Exhibit 10.2


 


SHARE
EXCHANGE AGREEMENT


 


This Share Exchange Agreement
(this “Agreement”) is made and entered into this 17th day of May 2021 by and among CX NETWORK GROUP, INC. (“CXN”
and Seller), a company formed under the laws of Nevada, KUN PENG INTERNATIONAL HOLDINGS LIMITED, (“KPI”), a British Virgin
Islands company limited by shares, and KPI’s shareholders, Kunpeng Tech Limited, Kunpeng TJ Limited, Pui Chun Wong, Sheng Liao,
and Wenqiang Wang (the “KPI Shareholders”). KPI, the KPI Shareholders, and CXN shall be sometimes collectively referred to
as the “Company” and “Buyers”).


 


WHEREAS, the KPI Shareholders
are the owners of record of 100% of the issued and outstanding shares of KPI; and


 


WHEREAS,
the KPI Shareholders desire to acquire from CXN an aggregate of 34,158,391, or approximately 85.4%, of CXN’s shares of Common Stock,
par value $0.0001 per share (the “CXN Shares”), in exchange for 100% of the outstanding shares of KPI (the “Exchange
Shares”); and


 


WHEREAS,
the offer and sale of the CXN Shares by CXN is intended to be exempt from the registration provisions of Section 5 under the Securities
Act of 1933, as amended, (the “Securities Act”) pursuant to the provisions of Regulation S (“Regulation S”) which
was adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act.


 


NOW, THEREFORE, in
consideration of the mutual terms, conditions, and other agreements set forth herein, the parties hereto hereby agree as follows:


 


ARTICLE I

SHARE EXCHANGE


 


Section 1.01 Share Exchange.
Subject to the terms and conditions of this Agreement, at the Closing, the KPI Shareholders transfer to CXN all of the shares that they
hold in KPI (which constitutes 100% of the equity ownership of KPI) and, in consideration therefor, CXN shall issue an aggregate of 34,158,391
newly issued, fully paid and non-assessable shares of CXN, par value $0.0001, to the KPI Shareholders as follows:


 


	Kunpeng Tech Limited	 	1,964,107	 	 CXN Shares
	Kunpeng TJ Limited	 	6,575,490	 	CXN Shares
	Pui Chun Wong	 	22,202,954	 	 CXN Shares
	Sheng Liao 	 	1,707,920	 	CXN Shares
	Wenqiang Wang 	 	1,707,920	 	CXN Shares


 


ARTICLE II

CLOSING


 


Section 2.01 Date and
Place of Closing. The closing (the “Closing”) of the transactions contemplated hereby shall be, subject to the satisfaction
or waiver of the applicable conditions set forth herein, take place in Beijing, China, at the offices of King Eagle (as defined below),
or other place as the parties may mutually agree, at 10:00 a.m. (Beijing, China Time) on or before May 21, 2021 (“Closing Date”);
provided that the Parties may mutually agree in writing to a later date.


 






     


     


    

 


Section 2.02 Deliveries
at Closing.


 


(a) At
the Closing, CXN shall deliver to each KPI Shareholder a certificate evidencing the number of newly issued CXN Shares set forth in Section
1.01, above.


 


(b) At
or prior to the Closing, each KPI Shareholder shall deliver to CXN all of the shares that they own in KPI duly endorsed for transfer to
CXN together with a bought note, instrument of transfer, and such other documentation or instruments as shall be necessary to transfer
the Exchange Shares.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CXN


 


CXN hereby represents, warrants,
and agrees as of the date of this Agreement and the Closing Date as follows:


 


Section 3.01 Corporate
Organization


 


 a. CXN is a corporation
duly organized, validly existing, and in good standing under the laws of Nevada, and has all requisite corporate power and authority to
own its properties and assets and to conduct its business and is duly qualified to do business and in good standing in each jurisdiction
in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the
business, operations, properties, assets, condition or results of operation of CXN.


 


 b. Copies of the Certificate
of Incorporation and Bylaws of CXN, with all amendments thereto to the date hereof, have been furnished to KPI and each of the KPI Shareholders,
and such copies are accurate and complete as of the date hereof. The minute books of CXN are current as required by law, contain the minutes
of all meetings of the Board of Directors and shareholders of CXN from its date of incorporation to the date of this Agreement, and adequately
reflect all material actions taken by the Board of Directors and shareholders of CXN.


