EXHIBIT 4.27


 


EXECUTION VERSION


 


SHARE PURCHASE AGREEMENT


 


among


 


KAIXIN AUTO HOLDINGS,


 


YUNFEIYANG LIMITED,


 


QIANGQIANG LIMITED,


 


AADD LIMITED,


 


HJDXL LIMITED,


 


DINGQIN LIMITED,


 


WIRELESSROCK INC.,


 


RIGHT ADVANCE MANAGEMENT LIMITED,


 


and


 


FIT RUN LIMITED


 


Dated as of December 31, 2020


 



     


     


    




 


Table of Contents


  


	 	 	Page
	 	 	 
	Article I THE ACQUISITION	1
	 	 	 
	Section 1.01	The Acquisition	1
	 	 	 
	Article II Closing	 	2
	 	 	 
	Section 2.01	Closing.	2
	Section 2.02	Certain Adjustments	2
	 	 	 
	Article III
    REPRESENTATIONS AND WARRANTIES OF THE SELLERS	2
	 	 	 
	Section 3.01	Organization, Good Standing and Qualification.	2
	Section 3.02	Memorandum and Articles of Association	3
	Section 3.03	Capitalization.	3
	Section 3.04	Authority Relative to This Agreement; Fairness	4
	Section 3.05	No Conflict; Required Filings and Consents.	4
	Section 3.06	Permits; Compliance with Laws.	5
	Section 3.07	Financial Statements.	6
	Section 3.08	Absence of Certain Changes or Events	6
	Section 3.09	Absence of Litigation	6
	Section 3.10	Employee Benefit Plans.	6
	Section 3.11	Labor and Employment Matters.	7
	Section 3.12	Real Property; Title to Assets.	8
	Section 3.13	Intellectual Property	8
	Section 3.14	Taxes.	9
	Section 3.15	No Secured Creditors	10
	Section 3.16	Company Material Contracts	10
	Section 3.17	Environmental Matters	10
	Section 3.18	Insurance	11
	Section 3.19	Anti-Takeover Provisions	11
	Section 3.20	Brokers	11
	Section 3.21	Solvency	11
	Section 3.22	Independent Investigation	11
	Section 3.23	Non-Reliance on Purchaser Estimates	11
	Section 3.24	No Other Representations or Warranties	12
	Section 3.25	Full Disclosure	12
	 	 	 
	Article IV
    REPRESENTATIONS AND WARRANTIES OF the purchaser	12
	 	 	 
	Section 4.01	Corporate Organization	12
	Section 4.02	Memorandum and Articles of Association	12
	Section 4.03	Capitalization.	13


 






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Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 4.04	Authority Relative to
    Transaction Documents; Fairness	14
	Section 4.05	No Conflict; Required Filings and Consents.	14
	Section 4.06	Permits; Compliance with Laws.	15
	Section 4.07	SEC Filings; Financial Statements.	16
	Section 4.08	Absence of Certain Changes or Events	16
	Section 4.09	Absence of Litigation	17
	Section 4.10	Employee Benefit Plans.	17
	Section 4.11	Labor and Employment Matters.	17
	Section 4.12	Real Property; Title to Assets.	18
	Section 4.13	Intellectual Property	19
	Section 4.14	Taxes.	20
	Section 4.15	No Secured Creditors	21
	Section 4.16	Purchaser Material Contracts	21
	Section 4.17	Environmental Matters	21
	Section 4.18	Insurance	21
	Section 4.19	Brokers	21
	Section 4.20	Solvency	21
	Section 4.21	Independent Investigation	21
	Section 4.22	Non-Reliance on Company Estimates	22
	Section 4.23	No Additional Representations	22
	 	 	 
	Article V
    CONDUCT OF BUSINESS PENDING THE ACQUISITION	22
	 	 	 
	Section 5.01	Conduct of Business by the Company Pending
    the Acquisition	22
	Section 5.02	Conduct of Business by the Purchaser Pending
    the Acquisition	24
	Section 5.03	No Control of Other Party’s Business	27
	Section 5.04	Additional Interim Covenants	27
	 	 	 
	Article VI
    ADDITIONAL AGREEMENTS	27
	 	 	 
	Section 6.01	Access to Information.	27
	Section 6.02	Confidentiality	28
	Section 6.03	No Solicitation of Transactions.	28
	Section 6.04	Notification of Certain Matters	29
	Section 6.05	Further Action; Reasonable Best Efforts.	29
	Section 6.06	Public Announcements	30
	Section 6.07	Takeover Statutes	30
	Section 6.08	Minimum Assets and No Liabilities	30
	Section 6.09	Directors and Officers of the Purchaser After
    Closing	30


 






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Table of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 6.10	Purchaser’s Pre-Acquisition
    Assets	30
	Section 6.11	Reserved Matters	31
	Section 6.12	Voting Agreement	31
	 	 	 
	Article VII
    CONDITIONS TO THE ACQUISITION	31
	 	 	 
	Section 7.01	Conditions to the Obligations of Each Party	31
	Section 7.02	Conditions to the Obligations of the Purchaser	31
	Section 7.03	Conditions to the Obligations of the Sellers	32
	Section 7.04	Frustration of Closing Conditions	33
	 	 	 
	Article VIII
    TERMINATION	33
	 	 	 
	Section 8.01	Termination by Mutual Consent	33
	Section 8.02	Termination by Either the Sellers or the
    Purchaser	33
	Section 8.03	Termination by the Sellers	33
	Section 8.04	Termination by the Purchaser	33
	Section 8.05	Effect of Termination	34
	Section 8.06	Indemnification	34
	Section 8.07	Third Party Claim Procedures	34
	Section 8.08	Direct Claim Procedures	34
	 	 	 
	Article IX
    GENERAL PROVISIONS	35
	 	 	 
	Section 9.01	Non-Survival of Representations, Warranties
    and Agreements	35
	Section 9.02	Notices	35
	Section 9.03	Certain Definitions.	35
	Section 9.04	Severability	42
	Section 9.05	Interpretation	42
	Section 9.06	Entire Agreement; Assignment	42
	Section 9.07	Parties in Interest	43
	Section 9.08	Specific Performance.	43
	Section 9.09	Governing Law; Dispute Resolution.	43
	Section 9.10	Waiver of Jury Trial	44
	Section 9.11	Amendment	44
	Section 9.12	Further Assurances	44
	Section 9.13	Waiver	44
	Section 9.14	Expenses	44
	Section 9.15	Counterparts	44


 






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Share
Purchase Agreement, dated as of December 31, 2020 (this “Agreement”), among


 


		1.	Kaixin
                                         Auto Holdings, an exempted company with limited liability incorporated under
                                         the Laws of the Cayman Islands (the “Purchaser”);



 


		2.	Yunfeiyang
                                         Limited, a company with limited liability organized under the Laws of the
                                         British Virgin Islands;



 


		3.	Aadd
                                         Limited, a company with limited liability organized under the Laws of the
                                         British Virgin Islands;



 


		4.	Qiangqiang
                                         Limited, a company with limited liability organized under the Laws of the
                                         British Virgin Islands;



 


		5.	Hjdxl
                                         Limited, a company with limited liability organized under the Laws of the
                                         British Virgin Islands;



 


		6.	Wirelessrock
                                         Inc., a company with limited liability organized under the Laws of the British
                                         Virgin Islands;



 


		7.	RIGHT
                                         ADVANCE MANAGEMENT LIMITED, a company with limited liability organized under
                                         the Laws of the British Virgin Islands;



 


		8.	DingQin
                                         Limited, a company with limited liability organized under the Laws of the
                                         British Virgin Islands; and



 


		9.	FIT
                                         RUN LIMITED, a company with limited liability organized under the Laws of
                                         the British Virgin Islands (together with, Yunfeiyang Limited, Aadd Limited, Qiangqiang
                                         Limited, Hjdxl Limited, Wirelessrock Inc., RIGHT ADVANCE MANAGEMENT LIMITED and DingQin
                                         Limited, the “Sellers,” and each, a “Seller”).



 


The Purchaser and
the Sellers are referred to hereinafter collectively as the “Parties” and each a “Party.”


 


Whereas,
the Sellers collectively own 100% of the issued and outstanding share capital of Haitaoche
Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”);


 


Whereas,
the Purchaser intends to purchase, and the Sellers intend to sell, 100% of the issued and outstanding share capital of the Company
(the “Acquisition”);


 


Now,
Therefore, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the Parties hereby agree as follows:


 


Article I


 


THE
ACQUISITION


 


Section 1.01     The
Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 2.01),
each of the Sellers, severally but not jointly, shall sell, convey, transfer and deliver to the Purchaser, and the Purchaser shall
purchase, acquire and accept from such Seller, all of the right, title and interest in and to such number of Company Shares as
set out opposite such Seller’s name on Schedule I hereto (the “Sale Shares”), free and clear of
all Liens, other than those arising under applicable securities Laws, contained in the Company’s memorandum and articles
of association or resulting from the actions of the Purchaser or its Affiliates (the “Acquisition”).
As consideration for the Acquisition, the Purchase shall issue to each of the Sellers such number of Purchaser Shares as set out
opposite such Seller’s name on Schedule I hereto (the “Consideration Shares”), free and clear
of all Liens, other than those arising under applicable securities Laws, contained in the Purchaser’s memorandum and articles
of association or resulting from the actions of such Seller or its Affiliates.


 






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Article II


 


Closing


 


Section 2.01     Closing.


 


(a)           Unless
otherwise agreed in writing between the Purchaser and the Sellers, the closing for the Acquisition (the “Closing”)
shall take place at 10:00 a.m. (Beijing time) at the offices of Cooley HK at 3501, 35/F Two Exchange Square, 8 Connaught
Place, Central, Hong Kong, as soon as practicable after the signing of this Agreement, but in any event no later than the third
(3rd) Business Day following the day on which the last to be satisfied or, if permissible, waived of the conditions set forth
in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction
or, if permissible, waiver of those conditions) shall be satisfied or, if permissible, waived in accordance with this Agreement
(such date being the “Closing Date”).


 


(b)           At
the Closing:


 


(i)            the
Purchaser shall deliver to the Sellers certificates representing the applicable Consideration Shares;


 


(ii)           each
Seller shall deliver to the Purchaser the applicable Sale Shares;


 


(iii)         the
Purchaser and each Seller, as applicable, shall deliver or cause to be delivered to each other instruments of transfer as reasonably
required to transfer the Sale Shares and the Consideration Shares in compliance with the Purchaser’s memorandum and articles
of association or the Company’s memorandum and articles of association, as applicable;


 


(c)           the
Purchaser and the Sellers agree that all of the actions and deliveries set out in this Section 2.01 made or performed at
the Closing shall be deemed to have been made or performed simultaneously and that each such action and delivery shall require
all other actions and deliveries to be completed in order to constitute Closing.


 


Section 2.02     Certain
Adjustments. Notwithstanding anything in this Agreement to the contrary, if, after the date hereof and prior to the Closing,
the number of outstanding Purchaser Shares as of the date hereof shall have been or will be changed into a different number of
shares or a different class or security by reason of any reclassification, stock split (including a reverse stock split), stock
dividend or distribution, recapitalization, consolidation, split-up, combination, sub-division, exchange, readjustment or otherwise,
then the terms of this Agreement shall be appropriately adjusted to provide each of the Purchaser and the Sellers the same economic
effect as contemplated by this Agreement. Nothing in this Section 2.02 shall be construed to permit any party hereto to take
any action that is otherwise prohibited or restricted by any other provision of this Agreement.


 


Article III


 


REPRESENTATIONS
AND WARRANTIES OF THE SELLERS


 


The Sellers hereby,
jointly and severally, represent and warrant to the Purchaser as of the Closing Date that:


 






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Section 3.01     Organization,
Good Standing and Qualification.


 


(a)           Each
Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has
all requisite power and authority to carry on its business as presently conducted.


 


(b)           The
Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands. Each
of the Company’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to the
extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization
or formation, and each Group Company has the requisite corporate or similar power and authority and all necessary governmental
approvals to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted.
Each Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction
recognizes such concept of good standing), in each jurisdiction where the character of the properties and assets owned, leased,
operated or used by it or the nature of its business makes such qualification or licensing necessary.


 


(c)            Other
than the Group Companies, there are no other corporations, associations, or other persons that are legal entities that are material
to the business of the Group Companies, taken as a whole, through which the Group Companies conduct business and in which any
Group Company owns, of record or beneficially, any direct or indirect equity or other interest or right (contingent or otherwise)
to acquire the same, and none of the Group Companies is a participant in (nor is any part of their businesses conducted through)
any joint venture, partnership or similar arrangement that is material to the business of the Group Companies, taken as a whole.


 


Section 3.02     Memorandum
and Articles of Association. The Sellers have heretofore furnished or otherwise made available to the Purchaser a complete
and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date,
of the Company and each Subsidiary. Such memorandum and articles of association or equivalent organizational documents are in
full force and effect as of the date hereof. Neither the Company nor any Subsidiary is in violation of any of the provisions of
its memorandum and articles of association or equivalent organizational documents in any material respect.


 


Section 3.03     Capitalization.


 


(a)           The
authorized share capital of the Company is US$50,000 divided into (A) 46,979,266 ordinary shares of par value US$0.001 each
(the “Company Ordinary Shares” and each a “Company Ordinary Share”), (B) 2,000,000
Series A preferred shares of par value US$0.001 each (the “Company Series A Preferred Shares”),
and (C) 1,020,734 Series A-1 preferred shares of par value US$0.001 each (the “Company Series A-1 Preferred
Shares,” and together with the Company Series A Preferred Shares, collectively the “Company Preferred
Shares” and each a “Company Preferred Share”). As of the date hereof, (i) 8,000,000
Company Ordinary Shares were issued and outstanding, all of which have been duly authorized, validly issued, fully paid and non-assessable,
(ii) 2,000,000 Company Series A Preferred Shares were issued and outstanding, all of which have been duly authorized,
validly issued, fully paid and non-assessable, and (iii) 1,020,734 Company Series A-1 Preferred Shares were issued and
outstanding, all of which have been duly authorized, validly issued, fully paid and non-assessable.


 


(b)           There
are no options, warrants, preemptive rights, conversion rights, redemption rights, share appreciation rights, repurchase rights,
convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character issued
by the Company relating to the issued or unissued share capital of the Company or obligating the Company to issue, transfer or
sell or cause to be issued, transferred or sold any Equity Securities of the Company or any securities or obligations convertible
or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company
and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as otherwise provided in
this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any
Equity Securities of the Company. The Company has not issued and does not have outstanding any bonds, debentures, notes or other
obligations that provide the holders thereof with the right to vote (or are convertible into or exchangeable or exercisable for
securities having the right to vote) on any matter on which the shareholders of the Company may vote.


 






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(c)           The
Sellers have furnished or otherwise made available to the Purchaser prior to the date of this Agreement a true and correct capitalization
table that sets forth the following information with respect to the Company’s Equity Securities (including all the Company
Ordinary Shares Equivalents) outstanding as of the date hereof: the numbers, percentages, holders, issue prices, conversion prices
and applicable Preferred Shares Conversion Ratios of the Equity Securities of the Company. All of the Company Preferred Shares
are not subject to any outstanding adjustment to the conversion price or the applicable Preferred Shares Conversion Ratios set
forth in the foregoing capitalization table provided by the Company, or the holder’s outstanding rights (which are not waived)
to request any of such adjustment.


 


(d)           Except
for preemptive rights as may be applicable to shares of the Company’s Subsidiaries incorporated in the PRC pursuant to applicable
PRC Law, there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements
or commitments of any character issued by any Group Company relating to the issued or unissued share capital of any Subsidiary
or obligating any Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock
or other securities of any Subsidiary or any securities or obligations convertible or exchangeable into or exercisable for, or
giving any person a right to subscribe for or acquire, any securities of any Subsidiary and no securities or obligations evidencing
such rights are authorized, issued or outstanding. The outstanding share capital or registered capital, as the case may be, of
each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, and the portion of
the outstanding share capital or registered capital, as the case may be, of each of the Company’s Subsidiaries that is owned
by any Group Company is owned by such Group Company free and clear of all Liens (other than Permitted Liens). Subject to limitations
imposed by applicable Law and the applicable constitutional documents, such Group Company has the unrestricted right to vote and
to receive dividends and distributions on all such equity securities held by the relevant Group Company in such Subsidiary. Except
as otherwise provided in this Agreement, there are no outstanding contractual obligations of any Group Company to repurchase,
redeem or otherwise acquire any Equity Securities of any Group Company.


 


Section 3.04     Authority
Relative to This Agreement; Fairness. Each Seller has the requisite corporate power and authority to execute and deliver this
Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby, including the Acquisition (the “Transactions”).
The execution, delivery and performance by each Seller of the Transaction Documents and the consummation by such Seller of the
Transactions have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly
and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating
to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”).


 


Section 3.05     No
Conflict; Required Filings and Consents.


