Exhibit 10.1


 


 


 


 


 


 





 


 





 



 


SHARE
EXCHANGE AGREEMENT


 


by
and among


 


PLANET
GREEN HOLDINGS CORPORATION,

as the Parent,


 


JIAYI
TECHNOLIGIES (XIANNING) CO., LTD. 

as the Purchaser,


 


JILIN
CHUANGYUAN CHEMICAL CO., LTD.


as
the Company


 


and


 


THE
SHAREHOLDERS OF THE COMPANY NAMED HEREIN

as the Sellers


 




Dated
as of March 9, 2021


 





 



 






 


 


 


 


 





 


 







     


     


    

 





TABLE OF CONTENTS

 









	 	PAGE

	I.  the share exchange	1
	1.1. 	Purchase and Sale of Shares	1
	1.2. 	Consideration	1
	1.3. 	Company Shareholder Consent	2
	 	 	 
	Ii.  CLOSING	2
	2.1. 	Closing	2
	 	 	 
	III. 	representations and warranties of THE purchaser	2
	3.1. 	Due Organization and Good Standing	2
	3.2. 	Authorization; Binding Agreement	2
	3.3. 	Governmental Approvals	3
	3.4. 	Non-Contravention	3
	3.5. 	Capitalization	4
	3.6. 	SEC Filings and Purchaser Financials	4
	3.7. 	Absence of Certain Changes	5
	3.8. 	Actions; Orders; Permits	5
	3.9. 	Investment Company Act	5
	3.10.	 Finders and Brokers	5
	3.11.	 Ownership of Exchange Shares	6
	3.12. 	Independent Investigation	6
	 	 	 
	Iv.
    representations and warranties of THE COMPANY AND THE SELLER	6
	 	 
	4.1. 	Due Organization and Good Standing	6
	4.2. 	Authorization; Binding Agreement	7
	4.3. 	Capitalization	7
	4.4. 	Subsidiaries	8
	4.5. 	Governmental Approvals	9
	4.6. 	Non-Contravention	9
	4.7. 	Financial Statements	9
	4.8. 	Absence of Certain Changes	10
	4.9. 	Compliance with Laws	10
	4.10. 	Company Permits	10
	4.11. 	Litigation	11
	4.12. 	Material Contracts	11
	4.13. 	Intellectual Property	13
	4.14. 	Taxes and Returns	15
	4.15. 	Real Property	16
	4.16. 	Personal Property	16
	4.17. 	Title to and Sufficiency of Assets	16
	4.18. 	Employee Matters	17
	4.19. 	Benefit Plans	18
	4.20. 	Environmental Matters	19
	4.21. 	Transactions with Related Persons	20
	4.22.	 Insurance	20
	4.23. 	Top Customers and Suppliers	20
	4.24. 	Books and Records	21
	4.25. 	Loans Receivable	21
	4.26. 	Certain Business Practices	21
	4.27. 	Investment Company Act	22
	4.28. 	Finders and Investment Bankers	22
	4.29. 	Independent Investigation	22
	4.30. 	Information Supplied	22
	4.31. 	PRC Compliance	22
	4.32. 	Disclosure	23



 






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	v.
    representations and warranties of THE SELLERS	23
	 	 
	5.1. 	Due Organization and Good Standing	23
	5.2. 	Authorization; Binding Agreement	23
	5.3. 	Ownership	24
	5.4. 	Governmental Approvals	24
	5.5. 	Information Supplied	24
	5.6. 	No Litigation	24
	5.7. 	Investment Representations	25
	5.8. 	Finders and Investment Bankers	25
	5.9. 	Independent Investigation	25
	5.10. 	Information Supplied	26
	5.11. 	Disclosure	26
	 	 	 
	vI.
    COVENANTS	26
	 	 
	6.1. 	Access and Information	26
	6.2. 	Conduct of Business of the Company	27
	6.3. 	Conduct of Business of the Purchaser	29
	6.4.	 Annual and Interim Financial Statements	31
	6.5.	 Purchaser Public Filings	31
	6.6. 	No Solicitation	31
	6.7. 	No Trading	32
	6.8. 	Notification of Certain Matters	32
	6.9. 	Efforts	33
	6.10. 	Further Assurances	33
	6.11.	 Public Announcements	33
	6.13. 	Confidential Information	34
	6.14. 	Litigation Support	34
	6.15. 	Documents and Information	35
	6.17. 	Supplemental Disclosure Schedules	35
	6.18. 	SOX 404(b) Compliance	35
	 	 	 
	vIi.
    survival and indemnification	36
	 	 
	7.1. 	Survival	36
	7.2.	Indemnication
by the Sellers	36
	7.3. 	Limitations and General Indemnification Provisions	36
	7.4. 	Indemnification Procedures	37
	 	 	 
	VIII.
    Closing conditions	38
	 	 
	8.1. 	Conditions of Each Party’s Obligations	38
	8.2. 	Conditions to Obligations of the Company and the Sellers	38
	8.3. 	Conditions to Obligations of the Purchaser	39
	8.4.	 Frustration of Conditions	41


 






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	Ix.
    TERMINATION AND EXPENSES	41
	 	 
	9.1.	 Termination	41
	9.2. 	Effect of Termination	42
	9.3. 	Fees and Expenses	42
	9.4.	 Termination Fee	42
	 	 	 
	x.
    WAIVERS and releases	43
	 	 
	10.1. 	Release and Covenant Not to Sue	43
	 	 	 
	xI.
    MISCELLANEOUS	43
	 	 
	11.1. 	Notices	43
	11.2. 	Binding Effect; Assignment	44
	11.3. 	Third Parties	44
	11.4. 	Arbitration	44
	11.5. 	Governing Law; Jurisdiction	45
	11.6. 	WAIVER OF JURY TRIAL	45
	11.7. 	Specific Performance	45
	11.8. 	Severability	45
	11.9. 	Amendment	45
	11.10.	 Waiver	46
	11.11. 	Entire Agreement	46
	11.12.	 Interpretation	46
	11.13. 	Counterparts	46
	 	 	 
	xII.
    DEFINITIONS	47
	 	 
	12.1. 	Certain Definitions	47
	12.2. 	Section References	47


  


INDEX
OF EXHIBITS


 





	Exhibit	 	Description
	Exhibit A	 	Form of Non-Competition Agreement
	Exhibit B	 	Form of Lock-Up Agreement


 






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SHARE
EXCHANGE AGREEMENT 


 


This
Share Exchange Agreement (this “Agreement”) is made and entered into as of March 9, 2021 by and among
(i) Planet Green Holdings Corporation, a corporation incorporated in the State of Nevada (the “Parent”),
(ii) Jiayi Technologies (Xianning) Co., Ltd. (the “Purchaser”), a limited liability company registered
in the People’s Republic of China, (iii) Jilin Chuangyuan Chemical Co., Ltd., a limited liability company registered
in the People’s Republic of China (the “Company”, Company and its subsidiaries are hereinafter
referred as “Target Company”) and (iv) each of the shareholders of the Company (collectively, the “Sellers”).
The Parent, the Purchaser, the Company and the Sellers are sometimes referred to herein individually as a “Party”
and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings
ascribed to such terms in Article XII hereof.


