12.        Title to Properties .  Except as set forth in the Hunter Bates Disclosure Letter, Hunter Bates does not own any real property, and to the best of its knowledge, Hunter Bates has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses.  Except as noted in the Hunter Bates Disclosure Letter, all such assets and properties, other than assets and properties in which Hunter Bates has leasehold interests, are free and clear of any liens, security interest, pledge, equity or claim of any kind, voting trust, stockholder agreement and other encumbrance (collectively, “ Liens ”) other than those set forth in the Hunter Bates Disclosure Letter and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of Hunter Bates to conduct business as currently conducted.

2.13.        Intellectual Property .  Hunter Bates owns, or is validly licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights and other proprietary intellectual property rights and computer programs (the “ Intellectual Property Rights ”) which are material to the conduct of the business of Hunter Bates.  The Hunter Bates Disclosure Letter sets forth a description of all Intellectual Property Rights that are material to the conduct of the business of Hunter Bates.  There are no claims pending or, to the knowledge of Hunter Bates, threatened that Hunter Bates is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.  To the knowledge of Hunter Bates, no person is infringing the rights of Hunter Bates with respect to any Intellectual Property Right.

2.14.        Labor Matters .  There are no collective bargaining or other labor union agreements to which Hunter Bates is a party or by which any of them is bound.  No material labor dispute exists or, to the knowledge of Hunter Bates, is imminent with respect to any of the employees of Hunter Bates.

2.15.        Financial Statements .   Hunter Bates has delivered to Princeton Acquisitions its unaudited financial statements for the fiscal year ended December 31, 2008 and its unaudited financial statements for the fiscal quarter ended June 30, 2009 (collectively, the “ Hunter Bates Financial Statements ”).  The Hunter Bates Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated.  The Hunter Bates Financial Statements fairly present in all material respects the financial condition and operating results of Hunter Bates, as of the dates, and for the periods, indicated therein.  Hunter Bates does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to June 30, 2009, and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Hunter Bates Financial Statements, which, in both cases, individually and in the aggregate, would not be reasonably expected to result in a Hunter Bates Material Adverse Effect.

2.16.        Transactions with Affiliates and Employees .  Except as set forth in the Hunter Bates Disclosure Letter and the Hunter Bates Financial Statements, none of the officers or directors of Hunter Bates and, to the knowledge of Hunter Bates, none of the employees of Hunter Bates is presently a party to any transaction with Hunter Bates (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Hunter Bates, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

2.17.        Application of Takeover Protections .  Hunter Bates has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Hunter Bates Constituent Instruments or the laws of its jurisdiction of organization that is or could become applicable to the Shareholders as a result of the Shareholders and Hunter Bates fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholders’ ownership of the Shares.

2.18.        No Additional Agreements .  Except as noted in the Hunter Bates Disclosure Letter, Hunter Bates does not have any agreement or understanding with the Shareholders with respect to the Transactions other than as specified in this Agreement.

2.19.        Investment Company .  Hunter Bates is not, and is not an affiliate of, and immediately following the Effective Time will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.20.        Disclosure .  Hunter Bates confirms that neither it nor any person acting on its behalf has provided the Shareholders or its respective agents or counsel with any information that Hunter Bates believes constitutes material, non-public information except insofar as the existence and terms of the Transactions may constitute such information and except for information that will be disclosed by Princeton Acquisitions under a current report on Form 8-K filed no later than four (4) business days after the Closing.  Hunter Bates understands and confirms that Princeton Acquisitions will rely on the foregoing representations and covenants in effecting transactions in securities of Hunter Bates.  All the disclosures provided to Princeton Acquisitions regarding Hunter Bates, its business and the Transactions, furnished by or on behalf of Hunter Bates (including Hunter Bates’ representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

2.21.        Information Supplied .  None of the information supplied or to be supplied by Hunter Bates for inclusion or incorporation by reference in the notice that is required to be sent to the stockholders of Princeton Acquisitions pursuant to Rule 14f-1 (the “ 14f-1 Notice ”) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) will, at the date it is first mailed to the Princeton Acquisitions’ stockholders, 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.

2.22.        Absence of Certain Changes or Events .  Except as disclosed in the Hunter Bates Financial Statements or in the Hunter Bates Disclosure Letter, from December 31, 2008 to the date of this Agreement, Hunter Bates has conducted its business only in the ordinary course, and during such period there has not been:

(a)           any change in the assets, liabilities, or financial condition of Hunter Bates, except changes in the ordinary course of business that have not caused, in the aggregate, a Hunter Bates Material Adverse Effect;

(b)           any damage, destruction or loss, whether or not covered by insurance, that would have a Hunter Bates Material Adverse Effect;

(c)           any waiver or compromise by Hunter Bates of a valuable right or of a material debt owed to it;

(d)           any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Hunter Bates, except in the ordinary course of business and the satisfaction or discharge of which would not have a Hunter Bates Material Adverse Effect;

(e)           any material change to a material Contract by which Hunter Bates or any of its assets is bound or subject;

(f)           any mortgage, pledge, transfer of a security interest in, or lien, created by Hunter Bates, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair Hunter Bates’ ownership or use of such property or assets;

(g)           any loans or guarantees made by Hunter Bates to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(h)           any alteration of Hunter Bates’ method of accounting or the identity of its auditors;

(i)           any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any of the Shareholders Stock;

(j)           any issuance of equity securities to any officer, director or affiliate; or

(k)           any arrangement or commitment by Hunter Bates to do any of the things described in this Section 2.22 .