 


(a)           The
execution and delivery of the Transaction Documents by each Seller do not, and the performance of the Transaction Documents by
such Seller and the consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of
association or equivalent organizational documents of such Seller, (ii) conflict with or violate any statute, law, ordinance,
regulation, rule, code, executive order, injunction, judgment, decree or other order (the “Laws”) applicable
to such Seller or by which any property or asset of such Seller is bound or affected, or (iii) violate, conflict with, require
consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice
or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any property or asset of such Seller pursuant to, any Contract to which
such Seller is a party or by which its properties or assets are bound, except, with respect to clauses (ii) and (iii), for
any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, reasonably
be expected to prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the
consummation of the Acquisition or other Transactions.


 






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(b)           The
execution and delivery of the Transaction Documents by each Seller do not, and the performance of the Transaction Documents by
such Seller and the consummation by such Seller of the Transactions will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any nation or government, any agency, public or regulatory authority, instrumentality,
department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof,
in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or
municipal (each, a “Governmental Authority”), except any such consent, approval, authorization, permit,
action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably
be expected to prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the
consummation of the Acquisition or other Transactions.


 


Section 3.06     Permits;
Compliance with Laws.


 


(a)           Each
Group Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions,
consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its
properties and assets or to carry on its business as it is now being conducted (the “Material Company Permits”).
As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of
the Sellers, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance,
in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all
approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic
of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to
be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations
as it is now being conducted, including, but not limited to, if so material, the approvals of and registrations with the State
Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State
Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective
local counterparts, have been duly completed in accordance with applicable PRC Laws.


 


(b)           Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Group Company
is in default, breach or violation of any Law applicable to it (including (i) any Laws applicable to its business, and (ii) any
Laws related to the protection of personal data) or by which any of its properties or assets are bound. No Group Company has received
any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable
Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except
for such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.


 


(c)           No
Group Company or, to the knowledge of the Sellers, any agent, director, officer, employee or other person acting on behalf of
any Group Company, has, in the course of its actions for, or on behalf of, a Group Company (i) made or given any bribe, rebate,
payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption Law or (ii) made
an offer to pay, a promise to pay or a payment or transfer of money or anything else of value, or an authorization of such offer,
promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) influencing any act
or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to
do any act in violation of his lawful duties, (C) securing any improper advantage or (D) inducing such Government Official
to influence any act or decision of any Governmental Authority.


 






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(d)           The
Company has complied in all material respects with the reporting and/or registration requirements of SAFE Circular 37, SAFE Circular
75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and
Regulations”). As of the date hereof, the Company has not received any written inquiries, notifications, orders
or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged
material non-compliance with the SAFE Rules and Regulations by such holders or beneficial owners.


 


Section 3.07     Financial
Statements.


 


(a)           Each
of the consolidated financial statements (including, in each case, any notes thereto) of the Company was prepared in accordance
with the United States generally accepted accounting principles (as amended from time to time, “GAAP”)
applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly
presents, in all material respects, the consolidated financial position, results of operations, changes in shareholders’
equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated
therein, in each case in accordance with GAAP except as may be noted therein.


 


(b)           Except
as and to the extent set forth on the Company’s audited, consolidated financial statements for the financial year ended
December 31, 2019 and the Company’s reviewed, consodlidated financial statements for the six months ended June 30,
2020, no Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any other liability
or obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required in accordance with GAAP to
be disclosed or reflected on or reserved against the consolidated financial statements of the Company and its Subsidiaries, except
for liabilities or obligations (A) in the total amount of no more than US$1,000,000 and incurred in the ordinary course of
business consistent with past practice since December 31, 2019, or (B) incurred pursuant to this Agreement or in connection
with the Transactions.


 


Section 3.08     Absence
of Certain Changes or Events. Since December 31, 2019, except as expressly contemplated by this Agreement, each Group
Company has conducted business in all material respects in the ordinary course, and there has not been (a) any Company Material
Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property
or otherwise in respect of any Group Company’s Equity Securities, except for any dividend or distribution by a Group Company
to another Group Company; (c) any redemption, repurchase or other acquisition of any Equity Securities of any Group Company
by a Group Company; (d) any material change by the Company in its accounting principles, except as may be appropriate to
conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or
(e) any material Tax election made by the Company or any of its Subsidiaries or any settlement or compromise of any material
Tax liability by the Company or any of its Subsidiaries, other than in the ordinary course of business.


 


Section 3.09     Absence
of Litigation. There is no litigation, hearing, suit, claim, action, proceeding or investigation (an “Action”)
pending or, to the knowledge of the Sellers, threatened against any Group Company, or any share, security, equity interest, property
or asset of any Group Company, before any Governmental Authority which (i) has or would reasonably be expected to have a
Company Material Adverse Effect, or (ii) as of the date hereof, has enjoined, restrained, prevented or materially delayed,
or would reasonably be expected to enjoin, restrain, prevent or materially delay, the consummation of the Acquisition. No Group
Company, nor any property or asset of any Group Company is subject to any continuing order of, consent decree, settlement agreement
or other similar written agreement with, or, to the knowledge of the Sellers, continuing investigation by, any Governmental Authority,
or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.


 


Section 3.10     Employee
Benefit Plans.


 


(a)           The
Sellers have furnished or otherwise made available to the Purchaser prior to the date of this Agreement an accurate and complete
list of each material Company Employee Plan, other than any Company Employee Plan mandated by applicable Law to which the sole
liability of the Company and its Subsidiaries is to make contributions required by Law including plans or programs maintained
by a Governmental Authority requiring the payment of social insurance taxes or similar contributions by the Company or its Subsidiaries
to a fund of a Governmental Authority with respect to wages of an employee. With respect to each material Company Employee Plan,
the Sellers has made available to the Purchaser, to the extent applicable, (i) copies of each such Company Employee Plan
document, including all material amendments thereto, and all related trust documents, (ii) if such Company Employee Plan
is not in written form, a written description of such Company Employee Plan and any material written interpretations thereof that
have previously been provided or made available to employees, (iii) the most recently prepared actuarial report, and (iv) all
material correspondence to or from any Governmental Authority received in the last three (3) years with respect to any such
Company Employee Plan.


 






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(b)           Each
material Company Employee Plan has, in all material respects, been established, operated and maintained in compliance with its
terms and with applicable Law (including any special provisions relating to qualified plans where such Company Employee Plan was
intended so to qualify).


 


(c)           Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) all
contributions or other amounts payable by a Group Company with respect to each Company Employee Plan in respect of current or
prior plan years have been paid or accrued in accordance with generally accepted accounting principles, and (ii) there are
no claims (other than for benefits incurred in the ordinary course) or Actions pending, or, to the knowledge of the Sellers, threatened
against any Company Employee Plan or against the assets of any Company Employee Plan which could reasonably be expected to result
in any liability to the Company or any of its Subsidiaries.


 


(d)           Except
as expressly provided under this Agreement, neither the execution of this Agreement, shareholder approval of this Agreement, nor
the consummation of the Transactions alone (whether alone or in connection with any additional or subsequent events such as a
termination of employment), will (i) entitle any current or former director, employee or consultant of any Group Company
to material compensation in the form of a severance payment or similar payment, (ii) accelerate the time of payment or vesting
or result in any payment or funding of compensation or benefits under, increase the amount payable or result in any other obligation
pursuant to, any of the Company Employee Plans, or (iii) limit or restrict the right to merge, materially amend, terminate
or transfer the assets of any Company Employee Plan on or following the Closing, other than in the case of (i) and (ii),
continued coverage under applicable Company Employee Plans for a specified duration no longer than twelve months upon any resignation
or termination following the consummation of the Transaction.


 


Section 3.11     Labor
and Employment Matters.


 


(a)           Neither
the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, trade union, works council
or other labor union Contract applicable to persons employed by it, and, to the knowledge of the Sellers, there are no organizational
campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any employee
of any Group Company. There are no unfair labor practice complaints pending or, to the knowledge of the Sellers, threatened against
any Group Company before any Governmental Authority and, as of the date hereof, there is no organized strike, slowdown, work stoppage or
lockout, or similar activity currently occurring or, to the knowledge of the Sellers, threatened against or involving any Group
Company.


 


(b)           Each
Group Company (i) is in compliance with all applicable Laws relating to employment and employment practices, including those
related to wages, work hours, shifts, overtime, holidays and leave, collective bargaining terms and conditions of employment and
the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and (ii) is not
liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Except as would
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) there is no
claim with respect to payment of wages, salary or overtime pay that is now pending or, to the knowledge of the Sellers, threatened
before any Governmental Authority with respect to any persons currently or formerly employed by any Group Company, (B) there
is no charge or proceeding with respect to a violation of any occupational safety or health standards that is now pending or,
to the knowledge of the Sellers, threatened with respect to any Group Company and (C) there is no charge of discrimination
in employment or employment practices for any reason, including, age, gender, race, religion or other legally protected category,
that is now pending or, to the knowledge of the Sellers, threatened against any Group Company before any Governmental Authority
in any jurisdiction in which any Group Company has employed or currently employs any person.


 






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Section 3.12     Real
Property; Title to Assets.


 


(a)           Except
as would not be material to the Company and its Subsidiaries, taken as a whole, with respect to each Owned Real Property: (i) the
relevant Group Company has good and marketable title, validly granted land use rights or building ownership rights, as applicable,
to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (ii) no Group Company has leased or otherwise
granted to any person the right to use or occupy such Owned Real Property or any portion thereof, (iii) there are no outstanding
options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest
therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company
is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights
relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects
with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection
with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions
that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (1) the
relevant Group Company has duly complied in all respects with all of the terms and conditions of, and all of its obligations under,
the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it (including
the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the
Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning
or zoning Law, and (3) no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority
(including any penalty imposed due to idleness of land or failure to develop the land in accordance with the schedules provided
under relevant land grant contracts).


 


(b)           With
respect to the Lease for each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force
and effect, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the Sellers, there are no disputes with
respect to such Lease and (iii) neither any Group Company nor, to the knowledge of the Sellers, any other party to the Lease
is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice,
the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration
of rent under such Lease.


 


(c)           The
Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties
and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the business of
the Company and its Subsidiaries taken as a whole, in each case free and clear of all Liens, except Permitted Liens.


 


Section 3.13     Intellectual
Property.


 


(a)           The
Company and its Subsidiaries have valid and enforceable rights to use all Intellectual Property used in, or necessary to conduct,
the business of the Company or its Subsidiaries as it is currently conducted (the “Company Intellectual Property”),
free and clear of all Liens (other than Permitted Liens).


 


(b)           Since
January 1, 2018, neither the Company nor any of its Subsidiaries has received written notice of any Action, and, to the knowledge
of the Sellers, no Action is threatened, that the Company or any of its Subsidiaries, or the business or activities conducted
by them (including the commercialization and exploitation of its products and services), is infringing, misappropriating, or otherwise
violating or has infringed, misappropriated or otherwise violated any Intellectual Property right of any person, including any
demands or unsolicited offers to license any Intellectual Property. Neither the Company nor any of its Subsidiaries nor the business
or activities conducted by the Company or any of its Subsidiaries (including the commercialization and exploitation of their products
and services) infringes, misappropriates or otherwise violates or, since January 1, 2018, has infringed, misappropriated
or otherwise violated any Intellectual Property rights of any person. To the knowledge of the Sellers, no person is currently
infringing, misappropriating or otherwise violating or, since January 1, 2018, has infringed, misappropriated or otherwise
violated, any Intellectual Property owned by the Company or any of its Subsidiaries.


 






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(c)           There
are no pending or, to the knowledge of the Sellers, threatened Actions by any person challenging the validity or enforceability
of, or the use or ownership by the Company or any of its Subsidiaries of, any of the Intellectual Property owned by the Company
or its Subsidiaries.


 


(d)           All
current or former officers, employees, consultants or contractors of the Company and its Subsidiaries who have participated in
the creation or development of Intellectual Property in the course of their employment, engagement or contract with the Company
or any of its Subsidiaries have executed and delivered to the Company or such Subsidiary written agreements (i) providing
for the non-disclosure by such person of confidential information and (ii) providing for the assignment by such person to
the Company or such Subsidiary of any Intellectual Property developed or arising out of such person’s employment by, engagement
by or contract with the Company or such Subsidiary of the Company.


 


(e)           The
collection, use and dissemination of any and all data and information concerning individuals by each Group Company is and will
be, immediately following the Closing, in compliance in all respects with all applicable privacy policies, terms of use, other
data-related agreements and all applicable Laws.


 


(f)            The
Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect each item of Intellectual Property
that they own, including all trade secrets and other know-how or confidential or proprietary information (together, the “Trade
Secrets”) that are owned by any Group Company. To the knowledge of the Sellers, none of the Group Companies’
Trade Secrets have been disclosed to any Third Party except pursuant to valid and appropriate written non-disclosure agreements
or license agreements or pursuant to obligations to maintain confidentiality arising by operation of Law. Immediately subsequent
to the Closing, the Company Intellectual Property shall be owned by or available for use by the Company and its Subsidiaries on
terms and conditions identical to those under which the Company and its Subsidiaries owned or used the Company Intellectual Property
immediately prior to the Closing.


 


(g)           The
Company IT Assets are: (A) adequate and sufficient for the operation of the Company’s and its Subsidiaries’ business;
and (B) to the knowledge of the Sellers, are free from any defects, viruses, worms and other malware. The Company and its
Subsidiaries have implemented backup, security and disaster recovery measures and technology consistent with best industry practices
in the PRC. Since January 1, 2018, the Company IT Assets have not failed in any respect, and to the knowledge of Sellers,
(i) no person has gained unauthorized access to any Company IT Assets and (ii) the data that the Company IT Assets process
or produce with respect to the businesses of the Company and its Subsidiaries have not been corrupted or compromised in any respect.


 


(h)           None
of the Intellectual Property owned by any Group Company is subject to any Contract or other obligation as a result of any funding
or support from, or any arrangement with, any Governmental Authority.


 


(i)           No
Group Company is a party to or bound by any Contract that grants or purports to grant, as a result of the consummation of the
Transactions, a license or covenant not to sue under any Intellectual Property of the Purchaser or any of its Affiliates (other
than the Group Companies).


 






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Section 3.14     Taxes.


 


(a)           Each
Group Company has duly filed all material Tax returns and reports required to be filed by it and has paid and discharged all Taxes
required to be paid or discharged, other than such payments as are being contested in good faith by appropriate proceedings and
for which adequate reserves have been established on the Company’s financial statements in accordance with GAAP. All such
Tax returns are true, accurate and complete in all material respects. No Governmental Authority is asserting in writing or, to
the knowledge of the Sellers, threatening to assert against any Group Company any material deficiency or claim for any Taxes.
No Group Company has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment
of, any material Tax.


 


(b)           No
audit or other examination or administrative, judicial or other proceeding of, or with respect to, any material Tax return or
material Taxes of any Group Company is currently in progress, and no Group Company has been notified of any written request for,
or, to the knowledge of the Sellers, any threat of, such an audit or other examination or administrative, judicial or other proceeding.
No written claim has been made by any Governmental Authority in a jurisdiction where a Group Company does not file Tax returns
that such Group Company is or may be subject to taxation by such jurisdiction.


 


(c)           Neither
the Company nor any of its Subsidiaries incorporated outside the PRC takes the position for tax purposes that it is a “resident
enterprise” of the PRC or tax resident in any jurisdiction other than its jurisdiction of formation.


 


(d)           Each
Group Company has, in accordance with applicable Law, duly registered with the relevant Governmental Authority, obtained and maintained
the validity of all national and local tax registration certificates and complied in all material respects with all requirements
imposed by such Governmental Authorities. Each submission made by or on behalf of any Group Company to any Governmental Authority
in connection with obtaining Tax exemptions, Tax holidays, Tax deferrals, Tax incentives or other preferential Tax treatments
or Tax rebates was accurate and complete in all material respects. As of the date hereof, no suspension, revocation or cancellation
of any Tax exemptions, preferential treatments or rebates is pending or, to the knowledge of the Sellers, threatened.


 


(e)           The
Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding and payment
over to the appropriate Governmental Authority of all Taxes required to be withheld by the Company or any of its Subsidiaries.


 


Section 3.15     No
Secured Creditors. The Company does not have any secured creditors holding a fixed or floating security interest.


 


Section 3.16     Company
Material Contracts. Each material Contract to which a Group Company is a party (a “Company Material Contract”)
is a legal, valid and binding obligation of such Group Company and to the knowledge of the Sellers, the other parties thereto,
in each case subject to the Bankruptcy and Equity Exception. Neither any Group Company nor, to the knowledge of the Sellers and
as of the date hereof, any other party thereto, is in breach or violation of, or default under, any Company Material Contract
and no event has occurred or not occurred through any Group Company’s action or inaction or, to the knowledge of the Sellers,
the action or inaction of any Third Party, that with notice or lapse of time or both would constitute a breach or violation of,
or default under, any Company Material Contract. No Group Company has received any written claim or notice of default, termination
or cancellation under any Company Material Contract.