 


Section
3.02 Capitalization of CXN. The authorized capital stock of CXN consists of 40,000,000 shares of common stock, par value
$0.0001 per share. As of the date hereof, CXN has 21,376,918 shares of common stock issued and outstanding. All of the issued shares of
capital stock of CXN have been duly authorized, and are validly issued, fully paid and non-assessable. Mr. Wenhai Xia is the owner
of 16,683,334 shares of CXN common stock, and he has agreed to cancel 15,535,309 shares that he holds and contribute them back to the
Company. The cancellation and contribution of those shares to the Company by Mr. Xia will facilitate the transaction and adjust the capitalization
of the CXN so that an additional 15,535,309 shares may be issued to the KPI Shareholders.


 






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The parties agree that they
have been informed of the issuances of these CXN Shares, and that all such issuances of CXN Shares pursuant to this Agreement will be
in accordance with the provisions of this Agreement. All of the CXN Shares to be issued pursuant to this Agreement have been duly authorized,
and will be validly issued, fully paid and non-assessable, and no personal liability will attach to the ownership thereof, and in each
instance, they will have been issued in accordance with the registration requirements of applicable securities laws or an exemption therefrom.
As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights
or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital
stock of CXN.


 


Section 3.03 Subsidiaries
and Equity Investments. CXN has no subsidiaries or equity interest in any corporation, partnership, or joint venture except as provided
in this Agreement.


 


Section 3.04 Authorization
and Validity of Agreements. CXN has all corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby and upon the execution and delivery by KPI and the performance of its
obligations herein, this Agreement will constitute a legal, valid and binding obligation of CXN. The execution and delivery of this Agreement
by CXN and the consummation by CXN of the transactions contemplated hereby have been duly authorized by all necessary corporate action
of CXN, and no other corporate proceedings on the part of CXN are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.


 


Section 3.05 No
Conflict or Violation. The execution, delivery and performance of this Agreement by CXN do not and will not violate or conflict with
any provision of its Certificate of Incorporation and Bylaws, and do not and will not violate any provision of law, or any order, judgment
or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice
or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation
of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which CXN is
a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the creation or imposition
of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of CXN, nor will it result in the cancellation,
modification, revocation or suspension of any of the licenses, franchises or permits to which CXN is bound.


 


Section 3.06 Consents
and Approvals. No consent, waiver, authorization, or approval of any governmental or regulatory authority, domestic or foreign, or
of any other person, firm or corporation is required in connection with the execution and delivery of this Agreement by CXN or the performance
by CXN of its obligations hereunder.


 


Section 3.07 Absence
of Certain Changes or Events.


 


a.
As of the date of this Agreement, CXN does not know or have reason to know of any event, condition, circumstance or prospective development
which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial
condition of CXN.


 






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b. Since
its inception, there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital
stock of CXN.


 


c. Since
its inception, there has not been an increase in the compensation payable or to become payable to any director or officer of CXN.


 


Section 3.08 Disclosure.
This Agreement does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements
contained herein and/or therein not misleading.


 


Section 3.09 Litigation.
There is no action, suit, proceeding or investigation pending or threatened against CXN that may affect the validity of this Agreement
or the right of CXN to enter into this Agreement or to consummate the transactions contemplated hereby.


 


Section 3.10 Securities
Laws.


 


a.
CXN has complied in all material respects with applicable United States securities laws, rules, and regulations, as such laws, rules,
and regulations apply to CXN and its securities.


 


b.
All shares of capital stock of CXN have been issued in accordance with applicable United States securities laws, rules, and regulations.
There are no stop orders in effect with respect to any of CXN’s securities.


 


Section 3.11 Tax Returns,
Payments and Elections. CXN has timely filed all tax returns, statements, reports, declarations, and other forms and documents and
has, to date, paid all taxes due.


 


Section 3.12 ’34
Act Reports. None of CXN’s filings with the SEC contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.


  


Section 3.13 Survival.
Each of the representations and warranties set forth in this Article III shall be deemed represented and made by CXN at the Closing as
if made at such time.


 


Section 3.14  Legend.
Each certificate representing the CXN Shares shall be endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable United States federal or state securities laws:


 


“THESE SECURITIES
ARE BEING OFFERED TO SHAREHOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN
RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 






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“TRANSFER OF THESE
SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF KPI AND EACH KPI SHAREHOLDER 


 


KPI and the KPI Shareholders,
severally, represent, warrant, and agree as follows as of the date of this Agreement and the Closing Date:


 


Section
4.01 Corporate Organization.


 


a. KPI
is a corporation incorporated in the British Virgin Islands. It is duly organized, validly existing and in good standing in the British
Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is
duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by KPI or the ownership
or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified
and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of
operation of KPI.