 


RECITALS:


 


WHEREAS,
the Sellers collectively own 100% of the issued and outstanding shares and other equity interests in or of the Company;


 


WHEREAS,
the Company is a company registered as a limited liability company in Meihekou City, Jilin Province, China;


 


WHEREAS,
the Company researches, develops and manufactures formaldehyde, urea formaldehyde adhesive, methylal and clean fuel products and
sells such products in China;


 


WHEREAS,
the Purchaser is a 100% owned subsidiary of the Parent; and


 


WHEREAS,
the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, 75% of the issued and outstanding
shares and any other equity interests in or of the Company in exchange for newly issued Parent Shares, subject to the terms and
conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally
bound hereby, the Parties hereto agree as follows:


 


Article
I

THE SHARE EXCHANGE


 


1.1 Purchase
and Sale of Shares. At the Closing and subject to and upon the terms and conditions of this Agreement, the Sellers shall sell,
transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers,
shares and other equity interests of the Company representing 75% of the total equity voting capital stock (collectively, the
“Purchased Shares”), free and clear of all Liens (other than potential restrictions on resale under
applicable securities Laws).


 


1.2 Consideration.
At the Closing and subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the
Parent shall issue and deliver to the Sellers an aggregate of 3,300,000 Parent Shares (the “Exchange Shares”).
Each Seller shall receive its pro rata share of the Exchange Shares based on the percentage of Purchased Shares owned and sell
by such Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s
“Pro Rata Share”). Notwithstanding anything to the contrary contained herein, no fraction of a Parent
Share will be issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who
would otherwise be entitled to a fraction of a Parent Share (after aggregating all fractional Parent Shares that would otherwise
be received by such Person) shall instead have the number of Parent Shares issued to such Person rounded down in the aggregate
to the nearest whole Parent Share.


 






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1.3 Company
Shareholder Consent. Each Seller, as a shareholder of the Company, hereby approves, authorizes and consents to the Company’s
execution and delivery of this Agreement and the Ancillary Documents to which it is or is required to be a party or otherwise
bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions
contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall
constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution
of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which any Seller is a party
and all applicable Laws.


 


Article
II

CLOSING


 


2.1 Closing.
Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of the Parent, on the
second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived at 10:00
a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the
Closing is actually held being the “Closing Date”).


 


Article
III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT


 


Each
of the Purchaser and, where specified, the Parent represents and warrants to the Company, as of the date hereof and as of the
Closing as follows:


 


3.1 Due
Organization and Good Standing. The Purchaser is a company duly incorporated, validly existing and in good standing under
the Laws of China. The Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the
State of Nevada, United States of America. Each of the Purchaser and the Parent has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Purchaser and the Parent
is duly qualified or licensed and in good standing to conduct business in each jurisdiction in which the character of the property
owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,
except for any deviations from any of the foregoing that would not reasonably be expected to have a Material Adverse Effect on
the Purchaser or the Parent. Each of the Purchaser and the Parent has heretofore made available to the Company accurate and complete
copies of the Organizational Documents of the Purchaser and the Parent, respectively, as currently in effect.


 


3.2 Authorization;
Binding Agreement. Each of the Purchaser and the Parent has all requisite corporate power and authority to execute and deliver
this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s and the Parent’s, respectively,
obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery
of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby
and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser and the Parent, respectively,
and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser or the
Parent, respectively, are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which
it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document
to which the Purchaser or the Parent is a party shall be when delivered, duly and validly executed and delivered by the Purchaser
or the Parent, respectively, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary
Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation
of the Purchaser and the Parent, respectively, enforceable against the Purchaser or the Parent, respectively, in accordance with
its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization
and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by
any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies
or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may
be sought (collectively, the “Enforceability Exceptions”).


 






    2


     


    

 


3.3 Governmental
Approvals. No Consent of or with any Governmental Authority, on the part of the Purchaser or the Parent is required to be
obtained or made in connection with the execution, delivery or performance by the Purchaser or the Parent of this Agreement and
each Ancillary Document to which it is a party or the consummation by the Purchaser or the Parent of the transactions contemplated
hereby and thereby, other than (a) such filings as may be required in any jurisdiction where the Purchaser or the Parent is qualified
or authorized to conduct business as a foreign corporation in order to maintain such qualification or authorization, (b) such
filings as contemplated by this Agreement, (c) any filings required with NYSE with respect to the transactions contemplated by
this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky”
securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make
such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on the Purchaser.


 


3.4 Non-Contravention.
The execution and delivery by the Purchaser or the Parent of this Agreement and each Ancillary Document to which it is a party,
the consummation by the Purchaser or the Parent of the transactions contemplated hereby and thereby, and compliance by the Purchaser
or the Parent with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser’s
or the Parent’s, respectively, Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities
referred to in Section 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict
with or violate any Law, Order or Consent applicable to the Purchaser or the Parent, or any of their properties or assets, or
(c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification
of, (iv) accelerate the performance required by the Purchaser or the Parent under, (v) result in a right of termination or acceleration
under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien
upon any of the properties or assets of the Purchaser or the Parent under, (viii) give rise to any obligation to obtain any third
party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy,
claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate
or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Parent Material
Contract, respectively, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected
to have a Material Adverse Effect on the Purchaser.


 






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3.5 Capitalization.


 


(a) The
Parent is authorized to issue (i) 200,000,000 Parent Shares and (ii) 5,000,000 preferred shares, par value $0.001 per share. All
outstanding Parent Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation
of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision
of the NRS, the Parent Charter or any Contract to which the Parent is a party. None of the outstanding Parent Shares has been
issued in violation of any applicable securities Laws.


 


(b) Prior
to giving effect to the transactions contemplated by this Agreement, except as set forth in the SEC Reports, the Parent does not
have any Subsidiaries or own any equity interests in any other Person.


 


(c) Except
as set forth in the SEC Reports, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive
or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or
exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or
commitments of any character (A) relating to the issued or unissued shares of the Parent, or (B) obligating the Parent to issue,
transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities
convertible into or exchangeable for such shares, or (C) obligating the Parent to grant, extend or enter into any such option,
warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than as expressly
set forth in this Agreement, or in the SEC Reports, there are no outstanding obligations of the Parent to repurchase, redeem or
otherwise acquire any shares of the Parent or to provide funds to make any investment (in the form of a loan, capital contribution
or otherwise) in any Person. Except as set forth in the SEC Reports, there are no shareholders agreements, voting trusts or other
agreements or understandings to which the Parent is a party with respect to the voting of any shares of the Parent.


 


(d) [Intentionally
Omitted.]


 


(e) Since
January 1, 2019, and except as contemplated by this Agreement or disclosed in the SEC Reports, the Parent has not declared or
paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its
shares, and the Parent’s board of directors has not authorized any of the foregoing.