 


Section 3.17     Environmental
Matters. (i) Each Group Company is in compliance with all applicable Environmental Law and has obtained and possesses
all permits, licenses and other authorizations (including environmental assessment reports, and construction project verification
reports that are required under applicable PRC Law) currently required for their establishment and their operation under any Environmental
Law (the “Environmental Permits”), and all such Environmental Permits are in full force and effect,
(ii) no property currently or formerly owned or operated by any Group Company has been contaminated with or is releasing
any Hazardous Substance in a manner that would reasonably be expected to require remediation or other action pursuant to any Environmental
Law, (iii) no Group Company has received any notice, demand, letter, claim or request for information alleging that any Group
Company is in violation of or liable under any Environmental Law, which remains unresolved, and (iv) no Group Company is
subject to any order, decree or injunction with any Governmental Authority or agreement with any Third Party concerning liability
under any Environmental Law or relating to Hazardous Substances.


 






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Section 3.18     Insurance.
(a) All insurance policies and all self-insurance programs and arrangements relating to the business, assets, liabilities
and operations of the Company and its Subsidiaries are in full force and effect, (b) the Sellers have no reason to believe
that the Company or any of its Subsidiaries will not be able to (i) renew its existing insurance policies as and when such
policies expire or (ii) obtain comparable coverage from comparable insurers as may be necessary to continue its business
without a significant increase in cost and (c) neither the Company nor any of its Subsidiaries has received any written notice
of any threatened termination of, premium increase with respect to, or alteration of coverage under, any of its respective insurance
policies.


 


Section 3.19     Anti-Takeover
Provisions. The Company is not a party to a shareholder rights agreement or “poison pill” or similar agreement
or plan. No “business combination,” “fair price,” “moratorium,” “control share acquisition”
or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) is applicable to the
Company, the Company Shares, the Acquisition or the other Transactions.


 


Section 3.20     Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the Transactions based upon arrangements made by or on behalf of the Company.


 


Section 3.21     Solvency.
The Company and its Subsidiaries will be solvent at and immediately after the Closing, as such term is used under the Laws of
the Cayman Islands.


 


Section 3.22     Independent
Investigation. The Sellers have conducted their own independent investigation, review and analysis of the business, operations,
assets, liabilities, results of operations, financial condition and prospects of each Purchaser Group Company, which investigation,
review and analysis was performed by the Sellers, their Affiliates and their respective Representatives. Each Seller acknowledges
that as of the date hereof, it, its Affiliates and their respective Representatives have been provided adequate access to the
personnel, properties, facilities and records of the Purchaser and its Subsidiaries for such purpose. In entering into this Agreement,
each Seller acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any statements,
representations or opinions of any of the Purchaser, its Affiliates or their respective Representatives (except the representations,
warranties, covenants and agreements of the Purchaser set forth in this Agreement and in any certificate delivered pursuant to
this Agreement).


 


Section 3.23     Non-Reliance
on Purchaser Estimates. In connection with the due diligence investigation of the Purchaser by the Sellers, their Affiliates
and their respective Representatives, the Sellers, their Affiliates and their respective Representatives have received and may
continue to receive from the Purchaser, its Subsidiaries and/or their respective Affiliates and Representatives certain estimates,
projections and other forecasts, as well as certain business plan information, regarding the Purchaser, its Subsidiaries and their
business and operations. Each Seller hereby acknowledges and agrees that these estimates, projections, forecasts and information
and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further,
each Seller acknowledges and agrees (a) that there are uncertainties inherent in attempting to make such estimates, projections
and forecasts, as well as in such business plans, (b) that such Seller is taking full responsibility for making its own evaluation
of the adequacy and accuracy of all estimates, projections and forecasts, as well as such business plans, so furnished to them
(including the reasonableness of the assumptions underlying such estimates, projections, forecasts or business plans), and (c) that
such Seller is not relying on any estimates, projections, forecasts or business plans furnished by the Purchaser, its Subsidiaries
or their respective Affiliates and Representatives, and such Seller shall not, and shall cause its Affiliates and their respective
Representatives not to, hold any such person liable with respect thereto, other than fraud in connection therewith; provided that
nothing contained in this Section 3.23 shall be deemed to limit in any way the representations and warranties of the Purchaser
set forth in this Agreement.


 






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Section 3.24     No
Other Representations or Warranties. Except for the representations and warranties contained in this Article III, the
Purchaser acknowledges that none of the Sellers nor any other person on behalf of such Seller makes any other express or implied
representation or warranty with respect to any Group Company or with respect to any other information provided to the Purchaser,
its Affiliates or their respective Representatives. None of the Sellers nor any other person will have or be subject to any liability
to the Purchaser or any other person resulting from the distribution to the Purchaser or its use of, any such information, including
any information, documents, projections, forecasts or other material made available to the Purchaser in management presentations
in expectation of the Transactions, unless and to the extent such information is expressly included in the representations and
warranties contained in this Article III.


 


Section 3.25     Full
Disclosure. The Sellers have provided the Purchaser with all the information that the Purchaser and its Representatives have
requested for deciding whether to consummate the Transactions. None of the Transaction Documents nor any other statements or certificates
or other materials made or delivered, or to be made or delivered, to the Purchaser in connection herewith or therewith, contains
any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not
misleading. No representation or warranty by the Sellers in the Transaction Documents and no information or materials provided
to the Purchaser in connection with its due diligence investigation of any Group Company or the negotiation and execution of the
Transaction Documents, taken as a whole, contains or will contain any untrue statement of a material fact or omits or will omit
to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the
circumstances in which they are made, not misleading.


 


Article IV


 


REPRESENTATIONS
AND WARRANTIES OF the purchaser


 


Except as set forth
in the Purchaser SEC Reports filed or furnished prior to the date of this Agreement, the Purchaser hereby represents and warrants
to the Sellers as of the date hereof and as of the Closing Date that:


 


Section 4.01     Corporate
Organization.


 


(a)           The
Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands.
Each of the Purchaser’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to
the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization
or formation, and each Purchaser Group Company has the requisite corporate or similar power and authority and all necessary governmental
approvals to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted.
Each Purchaser Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant
jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the properties and assets
owned, leased, operated or used by it or the nature of its business makes such qualification or licensing necessary.


 


(b)           Other
than the Purchaser Group Companies, there are no other corporations, associations, or other persons that are legal entities that
are material to the business of the Purchaser Group Companies, taken as a whole, through which the Purchaser Group Companies conduct
business and in which any Purchaser Group Company owns, of record or beneficially, any direct or indirect equity or other interest
or right (contingent or otherwise) to acquire the same, and none of the Purchaser Group Companies is a participant in (nor is
any part of their businesses conducted through) any joint venture, partnership or similar arrangement that is material to the
business of the Purchaser Group Companies, taken as a whole.


 


Section 4.02     Memorandum
and Articles of Association. The Purchaser has heretofore made available to the Sellers complete and correct copies of the
memorandum and articles of association of the Purchaser and each Subsidiary of the Purchaser, each as amended to date, and each
as so delivered is in full force and effect. Such memorandum and articles of association or equivalent organizational documents
are in full force and effect as of the date hereof. Neither the Purchaser nor any Subsidiary of the Purchaser is in violation
of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material
respect.


 






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Section 4.03     Capitalization.


 


(a)           The
authorized share capital of the Purchaser is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each
(the “Purchaser Shares,” and each, a “Purchaser Share”), of which 6,000 Purchaser
Shares have been designated as Series A Convertible Preferred Shares (“Purchaser Preferred Shares”).
As of the date hereof, 65,132,149 Purchaser Shares are issued and outstanding, all of which have been duly authorized, validly
issued, fully paid and non-assessable, and (ii) 3,000 Purchaser Preferred Shares are issued and outstanding, all of which
have been duly authorized, validly issued, fully paid and non-assessable and are convertible into 1,000,000 Purchaser Shares.
Each Purchaser Option was duly authorized by all necessary corporate action, and such grant was made in compliance with the terms
of the Purchaser Equity Incentive Plan and with all applicable Laws. All Shares subject to issuance under Purchaser Options, upon
the vesting and/or settlement and issuance on the terms and conditions specified in the instruments pursuant to which they are
issuable, will be duly authorized, validly issued, fully paid and non-assessable.


 


(b)           Except
for the Purchaser Options referred to in Section 4.03(a) and except as disclosed in the Purchaser SEC Reports, there
are no options, warrants, preemptive rights, conversion rights, redemption rights, share appreciation rights, repurchase rights,
convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character issued
by the Purchaser relating to the issued or unissued share capital of the Purchaser or obligating the Purchaser to issue, transfer
or sell or cause to be issued, transferred or sold any Equity Securities of the Purchaser or any securities or obligations convertible
or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Purchaser
and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as otherwise provided in
this Agreement or in connection with (A) the exercise of any Purchaser Options in accordance with the Purchaser Equity Incentive
Plan, (B) the withholding of Purchaser securities to satisfy tax obligations with respect to Purchaser Options, (C) the
acquisition by the Purchaser of its securities in connection with the forfeiture of Purchaser Options, or (D) the acquisition
by the Purchaser of its securities in connection with the net exercise of Purchaser Options in accordance with the terms thereof,
there are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Equity Securities
of the Purchaser. The Purchaser has not issued and does not have outstanding any bonds, debentures, notes or other obligations
that provide the holders thereof with the right to vote (or are convertible into or exchangeable or exercisable for securities
having the right to vote) on any matter on which the shareholders of the Purchaser may vote.


 


(c)           The
Purchaser has furnished or otherwise made available to the Sellers prior to the date of this Agreement a true and correct capitalization
table that sets forth the following information with respect to the Purchaser’s Equity Securities (including Purchaser Options)
outstanding as of the date hereof: (i) the numbers and percentages of the Equity Securities of the Purchaser; (ii) the
number of Purchaser Shares subject to Purchaser Options and the number of Shares subject to Purchaser Options by exercise or purchase
price; (iii) the vesting schedule and other vesting conditions (if any) of such Purchaser Options; and (iv) the date
on which such number of Purchaser Options expire. Each grant of Purchaser Options outstanding as of the date of this Agreement
has been evidenced by an award agreement entered into under the Purchaser Equity Incentive Plan that is substantially similar,
in all material respects, to the forms of award agreements the Purchaser has made available to the Sellers. Except as otherwise
provided in this Agreement, there are no commitments or agreements of any character to which any Purchaser Group Company is bound
obligating such Purchaser Group Company to accelerate or otherwise alter the vesting of any Purchaser Option as a result of the
Transactions.


 


(d)           All
Purchaser Shares subject to issuance upon due exercise of a Purchaser Option, upon issuance on the terms and conditions specified
in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.
the Purchaser has made available to the Sellers accurate and complete copies of (x) the Purchaser Equity Incentive Plan pursuant
to which the Purchaser has granted the Purchaser Options that are currently outstanding, (y) the forms of award agreement
evidencing such Purchaser Options and (z) award agreements evidencing such Purchaser Options with terms that are materially
different from those set forth in the forms of award agreement.


 






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(e)           Except
for preemptive rights as may be applicable to shares of the Purchaser’s Subsidiaries incorporated in the PRC pursuant to
applicable PRC Law, there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements,
arrangements or commitments of any character issued by any Purchaser Group Company relating to the issued or unissued share capital
of any Subsidiary or obligating any Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares
of capital stock or other securities of any Subsidiary or any securities or obligations convertible or exchangeable into or exercisable
for, or giving any person a right to subscribe for or acquire, any securities of any Subsidiary and no securities or obligations
evidencing such rights are authorized, issued or outstanding. The outstanding share capital or registered capital, as the case
may be, of each of the Purchaser’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, and the
portion of the outstanding share capital or registered capital, as the case may be, of each of the Purchaser’s Subsidiaries
that is owned by any Purchaser Group Company is owned by such Purchaser Group Company free and clear of all Liens (other than
Permitted Liens). Subject to limitations imposed by applicable Law and the applicable constitutional documents, such Purchaser
Group Company has the unrestricted right to vote and to receive dividends and distributions on all such equity securities held
by the relevant Purchaser Group Company in such Subsidiary. Except as otherwise provided in this Agreement, there are no outstanding
contractual obligations of any Purchaser Group Company to repurchase, redeem or otherwise acquire any Equity Securities of any
Purchaser Group Company.


 


Section 4.04     Authority
Relative to Transaction Documents; Fairness. The Purchaser has the requisite corporate power and authority to execute and
deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder
and to consummate the Transactions. The execution, delivery and performance by the Purchaser of the Transaction Documents and
the consummation by the Purchaser of the Transactions have been duly authorized by the Purchaser Board, and no other corporate
action on the part of the Purchaser is necessary to authorize the execution and delivery by the Purchaser of the Transaction Documents
and the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by the Purchaser
and, assuming the due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.


 


Section 4.05     No
Conflict; Required Filings and Consents.


 


(a)           The
execution and delivery of the Transaction Documents by the Purchaser do not, and the performance of the Transaction Documents
by the Purchaser and the consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles
of association of the Purchaser or any equivalent organizational documents of any other Purchaser Group Company, (ii) assuming
(solely with respect to performance of the Transaction Documents and consummation of the Transactions) that the matters referred
to in Section 4.05(b) are complied with, conflict with or violate any Law applicable to any Purchaser Group Company
or by which any property or asset of any Purchaser Group Company is bound or affected, or (iii) violate, conflict with, require
consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice
or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any property or asset of any Purchaser Group Company pursuant to, any
Contract to which any Purchaser Group Company is a party or by which any of their respective properties or assets are bound, except,
with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that
would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect or prevent or
materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Acquisition
or other Transactions.


 






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(b)           The
execution and delivery of the Transaction Documents by the Purchaser do not, and the performance of the Transaction Documents
by the Purchaser and the consummation by the Purchaser of the Transactions will not, require any consent, approval, authorization
or permit of, or filing with or notification to, any Governmental Authority, except (i) for compliance with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the Nasdaq Stock Market (the
 “NASDAQ”), (collectively, the “Requisite Regulatory Approvals”) and (iv) any
such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not,
individually or in the aggregate, reasonably be expected to prevent or materially impair or delay, or be reasonably be expected
to prevent or materially impair or delay, the consummation of the Acquisition or other Transactions.


 


Section 4.06     Permits;
Compliance with Laws.


 


(a)           Each
Purchaser Group Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate
and use its properties and assets or to carry on its business as it is now being conducted (the “Material Purchaser
Permits”). As of the date hereof, no suspension or cancellation of any of the Material Purchaser Permits is pending
or, to the knowledge of the Purchaser, threatened. All such Material Purchaser Permits are valid and in full force and effect.
Each Purchaser Group Company is in compliance, in all material respects, with the terms of the Material Purchaser Permits. Without
limiting the generality of the foregoing, all approvals, filings and registrations and other requisite formalities with Governmental
Authorities in the PRC that are material to the Purchaser Group Companies, taken as a whole, and are required to be obtained or
made in respect of each Purchaser Group Company incorporated in the PRC with respect to its capital structure and operations as
it is now being conducted, including, but not limited to, if so material, the approvals of and registrations with the State Administration
for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the SAFE and the State Administration
of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws.


 


(b)           Except
as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, no Purchaser
Group Company is in default, breach or violation of any Law applicable to it (including (i) any Laws applicable to its business,
and (ii) any Laws related to the protection of personal data) or by which any of its properties or assets are bound. No Purchaser
Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance
with any applicable Laws or listing rules or regulations that has not been cured or of which the statute of limitation has
not lapsed except for such investigations, charges, assertions, reviews or notifications of violations the outcome of which would
not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.


 


(c)           No
Purchaser Group Company or, to the knowledge of the Purchaser, any agent, director, officer, employee or other person acting on
behalf of any Purchaser Group Company, has, in the course of its actions for, or on behalf of, a Purchaser Group Company (i) made
or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption
Law or (ii) made an offer to pay, a promise to pay or a payment or transfer of money or anything else of value, or an authorization
of such offer, promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) influencing
any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or
omit to do any act in violation of his lawful duties, (C) securing any improper advantage or (D) inducing such Government
Official to influence any act or decision of any Governmental Authority.


 


(d)           The
Purchaser has complied in all material respects with the reporting and/or registration requirements of the SAFE Rules and
Regulations, with respect to the registration of the Purchaser Equity Incentive Plan with the Governmental Authorities in the
PRC. As of the date hereof, the Purchaser has not received any written inquiries, notifications, orders or any other forms of
official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance
with the SAFE Rules and Regulations by such holders or beneficial owners.


 






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Section 4.07     SEC
Filings; Financial Statements.


 


(a)           The
Purchaser has filed or furnished, as the case may be, all forms, reports and other documents required to be filed with or furnished
to the SEC by the Purchaser pursuant to the Securities Act and the Exchange Act (the “Purchaser SEC Reports”).
As of the date of filing, in the case of Purchaser SEC Reports filed pursuant to the Exchange Act (and to the extent such Purchaser
SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of
Purchaser SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”)
(and to the extent such Purchaser SEC Reports were amended, then as of the date of effectiveness of such amendment), the Purchaser
SEC Reports (i) complied as to form in all material respects with either the requirements of the Securities Act or the Exchange
Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or
effective, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading as of its filing date or effective date (as applicable).


 


(b)           Each
of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference
into the Purchaser SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated
(except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial
position, results of operations, changes in shareholders’ equity and cash flows of the Purchaser and its Subsidiaries as
at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements,
to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance
with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP except as may
be noted therein.