 


b. Copies
of the Articles of Association and the Memorandum of Association of KPI, with all amendments thereto to the date hereof, have been furnished
to CXN, and such copies are accurate and complete as of the date hereof. The minute books of KPI are current as required by law, contain
the minutes of all meetings of the Boards of Directors and shareholders of KPI, and adequately reflect all material actions taken by KPI’s
Board of Directors and KPI’s shareholders.


 


Section
4.02 Title to Exchange Shares and Chain of Ownership.


 


As
of the date hereof and on the Closing Date, each KPI Shareholder represents and warrants that he/she/it has and will have good and marketable
title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to CXN free and clear of any liens,
claims or encumbrances. Further, each KPI Shareholder has and will have the right to transfer his/her/its Exchange Shares without consent
of any other person or entity.


 


KPI
wholly owns Kunpeng (China) Industrial Development Company Limited, a Hong Kong limited liability company (“KCIDC”); KCIDC
owns 92% of the equity of King Eagle (China) Co, Ltd. (PRC), which is a foreign invested entity in the Peoples Republic of China (“King
Eagle China”); King Eagle China has entered into various agreements with King Eagle (Tianjin) Technology Co., Ltd. (“King
Eagle Technology”) under which it effectively controls King Eagle Technology through a series of contracts or variable interest
entity arrangements. Each of the above-listed companies is duly organized, validly existing, and in good standing under the laws of their
jurisdictions of incorporation, and each has all requisite corporate power and authority to own its properties and assets, and to conduct
its business as now conducted, and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the
business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except
where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties,
assets, condition or results of operation of any of the companies.


 






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Section 4.03 Authorization
and Validity of Agreements. KPI has all corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by KPI, and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings
on the part of KPI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The KPI Shareholders
have approved this Agreement on behalf of KPI, and no other stockholder approvals are required to consummate the transactions contemplated
hereby. The KPI Shareholders are competent and duly authorized to execute this Agreement and have the power to execute and perform this
Agreement. No other proceedings on the part of KPI or any KPI Shareholder are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby.


 


Section 4.04 No
Conflict or Violation. The execution, delivery and performance of this Agreement by KPI or any KPI Shareholder does not and will not
violate or conflict with any provision of the constituent documents of KPI, and does not and will not violate any provision of law, or
any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute
(with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration
or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument
to which KPI or any KPI Shareholder is a party or by which any of them is bound or to which any of their respective properties or assets
is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties
or assets of KPI or any KPI Shareholder, nor result in the cancellation, modification, revocation or suspension of any of the licenses,
franchises or permits to which KPI or any KPI Shareholder is bound.


 


Section
4.05 Investment Representations.


 


a.
 The CXN Shares will be acquired hereunder solely for the account of the KPI Shareholders, for
investment. Each KPI Shareholder understands that the CXN Shares must be held indefinitely unless such CXN Shares are resold in accordance
with the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available.
Each KPI Shareholder understands and is able to bear any economic risks associated with such investment in the CXN Shares. Each KPI Shareholder
has had full access to all the information he/she/it considers necessary or appropriate to make an informed investment decision with respect
to the CXN Shares to be acquired under this Agreement. Each KPI Shareholder further has had an opportunity to ask questions and receive
answers from CXN’s directors regarding CXN and to obtain additional information (to the extent CXN’s directors possessed such
information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such shareholder
or to which such shareholder had access. Each KPI Shareholder is at the time of the offer and execution of this Agreement, domiciled outside
the United States (a “Non-U.S. Shareholder”) and/or is an “accredited investor” (as such term is defined in Rule
501(a) of Regulation D promulgated by the SEC under the Securities Act). Each KPI Shareholder understands that CXN is under no obligation
to register the CXN Shares under the Securities Act, or to assist such KPI Shareholder in complying with the Securities Act or the securities
laws of any state of the United States or of any foreign jurisdiction. 


 






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b. No Non-U.S. Shareholder,
nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or on behalf of any such affiliate,
has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of,
conditioning the markets in the United States for the CXN Shares, including, but not limited to, effecting any sale or short sale of securities
through any Non-U.S. Shareholder or any affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period contained
in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”).
To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or
scheme to evade the registration provisions of the Securities Act, and the CXN Shares are being acquired for investment purposes by the
Non-U.S. Shareholder. The Non-U.S. Shareholders agree that all offers and sales of CXN Shares from the date hereof and through the expiration
of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made
to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation
S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of any Non-U.S.
Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder
nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United States through the
expiration of any restricted period set forth in Rule 903 of Regulation S. 