 





3.6 SEC
Filings and Parent Financials.


 


(a) The
Parent, since January 1, 2019, has filed all forms, reports, schedules, statements, registration statements, prospectuses and
other documents required to be filed or furnished by the Parent with the SEC under the Securities Act and/or the Exchange Act,
together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s
web site through EDGAR, the Parent has delivered to the Company and the Sellers copies in the form filed with the SEC of all of
the following: (i) the Parent’s Annual Reports on Form 10-K for each fiscal year of the Parent beginning with the year ended
December 31, 2019, (ii) the Parent’s Quarterly Reports on Form 10-Q for each fiscal quarter that the Parent filed such reports
to disclose its quarterly financial results in each of the fiscal years of the Parent referred to in clause (i) above, (iii) all
other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by the
Parent with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration
statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through
EDGAR, are, collectively, the “SEC Reports”) and (iv) all certifications and statements required by
(A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report
referred to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports (y) were
prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case
may be, and the rules and regulations thereunder and (z) did not, as of their respective effective dates (in the case of SEC Reports
that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with
the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used
in this Section 3.6, the term “file” shall be broadly construed to include any manner permitted by SEC
rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of
the date of this Agreement, (A) the Parent Shares are listed on NYSE, (B) the Parent has not received any written deficiency notice
from NYSE relating to the continued listing requirements of the Parent Shares, (C) there are no Actions pending or, to the Knowledge
of the Parent, threatened against the Parent with respect to any intention by such entity to suspend, prohibit or terminate the
quoting of the Parent Shares on NYSE and (D) the Parent Shares are in compliance with all of the applicable listing and corporate
governance rules of NYSE.


 






    4


     


    

 


(b) The
financial statements and notes contained or incorporated by reference in the SEC Reports (the “Parent Financials”),
fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity,
and cash flows of the Parent at the respective dates of and for the periods referred to in such financial statements, all in accordance
with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation
S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the
case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).


 


(c) Except
as and to the extent reflected or reserved against in the Parent Financials, the Parent has not incurred any Liabilities or obligations
of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on
or provided for in the Parent Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance
with GAAP that have been incurred since January 1, 2019 in the ordinary course of business.


 


3.7 Absence
of Certain Changes. As of the date of this Agreement, the Parent has, since September 30, 2020, not received a notice of a
Material Adverse Effect.


 


3.8 Actions;
Orders; Permits. There is no pending or, to the Knowledge of the Parent, threatened Action to which the Parent is subject
which would reasonably be expected to have a Material Adverse Effect on the Parent. There is no material Action that the Parent
has pending against any other Person. The Parent is not subject to any material Orders of any Governmental Authority, nor are
any such Orders pending. The Parent holds all Permits necessary to lawfully conduct its business as presently conducted, and to
own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold
such Permit or for such Permit to be in full force and effect would not reasonably be expected to have a Material Adverse Effect
on the Parent.


 


3.9 Investment
Company Act. The Parent is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of
1940, as amended.


 


3.10 Finders
and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
from the Parent, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Parent.


 






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3.11 Ownership
of Exchange Shares. All Exchange Shares issued and delivered in accordance with Article I to the Seller shall be, upon
issuance and delivery of such Exchange Shares, fully paid and non-assessable, free and clear of all Liens, other than restrictions
arising from applicable securities Laws, the Lock-Up Agreement, and any Liens incurred by Seller, and the issuance and sale of
such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.


 


3.12 Independent
Investigation. The Parent has conducted its own independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the Target Companies, and acknowledge that it has been
provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the
Target Companies for such purpose. The Parent acknowledges and agrees that: (a) in making its decision to enter into this Agreement
and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations
and warranties of the Company and the Seller set forth in Article IV and Article V (including the related portions
of the Company Disclosure Schedules and any Supplemental Disclosure Schedules provided by the Company or the Seller); and (b)
none of the Company, the Seller or their respective Representatives have made any representation or warranty as to the Target
Companies, the Seller or this Agreement, except as expressly set forth in Article IV and Article V (including the
related portions of the Company Disclosure Schedules and Supplemental Disclosure Schedules provided by the Company or the Seller).


 


Article
IV

JOINT REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS


 


Except
as set forth in the disclosure schedules delivered by the Company to the Purchaser and the Parent on the date hereof (the “Company
Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement
to which they refer, each of the Company and each Seller hereby, jointly and severally, represents and warrants to the Purchaser
and the Parent as follows:


 


4.1 Due
Organization and Good Standing. The Company is a business company duly organized, validly existing and in good standing under
the Laws of China and has all requisite power and authority to own, lease and operate its properties and to carry on its business
as now being conducted. Each Subsidiary of the Company is a corporation or other entity duly formed, validly existing and in good
standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed
and in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does
business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the
business conducted by it makes such qualification or licensing necessary. Schedule 4.1 lists all jurisdictions in which
any Target Company is qualified to conduct business and all names other than its legal name under which any Target Company does
business. The Company has provided to the Purchaser and the Parent accurate and complete copies of its Organizational Documents
and the Organizational Documents of each of its Subsidiaries, each as amended to date and as currently in effect. No Target Company
is in violation of any provision of its Organizational Documents.


 






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4.2 Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each
Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary
Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and
thereby, (a) have been duly and validly authorized by the Company’s board of directors and the Company’s shareholders
to the extent required by the Company’s Organizational Documents, any other applicable Law or any Contract to which the
Company or any of its shareholders is a party or by which it or its securities are bound and (b) no other proceedings on the part
of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it
is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document
to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company
and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties
hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the Enforceability Exceptions.


 


4.3 Capitalization.


 


(a) Prior
to giving effect to the transactions contemplated by this Agreement, the Sellers are the legal (registered) and beneficial owners
of all of the issued and outstanding shares and other equity interests in or of the Company, with each Seller owning the shares
of the Company set forth on Schedule 4.3(a), all of which shares and other equity interests are owned free and clear of
any Liens. The Purchased Shares to be delivered by the Seller to the Purchaser at the Closing constitute all of the issued and
outstanding shares and other equity interests in or of the Company. All of the outstanding shares and other equity interests in
or of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right
of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company
Charter or any Contract to which the Company is a party or by which it or its securities are bound. The Company holds no shares
or other equity interests in or of the Company in its treasury. None of the outstanding shares or other equity interests in or
of the Company were issued in violation of any applicable securities Laws.


 


(b) There
are no options, warrants or other rights to subscribe for or purchase any shares or other equity interests in or of the Company
or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any shares or
other equity interests in or of the Company, or preemptive rights or rights of first refusal or first offer, nor are there any
Contracts, commitments, arrangements or restrictions to which the Company or any of its shareholders is a party or bound relating
to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation,
phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, shareholder agreements or any
other agreements or understandings with respect to the voting of the Company’s shares or other equity interests. There are
no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or other equity interests
or securities in or of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s
equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable
securities Laws. As a result of the consummation of the transactions contemplated by this Agreement, no shares or other equity
interests in or of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other
securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).
Upon consummation of the Closing and completion of the transactions contemplated herein, Purchaser shall own equity interest of
the Company representing 85% of the voting capital stock of the Company.


 






    7


     


    

 


(c) Since
January 1, 2019, the Company has not declared or paid any distribution or dividend in respect of its shares or other equity interests
and has not repurchased, redeemed or otherwise acquired any shares or other equity interests in or of the Company, and the board
of directors of the Company has not authorized any of the foregoing.