 


(c)           Except
as and to the extent set forth in the Purchaser SEC Reports, no Purchaser Group Company has outstanding (i) any Indebtedness
or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent
or otherwise) that are required in accordance with GAAP to be disclosed or reflected on or reserved against the consolidated financial
statements of the Purchaser and its Subsidiaries, except for liabilities or obligations (A) incurred in the ordinary course
of business consistent with past practice since December 31, 2019, (B) incurred pursuant to this Agreement or in connection
with the Transactions, or (C) which do not, or would not reasonably be expected to, have a Purchaser Material Adverse Effect.


 


Section 4.08     Absence
of Certain Changes or Events. Since December 31, 2019, except as expressly contemplated by this Agreement, each Purchaser
Group Company has conducted business in all material respects in the ordinary course, and there has not been (a) any Purchaser
Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in cash, stock,
property or otherwise in respect of any Purchaser Group Company’s Equity Securities, except for any dividend or distribution
by a Purchaser Group Company to another Purchaser Group Company; (c) any redemption, repurchase or other acquisition of any
Equity Securities of any Purchaser Group Company by a Purchaser Group Company (other than repurchase of Shares to satisfy obligations
under the Purchaser Equity Incentive Plan or other similar plans or arrangements including the withholding of Shares in connection
with the exercise of Purchaser Options in accordance with the terms and conditions of such Purchaser Options); (d) any material
change by the Purchaser in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory
accounting rules or GAAP or regulatory requirements with respect thereto; or (e) any material Tax election made by the
Purchaser or any of its Subsidiaries or any settlement or compromise of any material Tax liability by the Purchaser or any of
its Subsidiaries, other than in the ordinary course of business.


 






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Section 4.09     Absence
of Litigation. There is no Action pending or, to the knowledge of the Purchaser, threatened against any Purchaser Group Company,
or any share, security, equity interest, property or asset of any Purchaser Group Company, before any Governmental Authority which
(i) has or would reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) as of the date hereof,
has enjoined, restrained, prevented or materially delayed, or would reasonably be expected to enjoin, restrain, prevent or materially
delay, the consummation of the Acquisition. No Purchaser Group Company, nor any property or asset of any Purchaser Group Company
is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the
knowledge of the Purchaser, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction,
decree, determination or award of any Governmental Authority.


 


Section 4.10     Employee
Benefit Plans.


 


(a)           The
Purchaser has furnished or otherwise made available to the Sellers prior to the date of this Agreement an accurate and complete
list of each material Purchaser Employee Plan, any Purchaser Employee Plan mandated by applicable Law to which the sole liability
of the Purchaser and its Subsidiaries is to make contributions required by Law including plans or programs maintained by a Governmental
Authority requiring the payment of social insurance taxes or similar contributions by the Purchaser or its Subsidiaries to a fund
of a Governmental Authority with respect to wages of an employee. With respect to each material Purchaser Employee Plan, the Purchaser
has made available to the Sellers, to the extent applicable, (i) copies of each such Purchaser Employee Plan document, including
all material amendments thereto, and all related trust documents, (ii) if such Purchaser Employee Plan is not in written
form, a written description of such Purchaser Employee Plan and any material written interpretations thereof that have previously
been provided or made available to employees, (iii) the most recently prepared actuarial report, and (iv) all material
correspondence to or from any Governmental Authority received in the last three (3) years with respect to any such Purchaser
Employee Plan.


 


(b)           Each
material Purchaser Employee Plan has, in all material respects, been established, operated and maintained in compliance with its
terms and with applicable Law (including any special provisions relating to qualified plans where such Purchaser Employee Plan
was intended so to qualify).


 


(c)           Except
as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, (i) all
contributions or other amounts payable by a Purchaser Group Company with respect to each Purchaser Employee Plan in respect of
current or prior plan years have been paid or accrued in accordance with generally accepted accounting principles, and (ii) there
are no claims (other than for benefits incurred in the ordinary course) or Actions pending, or, to the knowledge of the Purchaser,
threatened against any Purchaser Employee Plan or against the assets of any Purchaser Employee Plan which could reasonably be
expected to result in any liability to the Purchaser or any of its Subsidiaries.


 


(d)           Except
as expressly provided under this Agreement, neither the execution of this Agreement, shareholder approval of this Agreement, nor
the consummation of the Transactions alone (whether alone or in connection with any additional or subsequent events such as a
termination of employment), will (i) entitle any current or former director, employee or consultant of any Purchaser Group
Company to material compensation in the form of a severance payment or similar payment, (ii) accelerate the time of payment
or vesting or result in any payment or funding of compensation or benefits under, increase the amount payable or result in any
other obligation pursuant to, any of the Purchaser Employee Plans, or (iii) limit or restrict the right to merge, materially
amend, terminate or transfer the assets of any Purchaser Employee Plan on or following the Closing, other than in the case of
(i) and (ii), continued coverage under applicable Purchaser Employee Plans for a specified duration no longer than twelve
months upon any resignation or termination following the consummation of the Transaction.


 






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Section 4.11     Labor
and Employment Matters.


 


(a)           Neither
the Purchaser nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, trade union, works council
or other labor union Contract applicable to persons employed by it, and, to the knowledge of the Purchaser, there are no organizational
campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any employee
of any Purchaser Group Company. There are no unfair labor practice complaints pending or, to the knowledge of the Purchaser, threatened
against any Purchaser Group Company before any Governmental Authority and, as of the date hereof, there is no organized strike,
slowdown, work stoppage or lockout, or similar activity currently occurring or, to the knowledge of the Purchaser, threatened
against or involving any Purchaser Group Company.


 


(b)           Each
Purchaser Group Company (i) is in compliance with all applicable Laws relating to employment and employment practices, including
those related to wages, work hours, shifts, overtime, holidays and leave, collective bargaining terms and conditions of employment
and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and (ii) is
not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Except as
would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, (A) there
is no claim with respect to payment of wages, salary or overtime pay that is now pending or, to the knowledge of the Purchaser,
threatened before any Governmental Authority with respect to any persons currently or formerly employed by any Purchaser Group
Company, (B) there is no charge or proceeding with respect to a violation of any occupational safety or health standards
that is now pending or, to the knowledge of the Purchaser, threatened with respect to any Purchaser Group Company and (C) there
is no charge of discrimination in employment or employment practices for any reason, including, age, gender, race, religion or
other legally protected category, that is now pending or, to the knowledge of the Purchaser, threatened against any Purchaser
Group Company before any Governmental Authority in any jurisdiction in which any Purchaser Group Company has employed or currently
employs any person.


 


Section 4.12     Real
Property; Title to Assets.


 


(a)           Except
as would not be material to the Purchaser and its Subsidiaries, taken as a whole, with respect to each Owned Real Property: (i) the
relevant Purchaser Group Company has good and marketable title, validly granted land use rights or building ownership rights,
as applicable, to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (ii) no Purchaser Group
Company has leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof,
(iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property
or any portion thereof or interest therein, and (iv) the relevant Purchaser Group Company is the only party in possession
of such Owned Real Property. No Purchaser Group Company is a party to any Contract, agreement or option to purchase any material
real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent
Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable,
land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in
full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Purchaser
Group Companies as currently conducted as of the date hereof. Except as would not, individually or in the aggregate, reasonably
be expected to have a Purchaser Material Adverse Effect, (1) the relevant Purchaser Group Company has duly complied in all
respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real
property purchase contract in relation to any Owned Real Property owned by it (including the obligations to develop the land in
accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity
with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Purchaser Group
Company has been subject to any fine or other penalty imposed by any Governmental Authority (including any penalty imposed due
to idleness of land or failure to develop the land in accordance with the schedules provided under relevant land grant contracts).


 


(b)           With
respect to the Lease for each Leased Property: (i) such Lease is legal, valid, binding, enforceable and in full force and
effect, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the Purchaser, there are no disputes with
respect to such Lease and (iii) neither any Purchaser Group Company nor, to the knowledge of the Purchaser, any other party
to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery
of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or
acceleration of rent under such Lease.


 






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(c)           The
Purchaser and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties
and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the business of
the Purchaser and its Subsidiaries taken as a whole, in each case free and clear of all Liens, except Permitted Liens.


 


Section 4.13     Intellectual
Property.


 


(a)           The
Purchaser and its Subsidiaries have valid and enforceable rights to use all Intellectual Property used in, or necessary to conduct,
the business of the Purchaser or its Subsidiaries as it is currently conducted (the “Purchaser Intellectual Property”),
free and clear of all Liens (other than Permitted Liens).


 


(b)           Since
January 1, 2018, neither the Purchaser nor any of its Subsidiaries have received written notice of any Action, and, to the
knowledge of the Purchaser, no Action is threatened, that the Purchaser or any of its Subsidiaries, or the business or activities
conducted by them (including the commercialization and exploitation of its products and services), is infringing, misappropriating,
or otherwise violating or has infringed, misappropriated or otherwise violated any Intellectual Property right of any person,
including any demands or unsolicited offers to license any Intellectual Property. Neither the Purchaser nor any of its Subsidiaries
nor the business or activities conducted by the Purchaser or any of its Subsidiaries (including the commercialization and exploitation
of their products and services) infringes, misappropriates or otherwise violates or, since January 1, 2018, has infringed,
misappropriated or otherwise violated any Intellectual Property rights of any person. To the knowledge of the Purchaser, no person
is currently infringing, misappropriating or otherwise violating or, since January 1, 2018, has infringed, misappropriated
or otherwise violated, any Intellectual Property owned by the Purchaser or any of its Subsidiaries.


 


(c)           There
are no pending or, to the knowledge of the Purchaser, threatened Actions by any person challenging the validity or enforceability
of, or the use or ownership by the Purchaser or any of its Subsidiaries of, any of the Intellectual Property owned by the Purchaser
or its Subsidiaries.


 


(d)           All
current or former officers, employees, consultants or contractors of the Purchaser and its Subsidiaries who have participated
in the creation or development of Intellectual Property in the course of their employment, engagement or contract with the Purchaser
or any of its Subsidiaries have executed and delivered to the Purchaser or such Subsidiary written agreements (i) providing
for the non-disclosure by such person of confidential information and (ii) providing for the assignment by such person to
the Purchaser or such Subsidiary of any Intellectual Property developed or arising out of such person’s employment by, engagement
by or contract with the Purchaser or such Subsidiary of the Purchaser.


 


(e)           The
collection, use and dissemination of any and all data and information concerning individuals by each Purchaser Group Company is
and will be, immediately following the Closing, in compliance in all respects with all applicable privacy policies, terms of use,
other data-related agreements and all applicable Laws.


 


(f)           The
Purchaser and its Subsidiaries have taken all actions reasonably necessary to maintain and protect each item of Intellectual Property
that they own, including all Trade Secrets that are owned by any Purchaser Group Company. To the knowledge of the Purchaser, none
of the Purchaser Group Companies’ Trade Secrets have been disclosed to any Third Party except pursuant to valid and appropriate
written non-disclosure agreements or license agreements or pursuant to obligations to maintain confidentiality arising by operation
of Law. Immediately subsequent to the Closing, the Purchaser Intellectual Property shall be owned by or available for use by the
Purchaser and its Subsidiaries on terms and conditions identical to those under which the Purchaser and its Subsidiaries owned
or used the Purchaser Intellectual Property immediately prior to the Closing.


 






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(g)          The
Purchaser IT Assets are: (A) adequate and sufficient for the operation of the Purchaser’s and its Subsidiaries’
business; and (B) to the knowledge of the Purchaser, are free from any defects, viruses, worms and other malware. The Purchaser
and its Subsidiaries have implemented backup, security and disaster recovery measures and technology consistent with best industry
practices in the PRC. Since January 1, 2018, the Purchaser IT Assets have not failed in any respect, and to the knowledge
of Purchaser, (i) no person has gained unauthorized access to any Purchaser IT Assets and (ii) the data that the Purchaser
IT Assets process or produce with respect to the businesses of the Purchaser and its Subsidiaries have not been corrupted or compromised
in any respect.


 


(h)          None
of the Intellectual Property owned by any Purchaser Group Company is subject to any Contract or other obligation as a result of
any funding or support from, or any arrangement with, any Governmental Authority.


 


(i)            No
Purchaser Group Company is a party to or bound by any Contract that grants or purports to grant, as a result of the consummation
of the Transactions, a license or covenant not to sue under any Intellectual Property of the Company or any of its Affiliates
(other than the Purchaser Group Companies).


 


Section 4.14     Taxes.


 


(a)           Each
Purchaser Group Company has duly filed all material Tax returns and reports required to be filed by it and has paid and discharged
all Taxes required to be paid or discharged, other than such payments as are being contested in good faith by appropriate proceedings
and for which adequate reserves have been established on the Purchaser’s financial statements in accordance with GAAP. All
such Tax returns are true, accurate and complete in all material respects. No Governmental Authority is asserting in writing or,
to the knowledge of the Purchaser, threatening to assert against any Purchaser Group Company any material deficiency or claim
for any Taxes. No Purchaser Group Company has granted any waiver of any statute of limitations with respect to, or any extension
of a period for the assessment of, any material Tax.


 


(b)           No
audit or other examination or administrative, judicial or other proceeding of, or with respect to, any material Tax return or
material Taxes of any Purchaser Group Company is currently in progress, and no Purchaser Group Company has been notified of any
written request for, or, to the knowledge of the Purchaser, any threat of, such an audit or other examination or administrative,
judicial or other proceeding. No written claim has been made by any Governmental Authority in a jurisdiction where a Purchaser
Group Company does not file Tax returns that such Purchaser Group Company is or may be subject to taxation by such jurisdiction.


 


(c)           Neither
the Purchaser nor any of its Subsidiaries incorporated outside the PRC take the position for tax purposes that it is a “resident
enterprise” of the PRC or tax resident in any jurisdiction other than its jurisdiction of formation.


 


(d)           Each
Purchaser Group Company has, in accordance with applicable Law, duly registered with the relevant Governmental Authority, obtained
and maintained the validity of all national and local tax registration certificates and complied in all material respects with
all requirements imposed by such Governmental Authorities. Each submission made by or on behalf of any Purchaser Group Company
to any Governmental Authority in connection with obtaining Tax exemptions, Tax holidays, Tax deferrals, Tax incentives or other
preferential Tax treatments or Tax rebates was accurate and complete in all material respects. As of the date hereof, no suspension,
revocation or cancellation of any Tax exemptions, preferential treatments or rebates is pending or, to the knowledge of the Purchaser,
threatened.


 






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(e)           The
Purchaser and its Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding and
payment over to the appropriate Governmental Authority of all Taxes required to be withheld by the Purchaser or any of its Subsidiaries.


 


Section 4.15     No
Secured Creditors. The Purchaser does not have any secured creditors holding a fixed or floating security interest.


 


Section 4.16     Purchaser
Material Contracts. Each material Contract to which a Purchaser Group Company is a party (a “Purchaser Material
Contract”) is a legal, valid and binding obligation of such Purchaser Group Company and to the Purchaser’s
knowledge, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception. Neither any Purchaser Group
Company nor, to the Purchaser’s knowledge and as of the date hereof, any other party thereto, is in breach or violation
of, or default under, any Purchaser Material Contract and no event has occurred or not occurred through any Purchaser Group Company’s
or, to the Purchaser’s knowledge, the action or inaction of any Third Party, that with notice or lapse of time or both would
constitute a breach or violation of, or default under, any Purchaser Material Contract. No Purchaser Group Company has received
any written claim or notice of default, termination or cancellation under any Purchaser Material Contract.


 


Section 4.17     Environmental
Matters. (i) Each Purchaser Group Company is in compliance with all applicable Environmental Law and has obtained and
possesses all Environmental Permits currently required for their establishment and their operation under any Environmental Law,
and all such Environmental Permits are in full force and effect, (ii) no property currently or formerly owned or operated
by any Purchaser Group Company has been contaminated with or is releasing any Hazardous Substance in a manner that would reasonably
be expected to require remediation or other action pursuant to any Environmental Law, (iii) no Purchaser Group Company has
received any notice, demand, letter, claim or request for information alleging that any Purchaser Group Company is in violation
of or liable under any Environmental Law, which remains unresolved, and (iv) no Purchaser Group Company is subject to any
order, decree or injunction with any Governmental Authority or agreement with any Third Party concerning liability under any Environmental
Law or relating to Hazardous Substances.


 


Section 4.18     Insurance.
(a) All insurance policies and all self-insurance programs and arrangements relating to the business, assets, liabilities
and operations of the Purchaser and its Subsidiaries are in full force and effect, (b) the Purchaser has no reason to believe
that it or any of its Subsidiaries will not be able to (i) renew its existing insurance policies as and when such policies
expire or (ii) obtain comparable coverage from comparable insurers as may be necessary to continue its business without a
significant increase in cost and (c) neither the Purchaser nor any of its Subsidiaries has received any written notice of
any threatened termination of, premium increase with respect to, or alteration of coverage under, any of its respective insurance
policies.


 


Section 4.19     Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the Transactions based upon arrangements made by or on behalf of the Purchaser.