 


Section
4.06 Not a Broker-Dealer. Each of the KPI Shareholders represents that he/she/it is not a registered representative under the
Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any
member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in
a business that would require it to be so registered, nor is he/she/it an Affiliate of a broker-dealer or any Person engaged in a business
that would require him/her/it to be registered as a broker-dealer. In the event any KPI Shareholder is a member of FINRA, or associated
or Affiliated with a member of FINRA, such KPI Shareholder agrees, if requested by FINRA, to sign a lock-up, the form of which shall be
satisfactory to FINRA with respect to the CXN Shares. “Affiliate” means, with respect to any specified Person: (i) if such
Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors or legal representatives, if applicable,
or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another
Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the
Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to
cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other
written instrument. “Person” shall mean an individual, entity, corporation, partnership, association, limited liability company,
limited liability partnership, joint-stock company, trust or unincorporated organization.


 






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Section 4.07 Brokers’
Fees. Each KPI Shareholder represents that he/she/it has no liability to pay any fees or commissions or other consideration to any
broker, finder or agent with respect to the transactions contemplated by this Agreement.


 


Section 4.08 Disclosure.
This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf
of KPI or an KPI Shareholder in connection with the transactions contemplated by this Agreement, when taken together, do not contain any
untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein
not misleading.


 


Section
4.9 Not an Underwriter. Each of the KPI Shareholders represents that he/she/it is not an underwriter of CXN Shares, nor is he/she/it
an affiliate of an underwriter of CXN Shares.


 


Section
4.10 No Advice from CXN. Each KPI Shareholder acknowledges that he/she/it has received, and fully and carefully reviewed and
understands, copies of CXN’s filings with the SEC periodically (the “SEC Filings”), either in hard copy or electronically
through the SEC’s EDGAR system at http://www.sec.gov. Each KPI Shareholder also acknowledges that he/she/it has had the opportunity
to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement with his/her/its own legal counsel and
investment and tax advisors. Except for any statements or representations of CXN made in this Agreement, each KPI Shareholder is relying
solely on such counsel and advisors and not on any statements or representations of CXN or any of its representatives or agents for legal,
tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction. Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to
the financial, tax, legal and related matters concerning an investment in the CXN Shares and on that basis believes that his/her/its investment
in the CXN Shares is suitable and appropriate for him/her/it.


 


Section
4.11 Regulation S Exemption. Each KPI Shareholder understands that the CXN Shares are being offered and sold to him/her/it in
reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated
under the Securities Act, as amended, and that CXN is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of each KPI Shareholder set forth herein in order to determine the applicability of such exemptions
and the suitability of each KPI Shareholder to acquire CXN Shares.  In this regard, each KPI Shareholder represents, warrants
and agrees that:


 


(i) He/she/it
is not a U.S. Person or an affiliate (as defined in Rule 501(b) under the Securities Act) of CXN and he/she/it is not acquiring CXN Shares
for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:


 


(A)
any natural person resident in the United States of America;


 


(B)
any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States
of America;


 


(C) any
estate of which any executor or administrator is a U.S. Person;


 






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(D) any
trust of which any trustee is a U.S. Person;


 


(E) any
agency or branch of a foreign entity located in the United States of America;


 


(F) any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. Person;


 


(G) any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or
(if an individual) resident in the United States of America; and


 


(H) any
partnership, company, corporation or other entity if:


 


(1) organized
or incorporated under the laws of any foreign jurisdiction; and


 


(2) formed
by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.


 


(ii) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each KPI
Shareholder was outside of the United States.


 


(iii) He/she/it
will not, during the period commencing on the date of issuance of the CXN Shares and ending on the six-month anniversary of such date,
or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer,
sell, pledge or otherwise transfer CXN Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person
or otherwise in a manner that is not in compliance with Regulation S.


 


(iv) Each
KPI Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer CXN Shares only pursuant to
registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities
laws.


 


(v) He/she/it
was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of
or any hedging transaction with respect to CXN Shares, including without limitation, any put, call or other option transaction, option
writing or equity swap.


 


(vi) Neither
the KPI Shareholder, nor any person acting on his/her/its behalf, has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to CXN Shares, and the KPI Shareholder, and any person acting on his/her/its behalf, have complied and will comply
with the “offering restrictions” requirements of Regulation S under the Securities Act.


 






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(vii) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(viii) Neither
the KPI Shareholder nor any person acting on his/her/its behalf, has undertaken or carried out any activity for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for
any of the CXN Shares. Each KPI Shareholder agrees not to cause any advertisement of CXN Shares to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to CXN Shares, except such advertisements that include the statements
required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with
any local applicable securities laws.


 


Section
4.12 No Advertisements. The KPI Shareholder is not purchasing CXN Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting, and he/she/it is not aware of any public advertisement or general solicitation
in respect of CXN or its securities.