 


4.4 Subsidiaries.


 


(a) Schedule
4.4(a) sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of
organization, (b) its authorized shares or other equity interests (if applicable), (c) the number of issued and outstanding shares
or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as a corporate
or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity securities
of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were
offered, sold and delivered in compliance with all applicable securities Laws, and owned by the Company or one of its Subsidiaries
free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are
no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts
or proxies) of the shares or other equity interests of any Subsidiary of the Company other than the Organizational Documents of
any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible
securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company
providing for the issuance or redemption of any shares or other equity interests in or of any Subsidiary of the Company. There
are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the
Company. No Subsidiary of the Company has any limitation on its ability to make any distributions or dividends to its equity holders,
whether by Contract, Order or applicable Law. Except for the equity interests of the Subsidiaries listed on Schedule 4.4(a),
the Company does not own or have any rights to acquire, directly or indirectly, any shares or other equity interests of any Person.
None of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no
outstanding material contractual obligations of the Company or its Subsidiaries to provide funds to, or make any investment (in
the form of a loan, capital contribution or otherwise) in, any other Person (other than loans to customers in the ordinary course
of business).


 


(b) Sellers
are, collectively, the legal and beneficial owners of one hundred percent (100%) of the issued and outstanding equity interests
of the Company. There are no outstanding options, warrants, rights (including conversion rights, preemptive rights, rights of
first refusal or similar rights) or agreements to purchase or acquire any equity interest, or any securities convertible into
or exchangeable for an equity interest, of the Company.


 


(c) The
capital and organizational structure of each Target Company organized or registered in the PRC (each, a “PRC Target
Company”) are valid and in full compliance with the applicable PRC Laws. The registered capital of each PRC Target
Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval
documents, certificates of approval and legal person business license (collectively, the “PRC Establishment Documents”)
and in compliance with applicable PRC Laws, and there is no outstanding capital contribution commitment. The Establishment Documents
of each PRC Target Company has been duly approved and filed in accordance with the laws of the PRC and are valid and enforceable.
The business scope specified in the PRC Establishment Documents of the PRC Target Companies complies in all material respects
with the requirements of all applicable PRC Laws, and the operation and conduct of business by, and the term of operation of the
PRC Target Companies in accordance with the PRC Establishment Documents is in compliance in all material respects with applicable
PRC Laws.


 






    8


     


    

 


4.5 Governmental
Approvals. No Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or
made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents to
which it is a party or the consummation by the Company of the transactions contemplated hereby or thereby other than such filings
as contemplated by this Agreement.


 


4.6 Non-Contravention.
The execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document
to which any Target Company is a party or otherwise bound, and the consummation by any Target Company of the transactions contemplated
hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with
or violate any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental
Authorities referred to in Section 4.5 hereof, and any condition precedent to such Consent or waiver having been satisfied,
conflict with or violate any Law, Order or Consent applicable to any Target Company or any of their properties or assets, or (c)
(i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification
of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration
under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien
upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party
consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim
a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify
any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Company Material Contract.


 


4.7 Financial
Statements.


 


(a) As
used herein, the term “Company Financials” means the (i) audited consolidated financial statements of
the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheet of the
Target Companies as of December 31, 2019 and December 31, 2020. The Company Financials (i) accurately reflect the books and records
of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently
applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other
presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), and (iii) fairly
present in all material respects the financial position of the Target Companies as of the respective dates thereof and the results
of the operations and cash flows of the Target Companies for the periods indicated.


 


(b) Each
Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal
accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts
and that such Target Company’s assets are used only in accordance with the Target Company’s management directives,
(ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation
of the financial statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv)
access to such Target Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting
of such Target Company’s assets is compared with existing assets at regular intervals and verified for actual amounts and
(vi) accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect
the collection of accounts, notes and other receivables on a current and timely basis. No Target Company has been subject to or
involved in any material fraud that involves management or other employees who have a significant role in the internal controls
over financial reporting of the Company and its Subsidiaries. Since January 1, 2018, no Target Company or its Representatives
has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures,
methodologies or methods of any Target Company or its internal accounting controls, including any material written complaint,
allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.


 






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(c) [Intentionally
Omitted]


 


(d) All
material Indebtedness of the Target Companies is disclosed in the financial statements and related notes previously delivered
to the Purchaser and the Parent. No Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any
of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies
to grant any Lien on their respective properties or assets.


 


(e) No
Target Company is subject to any Liabilities or obligations (whether or not required to be reflected on a balance sheet prepared
in accordance with GAAP), except for those that are either (i) adequately reflected or reserved on or provided for in the consolidated
balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company Financials or
(ii) not material and that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent with
past practice (other than Liabilities for breach of any Contract or violation of any Law).


 


(f) All
financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to the Purchaser
and the Parent or their Representatives were prepared in good faith using assumptions that the Company believes to be reasonable
and in compliance with U.S. GAAP and SEC accounting standards.


 


4.8 Absence
of Certain Changes. Since January 1, 2019, each Target Company has (a) conducted its business only in the ordinary course
of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action
or committed or agreed to take any action that would be prohibited by Section 6.2(b) if such action were taken on or after
the date hereof without the consent of the Purchaser and the Parent.


 


4.9 Compliance
with Laws. No Target Company is or has been in material conflict or non-compliance with, or in material default or violation
of, nor has any Target Company received, since January 1, 2019, any written or, to the Knowledge of the Company, oral notice of
any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its
properties, assets, employees, business or operations are or were bound or affected.


 


4.10 Company
Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order
to perform his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully
conduct in all material respects its business as presently conducted and as currently contemplated to be conducted, and to own,
lease and operate its assets and properties (collectively, the “Company Permits”). The Company has made
available to the Purchaser and the Parent true, correct and complete copies of all material Company Permits. All of the Company
Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s
Knowledge, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit. All filings
and registrations with PRC Governmental Authorities required in respect of each of the PRC Target Companies and its operations,
including the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration
for Foreign Exchange, tax bureau, customs authorities, product registration authorities and health regulatory authorities, as
applicable, have been duly completed in accordance with applicable PRC Law.


 






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4.11 Litigation.
Set forth on Schedule 4.11 is a complete list of litigation matters. Except as disclosed in Schedule 4.11, there is no (a) Action
of any nature pending or, to the Company’s Knowledge, threatened, nor is there any reasonable basis for any Action to be
made, or (b) Order pending now or rendered by a Governmental Authority since January 1, 2019, in either case of (a) or (b) by
or against any Target Company, its current or former directors, officers or equity holders (provided, that any litigation involving
the directors, officers or equity holders of a Target Company must be related to the Target Company’s business, equity securities
or assets), its business, equity securities or assets. The items listed on Schedule 4.11, if finally determined adverse
to the Target Companies, will not have, either individually or in the aggregate, a Material Adverse Effect upon any Target Company.
Since January 1, 2018, none of the current or former officers, senior management or directors of any Target Company have been
charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.