 


Section 4.20     Solvency.
The Purchaser is not entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors.
Immediately after giving effect to the Transactions, including the payment of any amounts required to be paid in connection with
the consummation of the Transactions, including the payment of all related fees and expenses, assuming (i) satisfaction of
the conditions set forth in Section 7.01 and Section 7.02, or the waiver of such conditions, and (ii) the accuracy
of the representations and warranties of the Sellers set forth in this Agreement (for such purposes, the representations and warranties
that are qualified as to materiality or “Company Material Adverse Effect” or other words of similar
import shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects),
the Purchaser and its Subsidiaries will be solvent at and immediately after the Closing, as such term is used under the Laws of
the Cayman Islands.


 






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Section 4.21     Independent
Investigation. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations,
assets, liabilities, results of operations, financial condition and prospects of each Group Company, which investigation, review
and analysis was performed by the Purchaser, its Affiliates and their respective Representatives. The Purchaser acknowledges that
as of the date hereof, it, its Affiliates and their respective Representatives have been provided adequate access to the personnel,
properties, facilities and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, the
Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any statements,
representations or opinions of any of the Company, its Affiliates or their respective Representatives (except the representations,
warranties, covenants and agreements of the Company set forth in this Agreement and in any certificate delivered pursuant to this
Agreement).


 


Section 4.22     Non-Reliance
on Company Estimates. In connection with the due diligence investigation of the Company by the Purchaser, its Affiliates and
their respective Representatives, the Purchaser, its Affiliates and their respective Representatives have received and may continue
to receive from the Sellers, their Affiliates and their respective Representatives certain estimates, projections and other forecasts,
as well as certain business plan information, regarding the Company, its Subsidiaries and their business and operations. The Purchaser
hereby acknowledges and agrees that these estimates, projections, forecasts and information and the assumptions on which they
are based were prepared for specific purposes and may vary significantly from each other. Further, the Purchaser acknowledges
and agrees (a) that there are uncertainties inherent in attempting to make such estimates, projections and forecasts, as
well as in such business plans, (b) that the Purchaser is taking full responsibility for making its own evaluation of the
adequacy and accuracy of all estimates, projections and forecasts, as well as such business plans, so furnished to them (including
the reasonableness of the assumptions underlying such estimates, projections, forecasts or business plans), and (c) that
the Purchaser is not relying on any estimates, projections, forecasts or business plans furnished by the Sellers, their Affiliates
or their respective Representatives, and the Purchaser shall not, and shall cause its Affiliates and their respective Representatives
not to, hold any such person liable with respect thereto, other than fraud in connection therewith; provided that nothing contained
in this Section 4.22 shall be deemed to limit in any way the representations and warranties of the Sellers set forth in this
Agreement.


 


Section 4.23     No
Additional Representations. Except for the representations and warranties contained in this Article IV, each Seller acknowledges
that neither the Purchaser nor any other person on behalf of the Purchaser makes any other express or implied representation or
warranty with respect to any Purchaser Group Company or with respect to any other information provided to the Sellers, their Affiliates
or their respective Representatives. Neither the Purchaser nor any other person will have or be subject to any liability to the
Sellers or any other person resulting from the distribution to the Sellers, or the Sellers’ use of, any such information,
including any information, documents, projections, forecasts or other material made available to the Sellers in management presentations
in expectation of the Transactions, unless and to the extent such information is expressly included in the representations and
warranties contained in this Article IV.


 


Article V


 


CONDUCT
OF BUSINESS PENDING THE ACQUISITION


 


Section 5.01     Conduct
of Business by the Company Pending the Acquisition. The Sellers agree that, from the date of this Agreement until the earlier
of the Closing and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law
or (y) expressly contemplated or permitted by this Agreement, unless the Purchaser shall otherwise consent in writing (which
consent shall not be unreasonably withheld, delayed or conditioned), the Sellers shall procure that (i) the businesses of
the Group Companies shall be conducted in the ordinary course of business in a manner consistent with past practice; and (ii) the
Company shall use its commercially reasonable efforts to preserve the assets and the business organization of the Group Companies
in all material respects, to keep available the services of the current officers and key employees of the Group Companies and
to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other
persons with which any Group Companies has material business relations as of the date hereof.


 






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Without limiting the
generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Closing and termination of this
Agreement pursuant to Article VIII, except as (x) required by applicable Law or (y) expressly contemplated or permitted
by this Agreement, the Sellers shall procure that no Group Company, directly or indirectly, do or propose to do any of the following
without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):


 


(a)           amend
or otherwise change its memorandum and articles of association or equivalent organizational documents;


 


(b)           issue,
sell, transfer, lease, sublease, license, pledge, dispose of, grant or encumber, or authorize the issuance, sale, transfer, lease,
sublease, license, pledge, disposition, grant or encumbrance of, (i) any shares of any class of any Group Company, or (ii) any
property or assets (whether real, personal or mixed, and including leasehold interests and intangible property) of any Group Company
with a value or purchase price (including the value of assumed liabilities) in excess of US$1,000,000, except in the ordinary
course of business;


 


(c)           declare,
set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any
of its shares (other than dividends or other distributions from any Subsidiary of the Company to the Company or any of its other
Subsidiaries);


 


(d)           reclassify,
combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its share capital or securities
or other rights exchangeable into or convertible or exercisable for any of its share capital;


 


(e)           effect
or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization,
public offering or similar transaction involving any Group Company, or public offer of any new Subsidiary, other than as contemplated
by this Agreement;


 


(f)           acquire,
whether by purchase, merger, spin off, consolidation, scheme of arrangement, amalgamation or acquisition of stock or assets or
otherwise, any assets, securities or properties, in aggregate, with a value or purchase price (including the value of assumed
liabilities) in excess of US$1,000,000 in any transaction or related series of transactions;


 


(g)           incur
any additional Company Debt or guarantee any indebtedness for borrowed money of any Third Party except for the incurrence or guarantee
of indebtedness not in an aggregate amount in excess of US$1,000,000;


 


(h)           other
than expenditures necessary to maintain assets in good repair consistent with the past practice or pursuant to the Company’s
operating plan in effect as of the date hereof, authorize, or make any commitment with respect to, any single capital expenditure
which is in excess of US$10,000,000 or capital expenditures which are, in the aggregate, in excess of US$1,000,000 for the Group
Companies taken as a whole;


 


(i)           except
as required pursuant to any Company Employee Plan or any employment agreement or compensatory agreements in effect as of the date
of this Agreement, or this Agreement, (i) enter into any new employment or compensatory agreements (including the renewal
of any such agreements), or terminate any such agreements, with any director, officer, employee or consultant of any Group Company
other than the hiring or termination of employees below the vice president level or its equivalent (e.g. the head of business
unit) or with an annual compensation of less than US$200,000, (ii) grant or provide any severance or termination payments
or benefits to any director, officer, employee or consultant of any Group Company except as required by applicable Law, (iii) increase
the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to any director, officer, employee
or consultant of any Group Company except such increases or payments, in the aggregate, do not cause an increase in the labor
costs of the Group Companies, taken as a whole, by more than 5%, or (iv) forgive any loans to any director, officer, employee
or consultant of any Group Company;


 






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(j)            make
any changes with respect to financial accounting policies or procedures, including changes affecting the reported consolidated
assets, liabilities or results of operations of the Group Companies, except as required by changes in statutory or regulatory
accounting rules or GAAP or regulatory requirements with respect thereto;


 


(k)          enter
into, amend, modify, consent to the termination of, or waive any material rights under, any Company Material Contract (or any
Contract that would be a Company Material Contract if such Contract had been entered into prior to the date hereof) that calls
for annual aggregate payments of US$1,000,000 or more which cannot be terminated without material surviving obligations or material
penalty upon notice of ninety (90) days or less;


 


(l)           enter
into any Contract between the Company or any of its Subsidiaries, on the one hand, and any “related party” (as such
term is defined in Item 404 of Regulation S-K promulgated under the Exchange Act) of the Company or any of its Subsidiaries, on
the other hand, except for (i) Contracts solely between the Company and/or wholly-owned Company Subsidiaries and (ii) Contracts
permitted under Section 5.01(i));


 


(m)         terminate
or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business, any
material insurance policies maintained by it which are not promptly replaced by a comparable amount of insurance coverage;


 


(n)          settle
any Action other than any settlement involving the payment of monetary damages not in excess of US$1,000,000;


 


(o)          fail
to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and
Taxes required or advisable to maintain and protect its interest in each and every item of Intellectual Property owned by any
Group Company;


 


(p)          enter
into, or propose to enter into, any transaction involving any material earn-out or similar payment payable by any Group Company,
to any Third Party, other than payments in connection with purchases of vehicles, plant, equipment, supplies or computers in the
ordinary course of business;


 


(q)          engage
in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole;


 


(r)           make
or change any material Tax election, materially amend any Tax return (except as required by applicable Law), enter into any material
closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any
material controversy with respect to Taxes or materially change any method of Tax accounting; or


 


(s)           announce
an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing.


 


Section 5.02     Conduct
of Business by the Purchaser Pending the Acquisition. The Purchaser agrees that, from the date of this Agreement until the
earlier of the Closing and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable
Law or (y) expressly contemplated or permitted by this Agreement, unless the Sellers shall otherwise consent in writing (which
consent shall not be unreasonably withheld, delayed or conditioned), (i) the businesses of the Purchaser Group Companies
shall be conducted in the ordinary course of business in a manner consistent with past practice; and (ii) the Purchaser shall
use its commercially reasonable efforts to preserve the assets and the business organization of the Purchaser Group Companies
in all material respects, to keep available the services of the current officers and key employees of the Purchaser Group Companies
and to maintain in all material respects the current relationships of the Purchaser Group Companies with existing customers, suppliers
and other persons with which any Purchaser Group Companies has material business relations as of the date hereof.


 






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Without limiting the
generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Closing and termination of this
Agreement pursuant to Article VIII, except as (x) required by applicable Law or (y) expressly contemplated or permitted
by this Agreement, the Purchaser shall not and shall not permit any other Purchaser Group Company to, directly or indirectly,
do or propose to do any of the following without the prior written consent of the Sellers (which consent shall not be unreasonably
withheld, delayed or conditioned):


 


(a)           amend
or otherwise change its memorandum and articles of association or equivalent organizational documents;


 


(b)           issue,
sell, transfer, lease, sublease, license, pledge, dispose of, grant or encumber, or authorize the issuance, sale, transfer, lease,
sublease, license, pledge, disposition, grant or encumbrance of, (i) any shares of any class of any Purchaser Group Company
(other than in connection with (A) the exercise of any Purchaser Options in accordance with the Purchaser Equity Incentive
Plan, (B) the withholding of Purchaser securities to satisfy tax obligations with respect to Purchaser Options (C) the
acquisition by the Purchaser of its securities in connection with the forfeiture of Purchaser Options, or (D) the acquisition
by the Purchaser of its securities in connection with the net exercise of Purchaser Options in accordance with the terms thereof),
or (ii) any property or assets (whether real, personal or mixed, and including leasehold interests and intangible property)
of any Purchaser Group Company with a value or purchase price (including the value of assumed liabilities) in excess of US$1,000,000,
except in the ordinary course of business;


 


(c)           declare,
set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any
of its shares (other than dividends or other distributions from any Subsidiary of the Purchaser to the Purchaser or any of its
other Subsidiaries);


 


(d)           reclassify,
combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its share capital or securities
or other rights exchangeable into or convertible or exercisable for any of its share capital (other than the purchase of Shares
to satisfy obligations under the Purchaser Equity Incentive Plan, including the withholding of Shares in connection with the exercise
of Purchaser Options in accordance with the terms and conditions of such Purchaser Options (as applicable));


 


(e)           effect
or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization,
public offering or similar transaction involving any Purchaser Group Company, or public offer of any new Subsidiary, other than
as contemplated by this Agreement;


 


(f)            acquire,
whether by purchase, merger, spin off, consolidation, scheme of arrangement, amalgamation or acquisition of stock or assets or
otherwise, any assets, securities or properties, in aggregate, with a value or purchase price (including the value of assumed
liabilities) in excess of US$1,000,000 in any transaction or related series of transactions;


 


(g)          incur
any additional Purchaser Debt or guarantee any indebtedness for borrowed money of any Third Party except for the incurrence or
guarantee of indebtedness not in an aggregate amount in excess of US$1,000,000;


 


(h)           other
than expenditures necessary to maintain assets in good repair consistent with the past practice or pursuant to the Purchaser’s
operating plan in effect as of the date hereof, authorize, or make any commitment with respect to, any single capital expenditure
which is in excess of US$10,000,000 or capital expenditures which are, in the aggregate, in excess of US$1,000,000 for the Purchaser
Group Companies taken as a whole;


 






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(i)            except
as required pursuant to any Purchaser Employee Plan or any employment agreement or compensatory agreements in effect as of the
date of this Agreement, or this Agreement, (i) enter into any new employment or compensatory agreements (including the renewal
of any such agreements), or terminate any such agreements, with any director, officer, employee or consultant of any Purchaser
Group Company other than the hiring or termination of employees below the vice president level or its equivalent (e.g. the head
of business unit) or with an annual compensation of less than US$200,000, (ii) grant or provide any severance or termination
payments or benefits to any director, officer, employee or consultant of any Purchaser Group Company except as required by applicable
Law, (iii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to any director,
officer, employee or consultant of any Purchaser Group Company except such increases or payments, in the aggregate, do not cause
an increase in the labor costs of the Purchaser Group Companies, taken as a whole, by more than 5%, (iv) make any new equity
awards to any person under the Purchaser Equity Incentive Plan, (v) establish, adopt, amend or terminate any Purchaser Employee
Plan or materially amend the terms of any outstanding Purchaser Options, (vi) take any action to accelerate the vesting of
Purchaser Options, or (vii) forgive any loans to any director, officer, employee or consultant of any Purchaser Group Company;


 


(j)            make
any changes with respect to financial accounting policies or procedures, including changes affecting the reported consolidated
assets, liabilities or results of operations of the Purchaser Group Companies, except as required by changes in statutory or regulatory
accounting rules or GAAP or regulatory requirements with respect thereto;


 


(k)          enter
into, amend, modify, consent to the termination of, or waive any material rights under, any Purchaser Material Contract (or any
Contract that would be a Purchaser Material Contract if such Contract had been entered into prior to the date hereof) that calls
for annual aggregate payments of US$1,000,000 or more which cannot be terminated without material surviving obligations or material
penalty upon notice of ninety (90) days or less;


 


(l)           enter
into any Contract between the Purchaser or any of its Subsidiaries, on the one hand, and any “related party” (as such
term is defined in Item 404 of Regulation S-K promulgated under the Exchange Act) of the Purchaser or any of its Subsidiaries,
on the other hand, except for (i) Contracts solely between the Purchaser and/or its wholly-owned Subsidiaries and (ii) Contracts
permitted under Section 5.01(i));


 


(m)         terminate
or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business, any
material insurance policies maintained by it which are not promptly replaced by a comparable amount of insurance coverage;


 


(n)          settle
any Action other than any settlement involving the payment of monetary damages not in excess of US$1,000,000;


 


(o)          fail
to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and
Taxes required or advisable to maintain and protect its interest in each and every item of Intellectual Property owned by any
Purchaser Group Company;


 


(p)          enter
into, or propose to enter into, any transaction involving any material earn-out or similar payment payable by any Purchaser Group
Company, to any Third Party, other than payments in connection with purchases of vehicles, plant, equipment, supplies or computers
in the ordinary course of business;


 


(q)          engage
in the conduct of any new line of business material to the Purchaser and its Subsidiaries, taken as a whole;


 


(r)          make
or change any material Tax election, materially amend any Tax return (except as required by applicable Law), enter into any material
closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any
material controversy with respect to Taxes or materially change any method of Tax accounting; or


 






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(s)           announce
an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing.


 


Section 5.03     No
Control of Other Party’s Business. Except as otherwise expressly provided herein, nothing contained in this Agreement
is intended to give the Purchaser, directly or indirectly, the right to control or direct the Company’s or the Company’s
Subsidiaries’ operations prior to the Closing, and nothing contained in this Agreement is intended to give the Sellers,
directly or indirectly, the right to control or direct the Purchaser’s operations. Prior to the Closing, each of the Purchaser
and the Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over
its and its Subsidiaries’ respective operations.


 


Section 5.04     Additional
Interim Covenants. Each of the Purchaser and the Sellers agrees and undertakes to each other on the followings (as applicable),
from the date of this Agreement until the earlier of the Closing and termination of this Agreement:


 


(a)           As
the Purchaser’s undertaking in favor of the Sellers, the Purchaser shall use its best efforts to fulfill or cause the fulfilment
of the conditions to the Sellers’ obligations at Closing as set forth in Sections 7.01 and Section 7.03.


 


(b)           As
the Sellers’ undertaking in favor of the Purchaser, each Seller shall use its best efforts to fulfill or cause the fulfilment
of the conditions to the Purchaser’s obligations at Closing as set forth in Sections 7.01 and 7.02.


 


Article VI


 


ADDITIONAL
AGREEMENTS


 


Section 6.01     Access
to Information.