 


Section
4.13 Legend. Each KPI Shareholder acknowledges and agrees that the CXN Shares shall bear a restrictive legend (the “Legend”),
as set forth above in Section 3.14, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective
registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated
under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available),
and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject
to any escrow restrictions).


 


Section
4.14 Economic Considerations. The KPI Shareholder is not relying on CXN or its affiliates or agents with respect to economic
considerations involved in this investment. Each KPI Shareholder has relied solely on his/her/its own advisors. 


 


Section
4.15 Compliance with Laws. Any resale of CXN Shares during the “distribution compliance period” as defined in Rule
902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such
sale of CXN Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.
The KPI Shareholders will not offer to sell or sell CXN Shares in any jurisdiction unless they obtain all required consents, if any. Each
KPI Shareholder acknowledges that he/she/it is familiar with Rule 144 (“Rule 144”) under the Securities Act and has been advised
that Rule 144 permits resales only under certain circumstances. Each KPI Shareholder understands that to the extent that Rule 144 is not
available, he/she/it will be unable to sell any CXN Shares without either registration under the Securities Act or the existence of another
exemption from such registration requirement. 


 






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Section 4.16 Receipt
of Information. Each KPI Shareholder has received all documents, records, books and other information pertaining to his/her/its investment
in CXN that has been requested by him/her/it.


 


Section
4.17 Information Available. Each KPI Shareholder acknowledges he/she/it has availed himself/herself/itself of full access to
CXN’s public reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the website
maintained by the SEC at http://www.sec.gov.


 


Section
4.18 No Reliance.  Other than as set forth herein, the KPI Shareholder is not relying upon any other information,
representation or warranty by CXN or any officer, director, stockholder, agent or representative of CXN in determining to invest in CXN
Shares.  Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as
to the financial, tax, legal and related matters concerning an investment in CXN Shares and on that basis believes that the investment
in CXN Shares is suitable and appropriate for him/her/it.


 


Section 4.19 No Governmental
Review.  Each KPI Shareholder is aware that no federal or state agency has (i) made any finding or determination as to the
fairness of this investment, (ii) made any recommendation or endorsement of CXN Shares or CXN, or (iii) guaranteed or insured any investment
in CXN Shares or any investment made by CXN.


 


Section 4.20 Potential
Loss of Investment.  Each KPI Shareholder understands that an investment in CXN Shares is a speculative investment which
involves a high degree of risk and the potential loss of his/her/its entire investment. Each KPI Shareholder has considered carefully
and understands the risks associated with an investment in CXN Shares as set forth in CXN’s SEC Filings.


 


Section 4.21 Financial
Statements.


 


On or before the Closing Date, CXN shall have
been furnished with the following financial statements (“Financial Statements”):


 


Consolidated Balance Sheet as of September
30, 2020 and Unaudited Interim Condensed Consolidated Balance Sheet as of March 31, 2021


 


Consolidated Statement of Operations
and Comprehensive Loss from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Operations
and Comprehensive Loss for the Six Months Ended March 31, 2021


 


Consolidated Statement of Changes in
Stockholders’ Equity from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Changes
in Stockholders’ Equity for the Six Months Ended March 31, 2021


 


Consolidated Statement of Cash Flows
from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Cash Flows for the Six Months Ended
March 31, 2021


 


Unaudited Pro Forma Condensed Combined
Financial Data


 


Unaudited Pro Forma Condensed Balance
Sheet as of March 30, 2021 and September 30, 2020


 


Unaudited Pro Forma Condensed Statements
of Operations for the Six Months Ended March 31, 2021 and from Inception through September 30, 2020


 


(b) Each set of Financial
Statements (including, in each case, any related notes thereto) was prepared in accordance with US GAAP (“GAAP”), applied
on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all
material respects the financial position of KPI and its consolidated subsidiaries at the respective dates thereof and the results of its
operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal
adjustments which were not or are not expected to have a Material Adverse Effect.


 


(c) As of the date of all
balance sheets included in each set of financial statements, except as and to the extent reflected or reserved against therein, KPI had
no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in
accordance with GAAP, and all assets reflected therein are properly reported and present fairly in all material respects the value of
the assets of KPI, in accordance with GAAP.  All statements of operations, stockholders’ equity and cash flows included
in the KPI financial statements reflect fairly in all material respects the information required to be set forth therein by GAAP.


 


Section 4.22 Survival.
Each of the representations and warranties set forth in this Article IV shall be deemed represented and made by KPI and each KPI Shareholder
at the Closing as if made at such time.


 






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ARTICLE V

COVENANTS 


 


Section 5.01 Certain
Changes and Conduct of Business.