 


4.12 Material
Contracts.


 


(a) Schedule
4.12(a) sets forth a true, correct and complete list of, and the Company has made available to the Purchaser and the Parent
(including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any Target Company
is a party or by which any Target Company, or any of its properties or assets are bound or affected (each contract required to
be set forth on Schedule 4.12(a), a “Company Material Contract”) that:


 


(i) contains
covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any
geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants,
employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses
or (B) to purchase or acquire an interest in any other Person;


 


(ii) involves
any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to
the formation, creation, operation, management or control of any partnership or joint venture;


 


(iii) involves
any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative
financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,
whether tangible or intangible, including currencies, interest rates, foreign currency and indices;


 


(iv) evidences
Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal
amount in excess of $100,000;


 


(v) involves
the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of
$25,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests in or
of another Person;


 


(vi) relates
to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other
entity or its business or material assets or the sale of any Target Company, its business or material assets;


 






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(vii) by
its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under
such Contract or Contracts of at least $50,000 per year or $150,000 in the aggregate;


 


(viii) obligates
the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof
in excess of $100,000;


 


(ix) is
between any Target Company and any Top Customer or Top Supplier (other than in the ordinary course of business);


 


(x) is
between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements
with employees entered into in the ordinary course of business consistent with past practice), including all non-competition,
severance and indemnification agreements, or any Related Person;


 


(xi) obligates
the Target Companies to make any capital commitment or expenditure in excess of $25,000 (including pursuant to any joint venture);


 


(xii) relates
to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company
has outstanding obligations (other than customary confidentiality obligations or in the ordinary course of business);


 


(xiii) provides
another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;


 


(xiv) relates
to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than Off-the-Shelf
Software Agreements;


 


(xv) relates
to any real estates, including, without limitation, leases, lease guarantees, agreements and documents related thereto;


 


(xvi) evidences
any Liens; or


 


(xvii) is
otherwise material to any Target Company and not described in clauses (i) through (xiv) above.


 


(b) With
respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects
against the Target Company party thereto (subject to the Enforceability Exceptions) and, to the Knowledge of the Company, each
other party thereto, and is in full force and effect; (ii) neither the execution of this Agreement nor the consummation of the
transactions contemplated by this Agreement will affect the validity or enforceability of any Company Material Contract; (iii)
no Target Company is in breach or default in any respect, and no event has occurred that with the passage of time or giving of
notice or both would constitute a breach or default by any Target Company, or permit termination or acceleration by the other
party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other party to such Company
Material Contract is in breach or default in any respect, and no event has occurred that with the passage of time or giving of
notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by any Target
Company, under such Company Material Contract; (v) no Target Company has received written or, to the Knowledge of the Company,
oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any
party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary
course of business that do not adversely affect any Target Company; and (vi) no Target Company has waived any rights under any
such Company Material Contract.


 






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4.13 Intellectual
Property.


 


(a) Schedule
4.13(a)(i) sets forth: (i) all Patents, Trademarks, Internet Assets and Copyrights owned or licensed by a Target Company or
otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant or assignee (“Company
Registered IP”), specifying as to each item, as applicable: (A) the nature of the item, including the title, (B)
the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance
or registration has been filed and (D) the issuance, registration or application numbers and dates; and (ii) all material unregistered
Intellectual Property owned or purported to be owned by a Target Company. Schedule 4.13(a)(ii) sets forth all licenses,
sublicenses and other agreements or permissions (“Company IP Licenses”) (other than “shrink wrap,”
“click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available
on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively,
“Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are
“Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized
to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or
used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free
and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use,
sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company,
and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company
IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments
of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively
by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any
third party with respect to such Company Registered IP.


 


(b) Each
Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses
applicable to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions
necessary to operate the Target Companies as presently conducted. Each Target Company has performed all obligations imposed on
it in the Company IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of
the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse
of time or both would constitute a default thereunder. The continued use by the Target Companies of the Intellectual Property
that is the subject of the Company IP Licenses in the same manner that it is currently being used is not restricted by any applicable
license of any Target Company. All registrations for Copyrights, Patents and Trademarks that are owned by or exclusively licensed
to any Target Company are valid and in force, and all applications to register any Copyrights, Patents and Trademarks are pending
and in good standing, all without challenge of any kind. No Target Company is party to any Contract that requires a Target Company
to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.


 


(c) Schedule
4.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the licensor
(each, an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable
Intellectual Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other
compensation due to a Target Company, if any. Each Target Company has performed all obligations imposed on it in the Outbound
IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default
thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder.


 






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(d) No
Action is pending or, to the Company’s Knowledge, threatened that challenges the validity, enforceability, ownership, or
right to use, sell, license or sublicense any Intellectual Property currently licensed, used or held for use by the Target Companies
in any material respect. No Target Company has received any written or, to the Knowledge of the Company, oral notice or claim
asserting or suggesting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property
of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target
Company, nor to the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which any Target Company
is a party or its otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual
Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third
Person’s Intellectual Property, or (iii) grant any third Person any right with respect to any Intellectual Property owned
by a Target Company. No Target Company is currently infringing, or has, in the past, infringed, misappropriated or violated any
Intellectual Property of any other Person in any material respect in connection with the ownership, use or license of any Intellectual
Property owned or purported to be owned by a Target Company or, to the Knowledge of the Company, otherwise in connection with
the conduct of the respective businesses of the Target Companies. To the Company’s Knowledge, no third party is infringing
upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used
or held for use by any Target Company (“Company IP”) in any material respect.


 


(e) All
employees and independent contractors of a Target Company have assigned to the Target Companies all Intellectual Property arising
from the services performed for a Target Company by such Persons. No current or former officers, employees or independent contractors
of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. To the Knowledge
of the Company, there has been no violation of a Target Company’s policies or practices related to protection of Company
IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. The Company
has provided the Purchaser and the Parent with true and complete copies of all written Contracts referenced in subsections under
which employees and independent contractors assigned their Intellectual Property to a Target Company. To the Company’s Knowledge,
none of the employees of any Target Company is obligated under any Contract, or subject to any Order, that would materially interfere
with the use of such employee’s best efforts to promote the interests of the Target Companies, or that would materially
conflict with the business of any Target Company as presently conducted. Each Target Company has taken reasonable security measures
in order to protect the secrecy, confidentiality and value of the material Company IP.


 


(f) To
the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data in the possession
of a Target Company, nor has there been any other compromise of the security, confidentiality or integrity of such information
or data. Each Target Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection,
processing and use of personal information and its own privacy policies and guidelines. The operation of the business of the Target
Companies has not and does not materially violate any right to privacy or publicity of any third person, or constitute unfair
competition or trade practices under applicable Law.


 


(g) The
consummation of any of the transactions contemplated by this Agreement will neither violate nor by their terms result in the material
breach, material modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, or release
of source code because of (i) any Contract providing for the license or other use of Intellectual Property owned by a Target Company,
or (ii) any Company IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through
its Subsidiaries, all of the Target Companies’ rights under such Contracts or IP Licenses described in the previous sentence
to the same extent that the Target Companies would have been able to exercise had the transactions contemplated by this Agreement
not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which
the Target Companies would otherwise be required to pay in the absence of such transactions.


 






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4.14 Taxes
and Returns.


 


(a) Each
Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by
it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material
respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected
or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with
GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return.
Each Target Company has complied with all applicable Laws relating to Tax.


 


(b) There
is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority
in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.