 


(a)           From
the date hereof until the earlier of the Closing and termination of this Agreement pursuant to Article VIII and subject to
applicable Law, upon reasonable advance notice from the Purchaser, the Sellers shall (i) provide to the Purchaser (and the
Purchaser’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources
(including potential sources) and other authorized representatives of the Purchaser and such other parties, collectively, “Representatives”)
reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish
to the Purchaser and its Representatives such existing financial and operating data and other existing information as such persons
may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial
advisors, auditors and other Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation.
Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with
the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely
discharge by the employees of the Company or its Subsidiaries of their duties.


 


(b)           From
the date hereof until the earlier of the Closing and termination of this Agreement pursuant to Article VIII and subject to
applicable Law, upon reasonable advance notice from the Sellers, the Purchaser shall (i) provide to the Sellers (and the
Sellers’ Representatives) reasonable access during normal business hours to the offices, properties, books and records of
any Purchaser Group Company, (ii) furnish to the Sellers and their Representatives such existing financial and operating
data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’
employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with the Sellers and
their Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such
a manner as not to interfere unreasonably with the business or operations of the Purchaser or its Subsidiaries or otherwise result
in any significant interference with the timely discharge by the employees of the Purchaser or its Subsidiaries of their duties.


 






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(c)           Notwithstanding
anything to the contrary in Section 6.01(a) and Section 6.01(b), nothing in this Agreement shall require the Sellers
(or the Purchaser or any of its Subsidiaries) to provide the Purchaser (or the Sellers) or any of its (or their) Representatives
with access to any books, records, documents or other information to the extent that (i) such books, records, documents or
other information is subject to any confidentiality agreement with a Third Party (provided that, at the request of the
Purchaser (or the Sellers), the Sellers (or the Purchaser) shall use their (or its) commercially reasonable efforts to obtain
a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result
in the loss of attorney-client privilege which could not be reasonably remedied by use of common interest agreements or other
methods to maintain such privilege, or (iii) the disclosure of such books, records, documents or other information is prohibited
by applicable Law.


 


(d)           All
information provided or made available pursuant to this Section 6.01 to the Purchaser or its Representatives shall be subject
to Section 6.02.


 


(e)           No
investigation pursuant to this Section 6.01 shall affect any representation or warranty in this Agreement of any Party or
any condition to the obligations of the Parties.


 


Section 6.02     Confidentiality.
Except as necessary to complete the applicable SEC filings or obtain the Requisite Regulatory Approvals, each Party shall hold
and shall cause its Representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of applicable Laws, all documents and information concerning the other Parties furnished to it by such
other Parties or their Representatives in connection with the transactions contemplated by this Agreement (except to the extent
that such information can be shown to have been (a) previously known by the Party to which it was furnished, (b) in
the public domain through no fault of such Party or (c) later lawfully acquired from other sources, which source is not the
agent of the other Party, by the Party to which it was furnished), and each Party shall not release or disclose such information
to any other person, except its Representatives in connection with this Agreement. In the event that any Party believes that it
is required to disclose any such confidential information pursuant to applicable Laws, such Party shall give timely written notice
to the other Parties so that such Parties may have an opportunity to obtain a protective order or other appropriate relief. Each
Party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other Parties
if it exercises the same care as it takes to preserve confidentiality for its own similar information. The Parties acknowledge
that some previously confidential information will be required to be disclosed in the applicable SEC filings.


 


Section 6.03     No
Solicitation of Transactions.


 


Until the earlier of
the Closing and termination of this Agreement pursuant to Article VIII, the Sellers agree that they shall not, and shall
cause the Company, any of its Subsidiaries and their respective Representatives (including any investment banker, attorney or
accountant retained by any Group Company) not to, in each case, directly or indirectly, (i) solicit, initiate or knowingly
encourage, enter into, maintain or continue discussions or negotiations with any Third Party in respect of, or take any other
action to knowingly facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to its shareholders)
that constitutes, or that in the Sellers’ good faith judgment could reasonably be expected to lead to, any purchase, merger
or acquisition of the Company’s or any Group Company’s Equity Securities, (ii) agree to, approve, endorse, recommend
or consummate any purchase, merger or acquisition of the Company’s or any Group Company’s Equity Securities or enter
into any letter of intent or Contract or commitment contemplating or otherwise relating to any purchase, merger or acquisition
of the Company’s or any Group Company’s Equity Securities, (iii) grant any waiver, amendment or release under
any standstill, confidentiality or similar agreement or Takeover Statute (and the Sellers shall promptly take all action necessary
to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such confidentiality,
standstill or similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement),
(iv) engage in any act or inaction that will materially impair or is reasonably expected to materially impair the value of
the Group Companies, (v)  unilaterally terminate or withdraw from this Agreement and the Transactions, or seek such termination
or withdrawal other than pursuant to Section 8.03, or (vi) authorize or permit any of the Representatives of the Sellers,
the Company or any of its Subsidiaries to take any action set forth in clauses (i) – (v) of this Section 6.02.
The Sellers shall not, and shall cause the Company and its Subsidiaries not to, enter into any confidentiality agreement with
any Third Party subsequent to the date of this Agreement which prohibits the Company from providing such information to the Purchaser.


 






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Section 6.04     Notification
of Certain Matters. Each of the Sellers and the Purchaser shall promptly notify the other in writing of:


 


(a)           any
notice or other communication from any person alleging that the consent of such person is or may be required in connection with
the Transactions;


 


(b)           any
notice or other communication from any Governmental Authority in connection with the Transactions;


 


(c)           any
Actions commenced or, to the knowledge of the Sellers or the knowledge of the Purchaser, threatened against the Sellers, the Company
or any of its Subsidiaries or the Purchaser and any of its Subsidiaries, as the case may be, that, if pending on the date of this
Agreement, would have been required to have been disclosed by such party pursuant to any of such party’s representations
and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and


 


(d)           if
a breach of any representation or warranty or failure to perform any covenant or agreement on the part of such Party set forth
in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, Section 7.02 or Section 7.03
not to be satisfied;


 


together, in each
case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this
Section 6.04 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice; provided
further, that failure to give prompt notice pursuant to Section 6.04(d) shall not constitute a failure of a condition
to the Acquisition set forth in Article VII except to the extent that the underlying breach of a representation or warranty
or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided,
further, that the unintentional failure of the Sellers or the Purchaser to give notice under this Section 6.04 shall
not be deemed to be a breach of covenant under this Section 6.04 but instead shall constitute only a breach of the underlying
representation or warranty or covenant or condition, as the case may be.


 


Section 6.05     Further
Action; Reasonable Best Efforts.


 


(a)           Upon
the terms and subject to the conditions of this Agreement, each of the Parties and their respective Affiliates shall (i) make
promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority
with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate
and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may
reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld,
conditioned or delayed) from the other Parties promptly before making any substantive communication (whether verbal or written)
with any Governmental Authority in connection with such filings or submissions, (B) permitting the other Parties to review
in advance, and consulting with the other Parties on, any proposed filing, submission or communication (whether verbal or written)
by such Party to any Governmental Authority, and (C) giving the other Parties the opportunity to attend and participate at
any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate
with the other Parties and use its reasonable best efforts, and cause its Affiliates to use their respective reasonable best efforts,
to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable
under applicable Laws or otherwise to consummate and make effective the Transactions, including employing such resources as are
necessary to obtain the Requisite Regulatory Approvals; provided that none of the Purchaser, its Affiliates or their respective
Representatives shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially
and adversely affect its interest in the Transaction, including, without limitation, to commit to or effect, by consent decree,
hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any
of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation
on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio
companies’ assets, properties or businesses.


 






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(b)           Each
Party shall, upon request by any other Party, furnish such other Party with all information concerning itself, its Affiliates,
directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any
statement, filing, notice or application made by or on behalf of the Purchaser, the Company or any of their respective Subsidiaries
to any Third Party and/or any Governmental Authority in connection with the Transactions.


 


Section 6.06     Public
Announcements. Except as may be required by applicable Law, the press release announcing the execution of this Agreement shall
be issued only in such form as shall be mutually agreed upon by the Sellers and the Purchaser. Thereafter, at any time prior to
termination of this Agreement pursuant to Article VIII, the Purchaser and the Sellers shall consult with each other before
issuing any press release, having any communication with the press (whether or not for attribution), making any other public statement
or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Transactions
and, except in respect of any such press release, communication, other public statement, press conference or conference call as
may be required by applicable Law or rules and policies of the NASDAQ, shall not issue any such press release, have any such
communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation.


 


Section 6.07     Takeover
Statutes. If any Takeover Statute is or may become applicable to any of the Transactions, the Parties shall use their respective
reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to any of the
Transactions and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary
so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement, including
all actions to eliminate or lawfully minimize the effects of such Takeover Statute on the Transactions.


 


Section 6.08     Minimum
Assets and No Liabilities. The Sellers shall procure that the total net assets (excluding intangible assets) and Available
Cash of the Company (on a consolidated basis) at the Closing shall be no less than the respective amounts as of November 30,
2020, which amounts have been confirmed by the Sellers and the Purchaser before the date of this Agreement. The Sellers shall
procure that, at the Closing, the Company shall not have any material contingent or off-balance sheet liabilities.


 


Section 6.09     Directors
and Officers of the Purchaser After Closing. Upon the Closing, Mr. Mingjun Lin (“Mr. Lin”)
shall have the right to appoint three (3) members of the Purchaser Board, including one (1) independent director, and
Renren Inc. (“Renren”) shall have the right to appoint two (2) members of the Purchaser Board,
including one (1) independent director. Upon the Closing, Mr. Lin shall have the right to designate the chief executive
officer of the Purchaser (the “CEO”) to be appointed by the Purchaser Board. The CEO shall appoint other
executive officers of the Purchaser.


 


Section 6.10     Purchaser’s
Pre-Acquisition Assets. After the Closing, all cash and other assets received or recovered from all receivables, prepayments,
inventories and assets of the Purchaser, including those from its joint venture partners and distributors, before the Closing
(the “Pre-Acquisition Assets”) shall be first used to pay the Purchaser’s borrowings from, and
other liabilities to, East West Bank, Renren and its Subsidiaries, and other creditors that are incurred before the Closing, as
well as all costs and expenses associated with the collection and recovery of the Pre-Acquisition Assets (collectively, the “Pre-Acquisition
Liabilities”). If there are any Pre- Acquisition Assets remaining after the Pre- Acquisition Liabilities have been
fully settled in accordance with this Section 6.10, the use of such remaining Pre- Acquisition Assets shall be determined
by a committee of the Purchaser Board (the “Kaixin Assets Committee”) at its sole discretion with the
full authorization from the Purchaser Board. Renren shall have the right to designate the members on the Kaixin Assets Committee.


 






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Section 6.11     Reserved
Matters. After the Closing, the Purchaser shall not, and shall procure that none of its Subsidiaries shall, take, permit to
occur, approve, authorize, or agree or commit to do anything related to the use and disposal of the Pre-Acquisition Assets without
Renren’s prior written approvalthe Purchaserthe Purchaserthe Purchaserthe Purchaser.


 


Section 6.12     Voting
Agreement. At the request of Renren, the Sellers shall enter into a voting agreement to the reasonable satisfaction of Renren,
if and to the extent such agreement is necessary for Mr. Lin or the Sellers collectively to control the Purchaser after the
Acquisition.


 


Article VII


 


CONDITIONS
TO THE ACQUISITION


 


Section 7.01     Conditions
to the Obligations of Each Party. The obligations of the Sellers and the Purchaser to consummate the Acquisition are subject
to the satisfaction or waiver (where permissible under applicable Law) of the following conditions at or prior to the Closing
Date:


 


(a)           No
Injunction. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered
any Law or award, writ, injunction, determination, rule, regulation, judgment, decree or executive order (an “Order”),
whether temporary, preliminary or permanent, which is then in effect or has the effect of enjoining, restraining, prohibiting
or otherwise making illegal the consummation of the Transactions.


 


(b)           Regulatory
Approvals. (i) All Requisite Regulatory Approvals shall have been obtained and be in full force and effect; and (ii) all
other consents, approvals and authorizations of any Governmental Authority required to consummate the Transaction shall have been
obtained and be in full force and effect, except where the failure to obtain such other consents, approvals and authorizations
or the failure of such other consents, approvals and authorizations to be in full force and effect would not, individually or
in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.


 


Section 7.02     Conditions
to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Acquisition are subject to the satisfaction
or waiver (where permissible under applicable Law) of the following additional conditions at or prior to the Closing Date:


 


(a)           Representations
and Warranties. Other than the representations and warranties of the Sellers contained in Section 3.01, Section 3.02,
Section 3.03, Section 3.04 and Section 3.05, the representations and warranties of the Sellers contained in this
Agreement (without giving effect to any qualification as to “materiality” or “Company Material
Adverse Effect” set forth therein) shall be true and correct as of the date hereof and as of the Closing Date, as
though made on and as of such date and time (other than representations and warranties that by their terms address matters only
as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations
and warranties of the Sellers to be so true and correct do not, and would not be reasonably expected to, have a Company Material
Adverse Effect, and (ii) the representations and warranties set forth in Section 3.01, Section 3.02, Section 3.03,
Section 3.04 and Section 3.05 shall be true and correct in all respects (except, solely with respect to Section 3.03(a) and
Section 3.03(b), for de minimis inaccuracies) as of the date hereof and as of the Closing Date, as though made on
and as of such date and time (other than representations and warranties that by their terms address matters only as of a specified
time, which shall be true and correct only as of such time).


 


(b)           Agreements
and Covenants. The Sellers shall have performed or complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or prior to the Closing Date.


 






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(c)           No
Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date of this Agreement.


 


(d)           Third
Party Consents. All consents and waivers required to be obtained by the Sellers from any Third Party in respect of the Transactions
shall have been obtained, and all notices required to be made by the Sellers to any Third Party prior to the Closing in respect
of the Transactions shall have been duly made by the Sellers.


 


(e)           Conversion
of Company Ordinary Share Equivalents. All Company Ordinary Share Equivalents (other than existing Company Ordinary Shares
and Company Preferred Shares) shall have been converted into Company Ordinary Shares as of immediately prior to the Closing.


 


(f)           Company
Debt. The Company shall have settled its outstanding debts and other financial obligations to the reasonable satisfaction
of the Purchaser. Without prejudice to the foregoing, the Company shall satisfy the conditions set out in Section 6.08 immediately
before the Closing.


 


(g)          NASDAQ
Approval on Listing Application. The Purchaser shall have received NASDAQ’s approval on the listing application filed
by the Purchaser in connection with the Transactions including the Acquisition and, if applicable, the Reserve Share Split.


 


(h)          Reverse
Share Split. The Purchaser shall have obtained a special resolution of the Purchaser approving the reverse share split for
the Purchaser Shares which shall effect the proportional consolidation of the Purchaser Shares into a lower number of Purchaser
Shares (the “Reverse Share Split”) if the Reverse Share Split is necessary before the Closing in order to comply
with the NASDAQ listing requirement on the minimum share price.


 


(i)           Amendment
of the Memorandum and Articles of Association of the Purchaser. The Second Amended and Restated Memorandum and Articles of
Association of the Purchaser, as adopted by a special resolution on April 24, 2019, shall have been amended and restated
in the form reasonably satisfactory to the Purchaser and the Sellers, to reflect the Reverse Share Split (if it is necessary before
the Closing) and other terms to be amended or added as agreed between the Purchaser and the Sellers, including the agreements
under Section 6.09, Section 6.10 and Section 6.11.


 


(j)           Termination
of Shareholders Agreement. The amended and restated shareholders agreement by and among the Company and certain of its Subsidiaries
and shareholders dated November 30, 2020 and, to the extent not superceded by the foregoing, any other shareholders agreement
involving the Company shall have been duly terminated.


 


Section 7.03     Conditions
to the Obligations of the Sellers. The obligations of the Sellers to consummate the Acquisition are subject to the satisfaction
or waiver (where permissible under applicable Law) of the following additional conditions at or prior to the Closing Date:


 


(a)           Representations
and Warranties. Other than the representations and warranties of the Purchaser contained in Section 4.01, Section 4.02,
Section 4.03, Section 4.04 and Section 4.05, the representations and warranties of the Purchaser contained in this
Agreement (without giving effect to any qualification as to “materiality” or “Purchaser
Material Adverse Effect” set forth therein) shall be true and correct as of the date hereof and as of the Closing
Date, as though made on and as of such date and time (other than representations and warranties that by their terms address matters
only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations
and warranties of the Purchaser to be so true and correct do not, and would not be reasonably expected to, have a Purchaser Material
Adverse Effect, and (ii) the representations and warranties set forth in Section 4.01, Section 4.02, Section 4.03,
Section 4.04 and Section 4.05 shall be true and correct in all respects (except, solely with respect to Section 4.03(a) and
Section 4.03(b)), for de minimis inaccuracies) as of the date hereof and as of the Closing Date, as though made on
and as of such date and time (other than representations and warranties that by their terms address matters only as of a specified
time, which shall be true and correct only as of such time).


 






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(b)           Agreements
and Covenants. The Purchaser shall have performed or complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or prior to the Closing Date.


 


(c)           No
Material Adverse Effect. No Purchaser Material Adverse Effect shall have occurred since the date of this Agreement.