 


 a. From and after the
date of this Agreement and until the Closing Date, CXN and KPI shall conduct their businesses solely in the ordinary course consistent
with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior
written consent of the other party, neither CXN nor KPI will, except as required or permitted pursuant to the terms hereof:


 


	 	i.	make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;


 



 


	 	ii.	make any change in its Articles of Association or Memorandum of Association, issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;


 


	 	iii.	 A.	incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or
	 	 	 	 
	 	 	B.	issue any securities convertible or exchangeable for debt or equity securities;


 


	 	iv.	
    make any sale, assignment, transfer, abandonment
or other conveyance of any of its assets or any part thereof, except pursuant to transactions in the ordinary course of business consistent
with past practice; 

	 	 	 
	 	v.	subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the ordinary course of business consistent with past practices by operation of law which will not have a material adverse effect on its business;


 


	 	vi.	acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practices;


 


	 	vii.	enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices;


 


	 	viii.	make or commit to make any material capital expenditures;


 






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	 	ix.	pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its affiliates;


 


	 	x.	guarantee any indebtedness for borrowed money or any other obligation of any other person;


 


	 	xi.	fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof;


 


	 	xii.	take any other action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct in all material respects;


 


	 	xiii.	make any material loan, advance or capital contribution to or investment in any person;


 


	 	xiv.	make any material change in any method of accounting or accounting principle, method, estimate or practice;


 


	 	xv.	settle, release or forgive any claim or litigation or waive any right; or


 


	 	xvi.	commit itself to do any of the foregoing.


 


Section 5.02 Access
to Properties and Records. KPI shall afford to CXN’s accountants, counsel and authorized representatives, and CXN shall afford
to KPI’s accountants, counsel and authorized representatives full access during normal business hours throughout the period prior
to the Closing Date (or the earlier termination of this Agreement) to all of such party’s properties, books, contracts, commitments
and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party’s
business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information
pursuant to this Section 5.02 shall affect any representation or warranty of or the conditions to the obligations of any party.


 


Section 5.03 Negotiations.
From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its
officers or directors (subject to such director’s fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly
or indirectly, encourage, solicit, engage in discussions or negotiations with or provide any information to, any person, firm or other
entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction
involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction
which they may receive or of which they may become aware.


 






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Section 5.04 Consents
and Approvals. The parties shall:


 


	 	i.	use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with the execution, delivery and performance by them of this Agreement; and


 


	 	ii.	diligently assist and cooperate with each other party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained connection in with such transactions.


 


Section 5.05 Public
Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press
release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any
such public statement prior to such consultation.


 


Section 5.06 Stock
Issuance. From and after the date of this Agreement until the Closing Date, neither CXN nor KPI shall issue any additional shares
of its capital stock.


 


ARTICLE VI


CONDITIONS TO OBLIGATIONS OF CXN


 


The obligations of CXN to
consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following
conditions, any one or more of which may be waived by CXN in its sole discretion:


 


Section 6.01 Representations
and Warranties of KPI and the KPI Shareholders. All representations and warranties made by KPI and the KPI Shareholders in this Agreement
shall be true and correct on and as of the Closing Date as if again made by them as of such date.


 


Section 6.02 Agreements
and Covenants. KPI and the KPI Shareholders shall have performed and complied in all material respects to all agreements and covenants
required by this Agreement to be performed or complied with by it on or prior to the Closing Date.


 


Section 6.03 Consents
and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and
of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall
be in full force and effect on the Closing Date.


 






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Section 6.04 No
Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority,
domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental
or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated
hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of
KPI shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall
have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person
or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the
validity or enforceability of this Agreement.


 


Section 6.05 Due Diligence
Review. CXN shall have completed its due diligence review of KPI and shall be reasonably satisfied with the results of such review.


 


Section 6.06 Completion
of Audits. Audits of KPI and the subsidiaries for the periods required for the filing of the Form 8-K shall have been completed.


 


ARTICLE VII


CONDITIONS TO OBLIGATIONS OF KPI


AND THE KPI SHAREHOLDERS 


 


The obligations of KPI and
the KPI Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing
Date, of the following conditions, any one or more of which may be waived by KPI in its sole discretion:


 


Section 7.01 Representations
and Warranties of CXN. All representations and warranties made by CXN in this Agreement shall be true and correct on and as of the
Closing Date as if again made by CXN as of such date.


 


Section 7.02 Agreements
and Covenants. CXN shall have performed and complied in all material respects to all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Closing Date.


 


Section 7.03 Consents
and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and
of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall
be in full force and effect on the Closing Date.


 


Section 7.04 No
Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority,
domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental
or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated
hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of
CXN shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall
have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person,
or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the
validity or enforceability of this Agreement.