 


(c) No
Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally
by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations
or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of
any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves
in the Company Financials have been established).


 


(d) There
are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.


 


(e) Each
Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have
been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.


 


(f) No
Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes.
There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within
which to pay any Taxes shown to be due on any Tax Return.


 


(g) No
Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority
that would reasonably be expected to have a material impact on its Taxes following the Closing.


 


(h) No
Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable
Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound
by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice
with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental
Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date.


 






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(i) No
Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing
agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such
request outstanding.


 


4.15 Real
Property. Schedule 4.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise
used or occupied by a Target Company for the operation of the business of a Target Company (the “Leased Premises”),
and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations
and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as
well as the current annual rent and term under each Company Real Property Lease. The Company has provided to the Purchaser and
the Parent a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property
Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid,
binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no event
has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would
constitute a default on the part of a Target Company or any other party under any of the Company Real Property Leases, and no
Target Company has received notice of any such condition. No Target Company owns or has ever owned any real property or any interest
in real property (other than the leasehold interests in the Company Real Property Leases).


 


4.16 Personal
Property. Each item of Personal Property which is currently owned, used or leased by a Target Company with a book value or
fair market value of greater than Twenty-Five Thousand Dollars ($25,000) is set forth on Schedule 4.16, along with, to
the extent applicable, a list of lease agreements and lease guarantees related thereto, including all amendments, terminations
and modifications thereof or waivers thereto (“Company Personal Property Leases”). All such items of
Personal Property are in good operating condition and repair (reasonable wear and tear excepted), and are suitable for their intended
use in the business of the Target Companies. The operation of each Target Company’s business as it is now conducted or presently
proposed to be conducted is not dependent upon the right to use the Personal Property of Persons other than a Target Company,
except for such Personal Property that is owned by, or leased, licensed or otherwise contracted to, a Target Company. The Company
has provided to the Purchaser and the Parent a true and complete copy of each of the Company Personal Property Leases, and in
the case of any oral Company Personal Property Lease, a written summary of the material terms of such Company Personal Property
Lease. The Company Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full
force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time
or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other
party under any of the Company Personal Property Leases, and no Target Company has received notice of any such condition.


 


4.17 Title
to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right
to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold
interests and (c) Liens specifically identified on the Interim Balance Sheet. The assets (including Intellectual Property rights
and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation
of the businesses of the Target Companies as it is now conducted and presently proposed to be conducted or that are used or held
by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and
sufficient for the operation of the businesses of the Target Companies as currently conducted and as presently proposed to be
conducted.


 






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4.18 Employee
Matters.


 


(a) No
Target Company is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization
or other representative of any of the employees of any Target Company and the Company has no Knowledge of any activities or proceedings
of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge of the
Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any
such employees. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims),
if any, that are pending or, to the Knowledge of the Company, threatened between any Target Company and Persons employed by or
providing services to a Target Company. No current officer or employee of a Target Company has provided any Target Company written
or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target Company.


 


(b) Each
Target Company (i) is and has been in compliance in all material respects with all applicable Laws respecting employment
and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to
discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers
compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee
terminations, and have not received written notice, or any other form of notice, that there is any pending Action involving unfair
labor practices against a Target Company, (ii) is not liable for any material arrears of wages or any material penalty for
failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Authority
with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent
contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past
practice). There are no Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought by or
on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee,
or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of
employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection
with the employment relationship.


 


(c) Schedule
4.18(c) sets forth a complete and accurate list of all employees of the Target Companies showing for each as of that date
(i) the employee’s name, job title or description, employer, location, salary level (including any bonus, commission, deferred
compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the
Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the calendar year ending December
31, 2020, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during or for the
calendar year ending December 31, 2020. Except as disclosed in Schedule 4.18(c), no employee is a party to a written employment
Contract with a Target Company and each is employed with a “non-fixed term” in accordance with the Chinese Labor Contract
Law, and the Target Companies have paid in full to all such employees all wages, salaries, commission, bonuses and other compensation
due to its employees, including overtime compensation, and there are no severance payments which are or could become payable by
a Target Company to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or
commitment or any Law, custom, trade or practice. Each such employee has entered into the Company’s standard form of employee
non-disclosure, inventions and restrictive covenants agreement with the Company or its Subsidiaries (whether pursuant to a separate
agreement or incorporated as part of such employee’s overall employment agreement), a copy of which has been provided to
the Purchaser and the Parent by the Company.


 


(d) There
are no independent contractors (including consultants) currently engaged by any Target Company, along with the position, a description
of responsibilities, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease)
in remuneration and amount thereof, for each such Person. Each such independent contractors are a party to a written Contract
with a Target Company. Each such independent contractor has entered into customary covenants regarding confidentiality, non-competition
and assignment of inventions and copyrights in such Person’s agreement with a Target Company, a copy of which has been provided
to the Purchaser and the Parent by the Company. For the purposes of applicable Law, including the Code, all independent contractors
who are currently, or within the last six (6) years have been, engaged by a Target Company are bona fide independent contractors
and not employees of a Target Company. Each independent contractor is terminable on fewer than thirty (30) days’ notice,
without any obligation of any Target Company to pay severance or a termination fee.


 






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4.19 Benefit
Plans.


 


(a) Set
forth on Schedule 4.19(a) is a true and complete list of each Benefit Plan of a Target Company (each, a “Company
Benefit Plan”). No Target Company has ever maintained or contributed to (or had an obligation to contribute to)
any “employee benefit plan” (as defined in Section 3(3) of ERISA).


 


(b) With
respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary
thereof) of a Target Company, the Company has provided to the Purchaser and the Parent accurate and complete copies, if applicable,
of: (i) all Company Benefit Plans and related trust agreements or annuity Contracts (including any amendments, modifications or
supplements thereto); (ii) the most recent annual and periodic accounting of plan assets; (iii) the most recent actuarial valuation;
and (iv) all communications with any Governmental Authority concerning any matter that is still pending or for which a Target
Company has any outstanding Liability or obligation.


 


(c) With
respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects
in accordance with its terms and the requirements of any and all applicable Laws, and has been maintained, where required, in
good standing with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty has occurred;
(iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in
the ordinary course of administration); and (iv) all contributions and premiums required to be made with respect to a Company
Benefit have been timely made. No Target Company has incurred any obligation in connection with the termination of, or withdrawal
from, any Company Benefit Plan.


 


(d) The
present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan, determined as of the
end of the Company’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable,
did not exceed the current value of the assets of such Company Benefit Plan allocable to such benefit liabilities.


 


(e) The
consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual
to severance pay, unemployment compensation or other benefits or compensation; or (ii) accelerate the time of payment or vesting,
or increase the amount of any compensation due, or in respect of, any individual.


 


(f) Except
to the extent required by applicable Law, no Target Company provides health or welfare benefits to any former or retired employee
or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination
of employment or service.


 


(g) All
Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any liability to any
Target Company, the Purchaser, the Parent or their respective Affiliates for any additional contributions, penalties, premiums,
fees, fines, excise taxes or any other charges or liabilities.


 






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4.20 Environmental
Matters.