 


Section 7.04     Frustration
of Closing Conditions. Prior to the Termination Date, none of the Sellers or the Purchaser may rely on the failure of any
condition set forth in Article VII to be satisfied if such failure was caused by such Party’s failure to act in good
faith to comply with this Agreement and consummate the Transactions.


 


Article VIII


 


TERMINATION


 


Section 8.01     Termination
by Mutual Consent. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing
by mutual written consent of the Purchaser and the Sellers.


 


Section 8.02     Termination
by Either the Sellers or the Purchaser. This Agreement may be terminated by either all of the Sellers or the Purchaser prior
to the Closing, if:


 


(a)           The
Closing fails to occur on or prior to June 30, 2021 (the “Termination Date”); or


 


(b)           any
Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable
Order which, or taken any other final and non-appealable action that, has the effect of making consummation of the Transactions
illegal or otherwise preventing or prohibiting consummation of the Transactions;


 


provided, that the right to terminate
this Agreement pursuant to this Section 8.02 shall not be available to any Party whose failure to fulfill any of its obligations
under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.


 


Section 8.03     Termination
by the Sellers. This Agreement may be terminated by all of the Sellers at any time prior to the Closing, if a breach of any
representation, warranty, agreement or covenant of the Purchaser set forth in this Agreement shall have occurred, which breach
(i) would give rise to the failure of a condition set forth in Section 7.03 and, as a result of such breach, such condition
would not be capable of being satisfied prior to the Termination Date, and (ii) is incapable of being cured or, if capable
of being cured, is not cured by the Purchaser within thirty (30) days following receipt of written notice of such breach from
the Sellers (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the
Termination Date); provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 8.03
if the Sellers are then in material breach of any representations, warranties, agreements or covenants of the Sellers hereunder
that would give rise to the failure of a condition set forth in Section 7.02.


 


Section 8.04     Termination
by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Closing, if a breach of any representation,
warranty, agreement or covenant of the Sellers set forth in this Agreement shall have occurred, which breach (i) would give
rise to the failure of a condition set forth in Section 7.02 and as a result of such breach, such condition would not be
capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured,
is not cured by the Sellers within thirty (30) days following receipt of written notice of such breach from the Purchaser (or,
if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date);
provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.04 if
the Purchaser is then in material breach of any representations, warranties or covenants of the Purchaser hereunder that would
give rise to the failure of a condition set forth in Section 7.03.


 






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Section 8.05     Effect
of Termination. In the event of the termination of this Agreement pursuant to Article VIII, this Agreement shall forthwith
become void, and there shall be no liability under this Agreement on the part of any Party (or any Representative of such party);
provided that the terms of Section 6.01(c), Section 6.06, Articles VIII and IX shall survive any termination of this
Agreement.


 


Section 8.06     Indemnification.
Effective at and after the Closing, subject to the terms and conditions of this Section 8.06 and from and after the Closing
Date, the Sellers, jointly and severally, hereby agree to indemnify the Purchaser and each of its Affiliates and each of its and
their respective members, managers, partners, directors, officers, employees, shareholders, agents, successors and permitted assignees
(each of the foregoing, an “Indemnified Party”) against and hold each of them harmless from any and
all damage, loss and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses
in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties
hereto) (“Damages”) actually suffered by any Indemnified Party arising out of any misrepresentation
or breach of warranty or covenant in Section 3.07 and Section 6.08.


 


Section 8.07     Third
Party Claim Procedures.


 


(a)            Each
Indemnified Party agrees to give prompt notice in writing to the Sellers of the assertion of any claim or the commencement of
any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity
may be sought under such section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification
(taking into account the information then available to the Indemnified Party). The failure to so notify the Sellers shall not
relieve the Sellers of their obligations hereunder, except to the extent such failure shall have adversely prejudiced the Sellers.


 


(b)            The
Sellers shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in
this Section 8.07, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.


 


(c)            If
the Sellers shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎Section 8.07,
(i) the Sellers shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld)
before entering into any settlement of such Third Party Claim and (ii) the Indemnified Party shall be entitled to participate
in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of
such separate counsel shall be paid by the Indemnified Party.


 


(d)            Each
party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim
and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings,
hearings, trials or appeals, as may be reasonably requested in connection therewith.


 


Section 8.08     Direct
Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 8.06 against the Sellers
that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the
Sellers. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the
information then available to the Indemnified Party). The failure to so notify the Sellers shall not relieve the Sellers of their
obligations hereunder, except to the extent such failure shall have prejudiced the Sellers. If the Sellers have timely disputed
its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution
of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to Section 9.09.


 






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Article IX


 


GENERAL
PROVISIONS


 


Section 9.01     Non-Survival
of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any
certificate delivered pursuant hereto shall terminate at the earlier of the Closing and termination of this Agreement pursuant
to Article VIII, except that (i) the representations, warranties and agreements made in Section 3.07 and Section 6.08
shall survive the Closing for one (1) year, and (ii) this Section 9.01 shall not limit any covenant or agreement
of the Parties which by its terms contemplates performance after the Clsing or termination of this Agreement, including the agreements
set forth in Article I and Article II, Section 6.09, Section 6.10, Section 6.11 and this Article IX.


 


Section 9.02     Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by facsimile, by electronic mail, or by international overnight
courier to the respective parties at the following addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 9.02):


 


if to the Purchaser:


 


4/F, Tower D, Building
15


No. 5 Jiangtai
Road


Chaoyang District, Beijing


People’s Republic
of China


Attention: Lucy Yang


E-mail: lucy.yang@kaixin.com


 


if to the Sellers:


 


12/F, Tower B, Fudun Centre


58 East Third Riing South Road


Chaoyang District, Beijing


People’s Republic of China


Attention: Mingjun Lin


Email: linmingjun@vip.qq.com


 


Section 9.03     Certain
Definitions.


 


(a)            For
purposes of this Agreement:


 


“Affiliate”
of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with, such specified person.


 


“Anticorruption
Law” means Laws relating to anti-bribery or anticorruption (governmental or commercial), which apply to the business
and dealings of any Group Company, including the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, the Interim
Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15,
1996, the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010, as amended from time to time.


 






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“Available
Cash” means all cash, cash equivalents and amounts under short term investments and time deposits with maturities
less than 363 days as of any relevant time of determination, of the Company and its Subsidiaries on a consolidated basis in one
or more bank accounts of the Company or its Subsidiaries, net of issued but uncleared checks and drafts, in each case, as of the
Closing Date.


 


“Business
Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or,
in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New
York, Hong Kong, the Cayman Islands or Beijing, PRC.


 


“Company
Debt” means (a) all indebtedness for borrowed money, and (b) all obligations evidenced by notes, bonds,
debentures or other similar instruments of the Company and its Subsidiaries.


 


“Company
Employee Plan” means any plan, program, policy, practice, Contract or other arrangement providing for compensation,
severance, termination pay, deferred compensation, performance awards, share or share-related awards, fringe benefits or other
employee benefits or remuneration of any kind, whether written, unwritten or otherwise, that is or has been maintained, contributed
to or required to be contributed to by any Group Company for the benefit of any current or former employee, director or officer
of such Group Company, other than any employment Contract or compensatory agreement with a current or former employee, director
or officer which is not maintained for the benefit of any group or class of employees.


 


“Company
IT Assets” means all software, systems, servers, computers, hardware, firmware, middleware, networks, data, data
communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation
owned by or licensed, pursuant to valid and enforceable license agreements, to the Company and its Subsidiaries.


 


“Company
Material Adverse Effect” means any fact, event, circumstance, change, condition or effect that, individually or
in the aggregate with all other facts, events, circumstances, changes, conditions and effects, is or would reasonably be expected
to have a material adverse effect on the business, financial condition, or results of operations of the Company and its Subsidiaries
taken as a whole; provided, however, that in no event shall any of the following, either alone or in combination,
constitute, or be taken into account in determining whether there has been or would be, a Company Material Adverse Effect: (i) geopolitical
conditions, any outbreak or escalation of war or major hostilities or any act of sabotage or terrorism or natural or man-made
disasters, epidemic or pandemic (including without limitation to COVID-19), or other force majeure events, (ii) changes in
Laws, GAAP or enforcement or interpretation thereof, in each case proposed, adopted or enacted after the date of this Agreement,
(iii) changes or conditions that generally affect the industry and market in which the Company and its Subsidiaries operate,
(iv) changes in the financial, credit or other securities or capital markets, or in general economic, business, regulatory,
legislative or political conditions, including changes in interest rates and foreign exchange rates, or (v) the announcement,
pendency or consummation of the Transactions or the identity of the Purchaser or its Affiliates, including any loss in respect
of or change in relationship with any customer, supplier, employee, vendor, or other business partner of the Company or the initiation
of litigation or other legal proceeding relating to this Agreement or the Transactions, (vii) any action taken by the Company
or any of its Subsidiaries at the written request, or with the written consent, of the Purchaser or expressly required by this
Agreement; except, in the case of clause (ii), (iii) or (iv), to the extent having a materially disproportionate effect on
the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its
Subsidiaries operates (in which case the incremental materially disproportionate impact or impacts may be taken into account in
determining whether there has been a Company Material Adverse Effect).


 


“Company
Ordinary Share Equivalents” means, collectively, (a) Company Ordinary Shares, (b) Company Preferred Shares,
(c) convertible bonds, options, warrants or other securities that are directly or indirectly convertible into, exercisable
for or exchangeable for Company Shares, and (d) other Company Debt or other liabilities intended to be restructured and become
convertible into Company Shares, in each case outstanding as of immediately prior to the Closing, and excluding any Equity Securities
of the Company owned by the Company as treasury shares.


 






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“Company
Shares” means the Company Ordinary Shares and the Company Preferred Shares.


 


“Contract”
means any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instruments.


 


“control”
(including the terms “controlled by” and “under common control with”) means
the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or
executor, by contract or credit arrangement or otherwise.


 


“Environmental
Laws” means any applicable PRC national, provincial or local Law, U.S. federal, state or local Law or applicable
Laws of any other jurisdiction, relating to (a) pollution, (b) the protection of human health and safety (including
workplace health and safety) or the environment, including, without limitation, the storage, use, transport or disposal of solid
and hazardous waste, discharges of substances to surface water or groundwater, air emissions, recordkeeping, notification, disclosure
and reporting requirements respecting Hazardous Substances, and all Laws relating to endangered or threatened species of fish,
wildlife and plants and the management or use of natural resources, and (c) the handling, use, transportation, disposal,
release or threatened release of any Hazardous Substance.


 


“Equity
Securities” shall mean any share, capital stock, registered capital, partnership, member or similar interest in
any entity and any option, warrant, right or security convertible, exchangeable or exercisable therefor or any other instrument
or right the value of which is based on any of the foregoing.


 


“Exercise
Price” means, with respect to any any Purchaser Option, the applicable exercise price per Share underlying such
Purchaser Option.


 


“Expenses”
means, with respect to any Party, all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants,
investment banking firms and other financial institutions, experts and consultants to such party and its Affiliates) actually
incurred or accrued by such Party or its Affiliates or on its or their behalf or for which it or they are liable in connection
with or related to the authorization, preparation, negotiation, execution and performance of the Transactions, the filing of any
required notices under applicable Laws (including those related to Requisite Regulatory Approvals) and all other matters related
to the closing of the Acquisition and the other Transactions.


 


“Government
Official” means any officer, employee or other individual acting in an official capacity for a Governmental Authority
or agency or instrumentality thereof (including any state-owned or controlled enterprise).


 


“Group
Company” means any of the Company and its Subsidiaries.


 


“Hazardous
Substance” means any materials, chemicals, pollutants, contaminants, wastes, toxic or hazardous substances, including
without limitation (a) those listed, classified or regulated under any Environmental Law as hazardous substance, toxic substance,
pollutant, contaminant or oil, (b) those that can cause harm to living organisms, human welfare, or the environment, (c) those
whose presence, handling, or management requires registration, authorization, investigation or remediation under Environmental
Laws and (d) any petroleum product or by product, asbestos containing material, polychlorinated biphenyl, radioactive material,
lead, pesticides, natural gas and nuclear fuel.


 






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“Indebtedness”
means, with respect to any person, (a) all indebtedness of such person, whether or not contingent, for borrowed money, (b) all
obligations of such person for the deferred purchase price of property or services, (c) all obligations of such person evidenced
by notes, bonds, debentures or other similar instruments, (d) all obligations of such person under currency, interest rate
or other swaps, and all hedging and other obligations of such person under other derivative instruments, (e) all indebtedness
created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person
(even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession
or sale of such property), (f) all obligations of such person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases, (g) all obligations, contingent or otherwise, of such person under acceptance, letter
of credit or similar facilities, (h) all obligations of such person to purchase, redeem, retire, defease or otherwise acquire
for value any share capital of such person or any warrants, rights or options to acquire such share capital, valued, in the case
of redeemable preferred shares, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (i) all Indebtedness of others referred to in clauses (a) through (h) above guaranteed directly or indirectly
in any manner by such person, and (j) all Indebtedness referred to in clauses (a) through (h) above secured by
(or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Liens on property
(including accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the
payment of such Indebtedness.


 


“Intellectual
Property” means all rights, anywhere in the world, in or to: (a) patents, patent applications (and any patents
that issue from those patent application), certificates of invention, substitutions relating to any of the patents and patent
applications, utility models, inventions and discoveries, statutory invention registrations, mask works, invention disclosures,
industrial designs, community designs and other designs, and any other governmental grant for the protection of inventions or
designs; (b) Trademarks; (c) works of authorship (including software) and copyrights, and moral rights, design rights
and database rights therein and thereto, whether or not registered; (d) confidential and proprietary information, including
trade secrets, know-how and invention rights; and (e) registrations, applications, renewals, reissues, reexaminations, continuations,
continuations-in-part, divisions, extensions, and foreign counterparts for any of the foregoing in clauses (a)-(c).


 


“knowledge”
means, with respect to each of the Sellers and the Purchaser, the knowledge, after due inquiry, of any director or executive officer
of such Party.


 


“Leased
Real Property” shall mean all material leasehold or subleasehold estates and other rights to use or occupy any land,
buildings, structures, improvements, fixtures or other interest in real property held by any Group Company or any Purchaser Group
Company, as the case may be.


 


“Leases”
shall mean all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions,
renewals, guarantees and other agreements with respect thereto, pursuant to which any Group Company or any Purchaser Group Company,
as the case may be, holds any Leased Real Property, including the right to all security deposits and other amounts and instruments
deposited by or on behalf of any Group Company or any Purchaser Group Company, as the case may be.


 


“Liens”
means any security interest, pledge, hypothecation, mortgage, lien (including environmental and Tax liens), violation, charge,
lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant,
condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise
of any attributes of ownership.


 


“Owned
Real Property” shall mean all material real property and interests in real property, land use rights together with
all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant
thereto, owned by any Group Company or any Purchaser Group Company, as the case may be.


 


“Purchaser
Board” means the board of directors of the Purchaser.


 


“Purchaser
Debt” means (a) all indebtedness for borrowed money, and (b) all obligations evidenced by notes, bonds,
debentures or other similar instruments of the Purchaser and its Subsidiaries.


 






    38


     


    

 


“Purchaser
Employee Plan” means any plan, program, policy, practice, Contract or other arrangement providing for compensation,
severance, termination pay, deferred compensation, performance awards, share or share-related awards, fringe benefits or other
employee benefits or remuneration of any kind, whether written, unwritten or otherwise, that is or has been maintained, contributed
to or required to be contributed to by any Purchaser Group Company for the benefit of any current or former employee, director
or officer of such Purchaser Group Company, other than any employment Contract or compensatory agreement with a current or former
employee, director or officer which is not maintained for the benefit of any group or class of employees.


 


“Purchaser
Equity Incentive Plan” means the 2019 Equity Incentive Plan and the 2020 Equity Incentive Plan of the Purchaser
and all amendments and modifications thereto.


 


“Purchaser
Group Company” means any of the Purchaser and its Subsidiaries.


 


“Purchaser
IT Assets” means all software, systems, servers, computers, hardware, firmware, middleware, networks, data, data
communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation
owned by or licensed, pursuant to valid and enforceable license agreements, to the Purchaser and its Subsidiaries.