 


Section 7.05 Resignation
of Sole Officer and Director. The sole officer and director of CXN shall have submitted his resignation as an officer and as a director
of CXN, effective immediately after the Closing. It is understood that the vacancy on the Board of Directors created by said resignation
shall be filled by the person or persons nominated by the KPI Shareholders.


 






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Section 7.06 Cancellation
of Shares of Common Stock. Mr. Wenhai Xia shall have entered into the Share Cancellation Agreement attached hereto as Exhibit 1, so that
those shares are returned to the status of authorized, and unissued shares that can be issued to the KPI Shareholders in connection with
the Closing of this transaction.


 


ARTICLE VIII 


TERMINATION AND ABANDONMENT


 


Section 8.01 Methods
of Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the
Closing:


 


By the mutual written consent of CXN, KPI and
each of the KPI Shareholders.


 


b. By
the KPI Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of CXN set forth in this
Agreement;


 


c. By
CXN upon a material breach of any representation, warranty, covenant or agreement on the part of KPI or any of the KPI Shareholders set
forth in this Agreement;


 


d. By
any of KPI, all of the KPI Shareholders or CXN, if the Closing shall not have been consummated before sixty (60) days after the date hereof.


 


e. By
any of KPI, all of the KPI Shareholders or CXN if a court of competent jurisdiction or governmental, regulatory or administrative agency
or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto
shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this
Agreement.


 


Section 8.02 Procedure
Upon Termination. In the event of termination and abandonment of this Agreement by any party pursuant to Section 8.01, written notice
thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall
be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability
or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this
Article VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.


 


ARTICLE IX

MISCELLANEOUS


 


Section 9.01 Governing
Law. This Agreement shall be governed by and construed in all respects by the internal laws of Nevada (except for the proper application
of the United States federal securities laws), without giving effect to any choice of law or conflict of law provision or rule (whether
of the British Virgin Islands, the Hong Kong Special Administrative Region, the Peoples Republic of China or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than Nevada.


 






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Section 9.02 Notices,
Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by email or facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on file by the
sending party); (iii) ten business days after deposit with the Post Office in Nevada, the British Virgin Islands, Hong Kong or the
PRC, as applicable, when sent by registered or certified mail; or (iv) one business day after deposit with a recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses, email addresses and facsimile numbers
for such communications shall be:


 


If to CXN:


 


CX NETWORK Group, Inc.


Room 1205, 1A Building, Shenzhen Software Industry Base,


Xuefu Rd, Nanshan District, Shenzhen, PRC


Attention: Wenhai Xia


Email: 631615221@qq.com


 


With a copy to:


 


Schlueter &
Associates, P.C.


5290 DTC Parkway,
Suite 150


Greenwood Village,
Colorado 80111


Attention: Henry
F. Schlueter, Esq.


Email:
hfs@schlueterintl.com


Facsimile: +1-303-648-5663


 


If to KPI: 


 


Unit 2702, Building T1, The Han’s Plaza,


No. 2 Ronghua South Road,


Beijing Economic and Technological Zone,


Beijing, PRC


Attention: Chengyuan Li


Email: 309949193@qq.com


 


If to Kunpeng Tech Limited:  


 


Unit 2702, Building T1, The Han’s Plaza,


No. 2 Ronghua South Road,


Beijing Economic and Technological Zone,


Beijing, PRC


Attention: Zhizhong Wang


Email: 529650662@qq.com


 






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If to Kunpeng TJ Limited:  


 


Unit 2702, Building T1, The Han’s Plaza,


No. 2 Ronghua South Road,


Beijing Economic and Technological Zone,


Beijing, PRC


Attention: Chengyuan Li


Email: 309949193@qq.com


 


Ms. Pui Chun Wong: 


 


FLT B8 28/F CAUSEWAY CTR


28 HARBOUR RD WAN CHAI


HONG KONG, PRC


Email: matpcw@yahoo.com.hk


 


Mr. Sheng Liao:


 


1028 BLUEBONNET DR


SUNNYVALE CA 94086-6758


Email: liaosheng@hotmail.com


 


Mr. Wenqiang Wang:


 


FLT A 6/F ST FRANCIS MANSION


4-6 ST FRANCIS ST


WANCHAI, HONG KONG, PRC


Email: wangwenqiang@gmail.com


 


With a copy to:


 


Schlueter &
Associates, P.C.


5290 DTC Parkway,
Suite 150


Greenwood Village,
Colorado 80111


Attention: Henry
F. Schlueter, Esq.