2.23.       Foreign Corrupt Practices .  Neither Hunter Bates, nor, to Hunter Bates’ knowledge, any director, officer, agent, employee or other person acting on behalf of Hunter Bates, has, in the course of its actions for, or on behalf of, Hunter Bates (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Princeton Acquisitions represents and warrants as follows to the Shareholders and Hunter Bates.

3.1.         Organization, Standing and Power .  Princeton Acquisitions is duly organized, validly existing and in good standing under the laws of the State of Colorado and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Princeton Acquisitions, a material adverse effect on the ability of Princeton Acquisitions to perform its obligations under this Agreement or on the ability of Princeton Acquisitions to consummate the Transactions (a “ Princeton Acquisitions Material Adverse Effect ”).  Princeton Acquisitions is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Princeton Acquisitions Material Adverse Effect.  Princeton Acquisitions has delivered to Hunter Bates true and complete copies of its Articles of Incorporation (“ Princeton Acquisitions Charter ”) and Bylaws (the “ Princeton Acquisitions Bylaws ”), each as amended to the date of this Agreement.

3.2.         Subsidiaries; Equity Interests .  Princeton Acquisitions does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

3.3.         Capital Structure .  The authorized capital stock of Princeton Acquisitions consists of 100,000,000 shares of common stock, par value $0.001 per share, and   50,000,000 shares of preferred stock, par value $1.00 per share.  As of the date hereof (a) 1,710,649 shares of Princeton Acquisitions’ common stock are issued and outstanding, (b) no shares of preferred stock are outstanding and (c) no shares of Princeton Acquisitions’ common stock or preferred stock are held by Princeton Acquisitions in its treasury.  Except as set forth above, no shares of capital stock or other voting securities of Princeton Acquisitions were issued, reserved for issuance or outstanding.  All outstanding shares of the capital stock of Princeton Acquisitions are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Colorado Business Corporation Act, the Princeton Acquisitions Charter, the Princeton Acquisitions Bylaws or any Contract to which Princeton Acquisitions is a party or otherwise bound.  There are not any bonds, debentures, notes or other indebtedness of Princeton Acquisitions having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Princeton Acquisitions’ common stock may vote (“ Voting Princeton Acquisitions Debt ”).  Except as described above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Princeton Acquisitions is a party or by which it is bound (a) obligating Princeton Acquisitions to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Princeton Acquisitions or any Voting Princeton Acquisitions Debt, (b) obligating Princeton Acquisitions to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Princeton Acquisitions.  As of the date of this Agreement, there are not any outstanding contractual obligations of Princeton Acquisitions to repurchase, redeem or otherwise acquire any shares of capital stock of Princeton Acquisitions.  Princeton Acquisitions is not a party to any agreement granting any securityholder of Princeton Acquisitions the right to cause Princeton Acquisitions to register shares of the capital stock or other securities of Princeton Acquisitions held by such securityholder under the Securities Act.  The stockholder list of Princeton Acquisitions provided to Hunter Bates is a current stockholder list generated by Princeton Acquisitions’ stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Princeton Acquisitions’ common stock.

3.4.         Authority; Execution and Delivery; Enforceability .  The execution and delivery by Princeton Acquisitions of this Agreement and the consummation by Princeton Acquisitions of the Transactions have been duly authorized and approved by the Board of Directors of Princeton Acquisitions and no other corporate proceedings on the part of Princeton Acquisitions are necessary to authorize this Agreement and the Transactions.  This Agreement constitutes a legal, valid and binding obligation of Princeton Acquisitions, enforceable against Princeton Acquisitions in accordance with the terms hereof.

3.5.         No Conflicts; Consents .

(a)           The execution and delivery by Princeton Acquisitions of this Agreement does not, and the consummation of Transactions and compliance with the terms hereof will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Princeton Acquisitions under, any provision of (i) the Princeton Acquisitions Charter or Princeton Acquisitions Bylaws, (ii) any material Contract to which Princeton Acquisitions is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.5(b) , any material judgment, order or decree or material Law applicable to Princeton Acquisitions or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Princeton Acquisitions Material Adverse Effect.

(b)           Except with respect to the filings set forth in Section 1.2 (if applicable), no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Princeton Acquisitions in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (i) filing with the SEC of a 14f-1 Notice and (ii) filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (iii) filings under state “blue sky” laws, as may be required in connection with this Agreement and the Transactions.

3.6.         SEC Documents; Undisclosed Liabilities .

(a)           Princeton Acquisitions has filed all reports, schedules, forms, statements and other documents required to be filed by Princeton Acquisitions with the SEC since Novem