 


(a) Each
Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining,
maintaining in good standing, and complying with all Permits required for its business and operations by Environmental Laws (“Environmental
Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke, modify, or terminate
any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently exist that
could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures
to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.


 


(b) No
Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect
of any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target
Company has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.


 


(c) No
Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of
a Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental
Permit or may have any material Liability under any Environmental Law.


 


(d) No
Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or
released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably
be expected to give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or
condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target
Company or any property to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably
be expected to result in a Target Company incurring any material Environmental Liabilities.


 


(e) There
is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the
Company’s Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s
Knowledge, threatened that could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.


 


(f) To
the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks,
(ii) asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.


 


(g) The
Company has provided to the Purchaser and the Parent all environmentally related site assessments, audits, studies, reports and
results of investigations that have been performed in respect of the currently or previously owned, leased, or operated properties
of any Target Company.


 






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4.21 Transactions
with Related Persons. Except as set forth in the financial statements and related notes previously delivered to the Purchaser
and the Parent, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary
of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly
through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or since
January 1, 2019 has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing
for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the
rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses
as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice), any
Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner
or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more
than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth
in the financial statements and related notes previously delivered to the Purchaser and the Parent, no Target Company has outstanding
any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal
Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company.
Schedule 4.21 specifically identifies all Contracts, arrangements or commitments subject to this Section 4.21 that
cannot be terminated upon sixty (60) days’ notice by the Target Companies without cost or penalty.


 


4.22 Insurance.


 


(a) Schedule
4.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type
of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and
employees, copies of which have been provided to the Purchaser and the Parent. All premiums due and payable under all such insurance
policies have been timely paid and the Company and its Subsidiaries are otherwise in material compliance with the terms of such
insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Company, there is no
threatened termination of, or material premium increase with respect to, any of such insurance policies. No Target Company has
any self-insurance or co-insurance programs. Since January 1, 2018, no Target Company has received any notice from, or on behalf
of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business,
in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy, or requiring or suggesting
material alteration of any of assets of a Target Company, purchase of additional equipment or material modification of any of
methods of doing business by a Target Company.


 


(b) Schedule
4.22(b) identifies each individual insurance claim in excess of $50,000 made by a Target Company since January 1, 2019. Each
Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in
a claim that could be covered by any such insurance policies, except where such failure to report such a claim would not be reasonably
likely to be material to the Target Companies. No Target Company has made any claim against an insurance policy as to which the
insurer is denying coverage.


 


4.23 Top
Customers and Suppliers. Schedule 4.23 lists, by dollar volume paid for each of (a) the twelve (12) months ended on
December 31, 2019 and (b) the twelve (12) months ended December 31, 2020, the key customers of the Target Companies (the “Top
Customers”) and the key suppliers of goods or services to the Target Companies (the “Top Suppliers”).
The relationships of each Target Company with such suppliers and customers are good commercial working relationships and (i) no
Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Company’s
Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, (ii) no Top Supplier
or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to
stop, decrease or limit materially, or intends to modify materially its relationships with a Target Company or intends to stop,
decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services
of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount
due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past
two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge,
the consummation of the transactions contemplated in this Agreement and the other Ancillary Documents will not affect the relationship
of any Target Company with any Top Supplier or Top Customer.


 






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4.24 Books
and Records. All of the financial books and records of the Target Companies are complete and accurate in all material respects
and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.


 


4.25 Accounts
Receivable. All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies
(the “Accounts Receivable”) arose from sales actually made or services actually performed and represent
valid obligations to a Target Company. None of the Accounts Receivable are, to the Knowledge of the Company, subject to any right
of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any
amounts reserved therefor on the Company Financials. All of the Accounts Receivable are, to the Knowledge of the Company, fully
collectible according to their terms in amounts not less than the aggregate amounts thereof carried on the books of the Target
Companies (net of reserves) within ninety (90) days.


 


4.26 Certain
Business Practices. No Target Company, nor any of their respective Representatives acting on their behalf has (i) used any
funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns
or violated any provision of the Foreign Corrupt Practices Act of 1977 or any comparable or similar Law of any other country or
other jurisdiction, or (iii) made any other unlawful payment. No Target Company, nor any of their respective Representatives acting
on their behalf has directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer,
supplier, governmental employee or other Person who is or may be in a position to help or hinder any Target Company or assist any
Target Company in connection with any actual or proposed transaction. The operations of each Target Company are and have been conducted
at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action
involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative
acting on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list
or otherwise currently subject to any U.S. sanctions administered by OFAC, and no Target Company has, directly or indirectly, used
any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person,
in connection with any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of
any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal
years. None of the Target Companies has engaged in transactions with, or exported any of its products or associated technical data
(i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United
States has embargoed goods to or has proscribed economic transactions with or (ii) to the knowledge of the Company, to any Person
included on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s
Denied Persons List. No Target Company has, since January 1, 2018, breached or been in violation of any Law regulating or covering
conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible basis, a hostile work
environment.


 






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4.27 [Intentionally
Omitted]


 


4.28 Finders
and Investment Bankers. No Target Company has incurred or will incur any Liability for any brokerage, finder’s or other
fee or commission in connection with the transactions contemplated hereby.


 


4.29 Independent
Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the Parent, and acknowledges that it has been provided adequate
access to the personnel, properties, assets, premises, books and records, SEC Reports and SEC Financial Statements and other documents
and data of the Parent for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this
Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express
representations and warranties of the Purchaser and the Parent set forth in Article III; and (b) neither the Purchaser,
the Parent nor any of their Representatives have made any representation or warranty as to the Parent or the Purchaser or this
Agreement, except as expressly set forth in Article III.


 


4.30 Information
Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with
any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; or (b) in
the mailings or other distributions to the Parent’s shareholders and/or prospective investors with respect to the consummation
of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will,
when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty
or covenant with respect to any information supplied by or on behalf of the Parent or its Affiliates.


 


4.31 PRC
Compliance.


 


(a) Each
of the Target Companies has complied, and has taken all steps to ensure compliance, in material aspect, by each of its shareholders,
directors and officers that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable
rules and regulations of the relevant PRC government agencies in effect on the Closing Date (including but not limited to the Ministry
of Commerce, the National Development and Reform Commission, the China Securities Regulatory Commission (“CSRC”)
and the State Administration of Foreign Exchange) (the “SAFE”) relating to overseas investment by PRC
residents and citizens (the “PRC Overseas Investment and Listing Regulations”), including, requesting
each such person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration
and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules
and regulations of the SAFE).


 






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(b) The
Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related
thereto in effect on the applicable Closing Date (the “PRC Mergers and Acquisitions Rules”) jointly promulgated
by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State
Administration of Industry and Commerce, the CSRC and the State Administration of Foreign Exchange on August 8, 2006, including
the provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly
or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of their securities
on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions
Rules from its PRC counsel, and the Company understands such legal advice. In addition, the Company has communicated such legal
advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or
she understands such legal advice. The consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement
and the Lock-up Agreement (A) are not and will not be, as of the date hereof or at the Closing Date, as the case may be, adversely
affected by the PRC Mergers and Acquisitions Rules and (B) do not require the prior approval of the CSRC or any other Governmental
Authority.