 


“Purchaser
Material Adverse Effect” means any fact, event, circumstance, change, condition or effect that, individually or
in the aggregate with all other facts, events, circumstances, changes, conditions and effects, is or would reasonably be expected
to have a material adverse effect on the business, financial condition, or results of operations of the Purchaser and its Subsidiaries
taken as a whole; provided, however, that in no event shall any of the following, either alone or in combination,
constitute, or be taken into account in determining whether there has been or would be, a Purchaser Material Adverse Effect: (i) geopolitical
conditions, any outbreak or escalation of war or major hostilities or any act of sabotage or terrorism or natural or man-made
disasters, epidemic or pandemic (including without limitation to COVID-19), or other force majeure events, (ii) changes in
Laws, GAAP or enforcement or interpretation thereof, in each case proposed, adopted or enacted after the date of this Agreement,
(iii) changes or conditions that generally affect the industry and market in which the Purchaser and its Subsidiaries operate,
(iv) changes in the financial, credit or other securities or capital markets, or in general economic, business, regulatory,
legislative or political conditions, including changes in interest rates and foreign exchange rates, (v) any failure, in
and of itself, of the Purchaser and its Subsidiaries to meet any internal or published projections, estimates, budgets, plans
or forecasts of revenues, earnings or other financial performance measures or operating statistics or predictions or changes in
the market price or trading volume of the securities of such person or the credit rating of such person (it being understood that
the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there
has been a Purchaser Material Adverse Effect if such facts are not otherwise excluded under this definition), (vi) the announcement,
pendency or consummation of the Transactions or the identity of the Company or its Affiliates, including any loss in respect of
or change in relationship with any customer, supplier, employee, vendor, or other business partner of the Purchaser or the initiation
of litigation or other legal proceeding relating to this Agreement or the Transactions, (vii) any action taken by the Purchaser
or any of its Subsidiaries at the written request, or with the written consent, of the Company or expressly required by this Agreement,
or (viii) any suit, claim, request for indemnification or proceeding brought by any current or former shareholder of the
Purchaser (on their own behalf or on behalf of the Purchaser) for breaches of fiduciary duties, violations of the securities Laws
or otherwise in connection with this Agreement or the Transactions; except, in the case of clause (ii), (iii) or (iv), to
the extent having a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other
participants in the industry in which the Purchaser and its Subsidiaries operates (in which case the incremental materially disproportionate
impact or impacts may be taken into account in determining whether there has been a Purchaser Material Adverse Effect).


 


“Purchaser
Option” means each option to purchase Purchaser Shares and each restricted share or restricted share unit exchangeable
for Purchaser Shares, granted under the Purchaser Equity Incentive Plan on or prior to the Closing Date whether or not such option,
restricted share or restricted share unit has become vested on or prior to the Closing Date in accordance with the terms thereof.


 






    39


     


    

 


“Purchaser
Ordinary Share Equivalents” means, collectively, (a) Purchaser Shares, (c) convertible bonds, options,
warrants or other securities that are directly or indirectly convertible into, exercisable for or exchangeable for Purchaser Shares,
and (c) Purchaser Debt or other liabilities intended to be restructured and become convertible into Purchaser Shares, in
each case outstanding as of immediately prior to the Closing, and excluding any Equity Securities of the Purchaser owned by the
Purchaser as treasury shares.


 


“Permitted
Liens” shall mean (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed
in policies of title insurance; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory
Liens arising or incurred in the ordinary course of business for amounts (A) that are not delinquent, (B) that are not
material to the business, operations and financial condition of any Group Company or any Purchaser Group Company, as applicable,
so encumbered, either individually or in the aggregate, and (C) that are not resulting from a breach, default or violation
by any Group Company or any Purchaser Group Company, as applicable, of any Contract or Law; and (iii) Liens for Taxes not
yet due and payable or which are being contested in good faith by appropriate proceedings (and for which adequate accruals or
reserves have been established in accordance to GAAP).


 


“person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a
 “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity
or government, political subdivision, agency or instrumentality of a government.


 


“Preferred
Shares Conversion Ratio” with respect to each Company Preferred Share means the conversion ratio equal to the number
of Company Ordinary Shares convertible from such Company Preferred Share, as adjusted based on the articles of association of
the Company and the relevant resolutions, consents and waivers.


 


“RMB”
means Renminbi, the lawful currency of the PRC.


 


“SEC””
means the U.S. Securities and Exchange Commission.


 


“Subsidiary”
means, with respect to any party, any person (x) of which such party or any other Subsidiary of such party is a general or
managing partner, (y) of which at least a majority of the securities (or other interests having by their terms ordinary voting
power to elect a majority of the board of directors or other performing similar functions with respect to such corporation or
other organization) is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or
by such party and one or more of its Subsidiaries or (z) whose assets and financial results are consolidated with the net
earnings of such party and are recorded on the books of such party for financial reporting purposes in accordance with GAAP.


 


“Taxes”
means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority or taxing
authority, including taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts,
occupation, property, real estate, deed, land use, sales, use, capital stock, payroll, severance, employment (including withholding
obligations imposed on employer/payer), social security, workers’ compensation, unemployment compensation or net worth;
taxes or other charges in the nature of excise, withholding (as payor or payee), ad valorem, stamp, transfer, value-added or gains
taxes; license, registration and documentation fees; and customers’ duties, tariffs and similar charges.


 


“Third
Party” means any person or “group” (as defined under Section 13(d) of the Exchange
Act) of persons, other than the Purchaser or any of its Affiliates or Representatives.


 


“Trademarks”
means trademarks, service marks, logos, slogans, brand names, domain names, uniform resource locators, trade dress, trade names,
corporate names, geographical indications and other identifiers of source or goodwill, including the goodwill symbolized thereby
or associated therewith, in any and all jurisdictions, whether or not registered.


 






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“Trading
Day” means a day on which trading in the Purchaser Shares (or other Equity Security of the Purchaser for which a
closing sale price must be determined) generally occurs on the NASDAQ.


 


“Transaction
Documents” means this Agreement and the other agreements or documents required to be executed and/or delivered by
any Party in connection with the execution of this Agreement or the consummation of the Transactions.


 


(b)           The
following terms have the meaning set forth in the Sections set forth below:


 


	Defined Term	 	Location
                                         of Definition	 
	Action	 	Section 4.09	 
	Agreement	 	Preamble	 
	Acquisition	 	Recitals	 
	Bankruptcy and Equity Exception	 	Section 3.04	 
	CEO	 	Section 6.09	 
	Closing	 	Section 2.01(a)	 
	Closing Date	 	Section 2.01(a)	 
	Company	 	Recitals	 
	Company Intellectual Property	 	Section 3.13(a)	 
	Company Material Contracts	 	Section 3.16	 
	Company Ordinary Share(s)	 	Section 3.03(a)	 
	Company Preferred Share(s)	 	Section 3.03(a)	 
	Company Series A Preferred
    Shares	 	Section 3.03(a)	 
	Company Series A-1 Preferred
    Shares	 	Section 3.03(a)	 
	Consideration Shares	 	Section 1.01	 
	Damages	 	Section 8.06	 
	Environmental Permits	 	Section 3.17	 
	Exchange Act	 	Section 4.05(b)	 
	GAAP	 	Section 3.07(a)	 
	Governmental Authority	 	Section 3.05(b)	 
	HKIAC Rules	 	Section 9.09(b)	 
	Indemnified Party	 	Section 8.06	 
	Kaixin Assets Committee	 	Section 6.10	 
	Law	 	Section 3.05(a)	 
	Material Company Permits	 	Section 3.06(a)	 
	Material Purchaser Permits	 	Section 3.06(a)	 
	Mr. Lin	 	Section 6.09	 
	NASDAQ	 	Section 4.05(b)	 
	Order	 	Section 7.01(a)	 
	Purchaser	 	Preamble	 
	Purchaser Intellectual Property	 	Section 3.13(a)	 
	Purchaser Material Contracts	 	Section 4.16	 
	Purchaser SEC Reports	 	Section 4.07(c)	 
	Party(ies)	 	Preamble	 
	PRC	 	Section 3.06(a)	 
	Pre-Acquisition Assets	 	Section 6.10	 
	Pre- Acquisition Liabilities	 	Section 6.10	 
	Purchaser Share(s)	 	Section 4.03(a)	 
	Purchaser Preferred Share	 	Section 4.03(a)	 
	Renren	 	Section 6.09	 
	Representatives	 	Section 6.01(a)	 
	Requisite Regulatory Approvals	 	Section 4.05(b)	 
	Reverse Share Split	 	Section 7.02(h)	 



 






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	Defined Term	 	Location
                                         of Definition	 



	SAFE	 	Section 3.06(a)	 
	SAFE Rules and Regulations	 	Section 3.06(d)	 
	Sale Shares	 	Section 1.01	 
	Securities Act	 	Section 4.07(c)	 
	Seller(s)	 	Preamble	 
	Takeover Statute	 	Section 3.19	 
	Termination Date	 	Section 8.02(a)	 
	Third Party Claim	 	Section 8.07	 
	Trade Secrets	 	Section 3.13(f)	 
	Transactions	 	Section 3.04	 



 


Section 9.04     Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or
public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the Transactions is not affected in any manner adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner
in order that the Transactions be consummated as originally contemplated to the fullest extent possible.


 


Section 9.05     Interpretation.
When a reference is made in this Agreement to a Section, Article or Exhibit such reference shall be to a Section, Article or
Exhibit of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in
any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require.
Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning set forth in this Agreement.
All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
herein. The word “including” and words of similar import when used in this Agreement will mean “including,
without limitation,” unless otherwise specified. The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such
term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case
of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes
and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted
successors and assigns. References to clauses without a cross-reference to a Section or subsection are references to clauses
within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise
specified, from and including or through and including, respectively. The symbol “US$” refers to United
States Dollars. All US$ amounts used in this Agreement include the equivalent amount denominated in other currencies. The word
 “extent” in the phrase “to the extent” means the degree to which a subject
or other thing extends and such phrase shall not mean simply “if.” References to “day”
shall mean a calendar day unless otherwise indicated as a “Business Day.”


 


Section 9.06     Entire
Agreement; Assignment. This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof (for the avoidance of doubt, including the binding
term sheet by and between the Company and the Purchaser dated on or about November 3, 2020. This Agreement shall not be assigned
(whether pursuant to a merger, by operation of law or otherwise). Any purported assignment in violation of this Section 9.06
is void.


 






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Section 9.07     Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement; provided, however, that in no event shall any holders of Company Shares, in each case in
their capacity as such, have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding
anything to the contrary herein, the Parties agree that Mr. Lin shall be able to enforce his rights under Section 6.09,
and Renren shall be able to enforce its rights under Section 6.09, Section 6.10 and Section 6.11.


 


Section 9.08     Specific
Performance.


 


(a)           Subject
to Section 9.08(b), the Parties agree that irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof by the parties, and that money damages or other legal remedies would not be
an adequate remedy for such damages. Accordingly, subject to Section 9.08(b), the Parties acknowledge and hereby agree that
in the event of any breach by the Sellers, on the one hand, or the Purchaser, on the other hand, of any of their respective covenants
or obligations set forth in this Agreement, the Sellers, on the one hand, or the Purchaser, on the other hand, shall each be entitled
to specific performance of the terms hereof (including the obligation of the parties to consummate the Acquisition, subject in
each case to the terms and conditions of this Agreement), including an injunction or injunctions to prevent breaches of this Agreement
by any party, in addition to any other remedy at law or equity.


 


(b)           Each
party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable
relief, including the defense that a remedy at law would be adequate, and (ii) any requirement under any Law to post a bond
or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable
relief. Notwithstanding anything herein to the contrary, (x) while the Parties may pursue a grant of specific performance,
neither the Purchaser, on the one hand, nor the Sellers, on the other hand, shall be permitted or entitled to receive both a grant
of specific performance that results in a Closing and payment of such amounts, and (y) upon the payment of such amounts,
the remedy of specific performance shall not be available against the party making such payment and, if such party is the Purchaser,
any other member of the Purchaser Group or, if such party is the Sellers, any Group Companies.


 


Section 9.09     Governing
Law; Dispute Resolution.


 


(a)           This
Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Hong Kong Special Administrative
Region without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction.


 


(b)           Any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Hong Kong International Arbitration
Center Administered Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration
is submitted in accordance with the HKIAC Rules. The HKIAC Rules are deemed to be incorporated by reference to this clause.
The tribunal shall be comprised of three arbitrators. the Purchaser, on one hand, and the Sellers, on the other hand, shall each
nominate one arbitrator and the third, who shall serve as president of the tribunal, shall be nominated by the party-nominated
arbitrators. The arbitration shall be conducted in English. Each Party irrevocably and unconditionally consents to such arbitration
as the sole and exclusive method of resolving any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, other than any proceedings to seek the remedies of specific performance as contemplated
by Section 9.08.


 


(c)           The
award of the arbitral tribunal shall be final and binding on the Parties. The Parties agree that they will not have recourse to
any judicial proceedings, in any jurisdiction whatsoever, for the purpose of seeking appeal, annulment, setting aside, modification
or any diminution or impairment of its terms or effect insofar as such exclusion can validly be made. Judgment upon any award
rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance
of the award and an order of enforcement, as the case may be.


 






    43


     


    

 


Section 9.10     Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.10.


 


Section 9.11     Amendment.
This Agreement may not be amended except by an instrument in writing signed by each of the Parties.


 


Section 9.12     Further
Assurances. Each Party agrees (a) to furnish upon request to each other such further information, (b) to execute
and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.


 


Section 9.13     Waiver.
At any time prior to the Closing, any Party may (i) extend the time for the performance of any obligation or other act of
any other Party, (ii) waive any inaccuracy in the representations and warranties of any other Party contained herein or in
any document delivered pursuant hereto and (iii) waive compliance with any agreement of any other Party or any condition
to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing
signed by the Party or Parties to be bound thereby. No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.


 


Section 9.14     Expenses.
Except as may be otherwise agreed in writing between the Purchaser and the Sellers, (i) if the Closing occurs and the Acquisition
is completed, all Expenses incurred in connection with this Agreement and the Transactions shall be borne and paid by the Purchaser,
and (ii) the Closing fails to occur and the Acquisition fails to be completed, all Expenses incurred in connection with this
Agreement and the Transactions shall be paid by the Party incurring such Expenses.


 


Section 9.15     Counterparts.
This Agreement may be executed and delivered (including by e-mail of PDF or scanned versions or facsimile transmission) in one
or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement.


 


[Remainder of Page Left Blank Intentionally]


 






    44


     


    

 


In
Witness Whereof, the Parties have caused this Agreement to be executed as of the date first written above by their
respective directors or officers thereunto duly authorized.


 


	 	KAIXIN AUTO HOLDINGS
	 	 	 
	 	By:	/s/
    James Liu             
	 	Name:	James Liu
	 	Title:	Director
	 	 	 
	 	YUNFEIYANG LIMITED
	 	 	 
	 	By:	/s/ Mingjun Lin
	 	Name:	Mingjun Lin
	 	Title:	Director
	 	 	 
	 	 	 
	 	QIANGQIANG LIMITED
	 	 	 
	 	By:	/s/ Yun Wu
	 	Name:	Yun Wu
	 	Title:	Director
	 	 	 
	 	AADD LIMITED
	 	 	 
	 	By:	/s/ Da An
	 	Name:	Da An
	 	Title:	Director
	 	 	 
	 	HJDXL LIMITED
	 	 	 
	 	By:	/s/ Xiaolei Ding
	 	Name:	Xiaolei Ding
	 	Title:	Director
	 	 	 
	 	DINGQIN LIMITED
	 	 	 
	 	By:	/s/ Shiqiong Hu
	 	Name:	Shiqiong Hu
	 	Title:	Director
	 	 	 
	 	WIRELESSROCK INC.
	 	 	 
	 	By:	/s/ Leilei Wang
	 	Name:	Leilei Wang
	 	Title:	Director



 


	 	RIGHT ADVANCE MANAGEMENT LIMITED
	 	 	 
	 	By:	/s/ Limei Wang          
	 	Name:	Limei Wang
	 	Title:	Director
	 	 	 
	 	FIT RUN LIMITED
	 	 	 
	 	By:	/s/ Jun Han
	 	Name:	Jun Han
	 	Title:	Director



 






    45


     


    

 




SCHEDULE I


 


SALE SHARES AND CONSIDERATION SHARES


 


	SHAREHOLDER	SALE
    SHARES	CONSIDERATION
    SHARES
	Yunfeiyang
    Limited	4,657,628 Company Shares

    (all of which are Company Ordinary Shares)	31,289,189
    Purchaser Shares
	Qiangqiang
    Limited	1,080,032 Company Shares
    

    (all of which are Company Ordinary Shares)	7,255,480
    Purchaser Shares
	FIT
    RUN LIMITED	1,078,930 Company Shares

    (including 584,512 Company Ordinary Shares and 494,418 Company Series A-1 Preferred Shares)	7,248,077
    Purchaser Shares
	Aadd
    Limited	1,077,828 Company Shares
    

    (all of which are Company Ordinary Shares)	7,240,673
    Purchaser Shares
	Wirelessrock
    Inc.	900,000 Company Shares 

    (all of which are Company Series A Preferred Shares)	6,046,054
    Purchaser Shares
	RIGHT
    ADVANCE MANAGEMENT LIMITED	900,000 Company Shares 

    (all of which are Company Series A Preferred Shares)	6,046,054
    Purchaser Shares
	Hjdxl
    Limited	800,000 Company Shares 

    (including 600,000 Company Ordinary Shares and 200,000 Company Series A Preferred Shares)	5,374,270
    Purchaser Shares
	DingQin
    Limited	526,316 Company Shares 

    (all of which are Company Series A-1 Preferred Shares)	3,535,705
    Purchaser Shares
	Total	11,020,734 Company Shares
    

    (including 8,000,000 Company Ordinary Shares, 2,000,000 Company Series A Preferred Shares and 1,020,734 Company Series A-1
    Preferred Shares)	74,035,502
    Purchaser Shares