Email:
hfs@schlueterintl.com


Facsimile: +1-303-648-5663


 


Section 9.03 Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all
of the parties hereto. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional
or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


Section 9.04 Expenses.
Each party shall be responsible for their own costs and expenses.


 






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Section 9.05 Section
and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.


 


Section 9.06 Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


Section 9.07 Severability.
If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable,
such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement
shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as
so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid,
legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential
consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be
modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.


 


Section 9.08 Telecopy
Execution and Delivery. A facsimile, telecopy, email or other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile transmission, by e-mail delivery
of a “.pdf” format data file or similar electronic transmission device pursuant to which the signature of or on behalf of
such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.


 


Section 9.09 Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof.
All proposals, negotiations and representations (if any) made prior, and with reference to the subject matter of this Agreement, are merged
herein. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with
its terms and without any strict construction in favor of or against any party. Neither CXN nor KPI nor any KPI Shareholder shall be bound
by any oral agreement or representation, irrespective of when made.


 


Section 9.10 Survival
of Representations, Warranties and Covenants. All of the representations and warranties made herein shall survive the execution and
delivery of this Agreement, any investigation by or on behalf of KPI or any KPI Shareholder or acceptance of CXN Shares and payment therefor
and shall survive until such time as CXN Shares have been sold or redeemed in full in cash. All covenants and indemnities made herein
shall survive in perpetuity, unless otherwise provided in this Agreement.


 


Section 9.11 Remedies
Cumulative. No failure or delay on the part of CXN, KPI or any KPI Shareholder in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to CXN, KPI or any KPI Shareholder at law, in equity or otherwise.


 






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Section 9.12 Further
Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining
any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority)
as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.


 


Section 9.13 Disputes.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation,
performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement
shall be referred to and finally resolved by arbitration administered by the Beijing Arbitration Commission (“BAC”) under
the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the BAK Procedures for Administration
of International Arbitration. The BAC shall administer any arbitration, which shall also be the appointing authority. The place of arbitration
shall be in Beijing at the BAC, and the law of this arbitration clause shall be the law of the Peoples Republic of China. All matters
relating to the Agreement shall be determined under Nevada law as provided above in Section 9.01. The number of arbitrators shall be one,
and the arbitration proceedings shall be conducted in the English language. The parties to this Agreement expressly agree that the arbitrator
shall award costs and attorneys’ fees in connection with any such arbitration proceeding in accordance with the provisions of the
UNCITRAL Arbitration Rules or as the arbitrator shall determine in his or her sole and absolute discretion.


 


Section 9.14 Disclosure
and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Schlueter & Associates, P.C., the attorneys
that prepared this Agreement (the “Attorney”), have acted as legal counsel to KPI and the KPI Shareholders, (ii) CXN acknowledges
it has been advised by the Attorney that CXN should have its own legal counsel to advise it with respect to this Agreement and the transactions
that are contemplated by this Agreement, (iii) CXN has decided even after being advised by the Attorney that it should each have its own
separate legal counsel to not seek its own separate legal counsel, and (iv) CXN understands that the Attorney is not representing CXN.


 


Section 9.15 Public
Announcements. CXN shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue
a press release disclosing the transactions contemplated hereby. CXN shall also file with the SEC a Form 8-K describing the material terms
of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business
days following the Closing Date. Prior to the Closing Date, CXN, KPI and the KPI Shareholders shall consult with each other in issuing
the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other communications
with the SEC or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and no
party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior
written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall
be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice
of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public
statement, filing or other communication the reasonable comments of the other party.


 




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IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the day and year first above written. 


 


	CX NETWORK GROUP, INC.	 
	 	 
	By:  	/s/ Wenhai Xia	 
	 	Wenhai Xia, President	 
	 	 
	KUN PENG INTERNATIONAL HOLDINGS LIMITED 	 
	 	 
	By: 	/s/ Chengyuan Li	 
	 	Chengyuan Li, Director	 
	 	 
		 
	 	 
	KUN PENG INTERNATIONAL HOLDINGS LIMITED SHAREHOLDERS: 	 
	 	 
	KUNPENG TECH LIMITED	 
	 	 
	By: 	/s/ Zhizong Wang	 
	 	Zhizhong Wang, Director	 
	 	 
	KUNPENG TJ LIMITED	 
	 	 
	By: 	/s/ Chengyuan Li	 
	 	Chengyuan Li, Director 	 
	 	 
	PUI CHUN WONG	 
	 	 
	/s/ Pui Chun Wong	 
	 	 



 



     


     


    

 


	SHENG LIAO	 
	 	 
	/s/ Sheng Liao	 
	 	 
	WENQIANG WANG	 
	 	 
	/s/ Wenqiang Wang