 


(c) Each
of the Target Companies holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations,
licenses, permits, easements, consents, certificates and orders of any Governmental Authority or self-regulatory body required
for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications
and orders are valid and in full force and effect; and none of the Target Companies has received notice of any revocation or modification
of any such franchise, grant, authorization, license, permit, easement, consent, certification or order or has reason to believe
that any such franchise, grant, authorization, license, permit, easement, consent, certification or order will not be renewed in
the ordinary course; and each of the Target Companies is in compliance in all material respects with all applicable federal, state,
local and foreign laws, regulations, orders and decrees.


 


4.32 Disclosure.
No representations or warranties by the Company in this Agreement (including the disclosure schedules hereto) or the Ancillary
Documents, (a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read
in conjunction with all of the information contained in this Agreement, the disclosure schedules hereto and the Ancillary Documents,
any fact necessary to make the statements or facts contained therein not materially misleading.


 


Article
V

REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


Except as set forth
in the Company Disclosure Schedules or in the schedules delivered by the Seller to the Purchaser and the Parent on the date hereof,
the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Sellers
hereby jointly and severally represent and warrant, as of the date hereof and as of the Closing, to the Purchaser and the Parent
as follows:


 


5.1 Due
Organization and Good Standing. Each Seller, if not an individual person, is an entity duly organized, validly existing and
in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.


 


5.2 Authorization;
Binding Agreement. Each Seller has all requisite power, authority and legal right and capacity to execute and deliver this
Agreement and each Ancillary Document to which it is a party, to perform such Seller’s obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which
a Seller is or is required to be a party shall be when delivered, duly and validly executed and delivered by such Seller and assuming
the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and
thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Seller, enforceable against
such Seller in accordance with its terms, subject to the Enforceability Exceptions.


 






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5.3 Ownership.
Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens, with each Seller owning
the Purchased Shares set forth in Annex I. There are no proxies, voting rights, shareholders’ agreements or other
agreements or understandings, to which a Seller is a party or by which a Seller is bound, with respect to the voting or transfer
of any of such Seller’s Purchased Shares other than this Agreement. Upon delivery of the Purchased Shares to the Purchaser
on the Closing Date in accordance with this Agreement, the entire legal and beneficial interest in the Purchased Shares and good,
valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities
Laws or those incurred by the Purchaser), will pass to the Purchaser.


 


5.4 Governmental
Approvals. No Consent of or with any Governmental Authority on the part of any Seller is required to be obtained or made in
connection with the execution, delivery or performance by such Seller of this Agreement or any Ancillary Documents or the consummation
by a Seller of the transactions contemplated hereby or thereby other than such filings as expressly contemplated by this Agreement.


 


5.5 Non-Contravention.
The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound,
and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any
of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s Organizational
Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition
precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any
Seller or any of its properties or assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default
(or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal,
suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller under, (v) result in a right
of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result
in the creation of any Lien upon any of the properties or assets of any Seller under, (viii) give rise to any obligation to obtain
any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any
remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate
or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which
a Seller is a party or a Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing
clauses (a), (b) or (c) that has not had and would not reasonably be expected to have a Material Adverse Effect on any Seller.


 


5.6 No
Litigation. There is no Action pending or, to the Knowledge of such Seller, threatened, nor any Order is outstanding, against
or involving any Seller or any of its officers, directors, managers, shareholders, properties, assets or businesses, whether at
law or in equity, before or by any Governmental Authority, which would reasonably be expected to adversely affect the ability of
such Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary
Documents to which such Seller is a party.


 






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5.7 Investment
Representations. Each Seller: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not
with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange
Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and
any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable
state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered
under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii)
are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Parent
is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Parent is under no obligation
hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer,
or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s
business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser
representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating
the risks and merits of an investment in the Parent and of protecting its interests in connection with this investment. Each Seller
has carefully read and understands all materials provided by or on behalf of the Parent or its Representatives to such Seller or
such Seller’s Representatives pertaining to an investment in the Parent, including without limitation the SEC Reports and
SEC Financial Statements and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment
advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that
the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent
inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining
the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability
of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set
forth herein, has not relied upon any representations or advice by the Purchaser, the Parent or their Representatives. Each Seller
acknowledges and agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event
of the distribution of any cash, property or other interest in the Parent or (ii) the profitability or value of the Exchange Shares
in any manner whatsoever. Seller: (A) has been represented by independent counsel (or has had the opportunity to consult with independent
counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and
other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement,
the SEC Reports and the SEC Financial Statements in their entirety and has had such documents and filings and financial statements
fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect
thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.


 


5.8 Finders
and Investment Bankers. No Seller, nor any of their respective Representatives on their behalf, has employed any broker, finder
or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection
with the transactions contemplated by this Agreement.


 


5.9 Independent
Investigation. Each Seller has conducted its own independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the Parent, and acknowledges that it has been provided adequate
access to the personnel, properties, assets, premises, books and records, SEC Reports and other documents and data of the Parent
for such purpose. Each Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate
the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties
of the Purchaser and the Parent set forth in Article III; and (b) neither the Purchaser, the Parent nor any of their Representatives
have made any representation or warranty as to the Purchaser, the Parent or this Agreement, except as expressly set forth in Article
III.


 






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5.10 Information
Supplied. None of the information supplied or to be supplied by any Seller expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with
any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; or (b) in
the mailings or other distributions to the Parent’s shareholders and/or prospective investors with respect to the consummation
of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will,
when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. Notwithstanding the foregoing, no Seller makes any representation, warranty
or covenant with respect to any information supplied by or on behalf of the Purchaser, the Parent or their Affiliates.


 


5.11 Disclosure.
No representations or warranties by any Seller in this Agreement (including the disclosure schedules hereto) or the Ancillary Documents,
(a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read in conjunction
with all of the information contained in this Agreement, the disclosure schedules hereto and the Ancillary Documents, any fact
necessary to make the statements or facts contained therein not materially misleading.


 


Article
VI

COVENANTS


 


6.1 Access
and Information.


 


(a) The
Company shall give, and shall direct its Representatives to give, the Purchaser and the Parent and their Representatives, at reasonable
times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to
all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information
(including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining
to the Target Companies, as the Purchaser, the Parent or their Representatives may reasonably request regarding the Target Companies
and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other
aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement,
a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the
requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any
other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives to cooperate with
the Purchaser, the Parent and their Representatives in their investigation; provided, however, that the Purchaser,
the Parent and their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the
business or operations of the Target Companies.


 


(b) The
Parent shall give, and shall direct its Representatives to give, the Company and its Representatives, at reasonable times during
normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to all employees,
properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including
Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the
Parent or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Parent, its Subsidiaries
and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other
aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement,
a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the
requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any
other conditions required by such accountants, if any)) and instruct each of the Parent’s Representatives to cooperate with
the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives
shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Parent
or any of its Subsidiaries.


 






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6.2 Conduct
of Business of the Company.


 


(a) Unless
the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed),
during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance
with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this
Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material
respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target
Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate
to preserve intact, in all material respects, their respective business organizations, to keep available the services of their
respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships
with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets,
all as consistent with past practice.


 


(b) Without
limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim
Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned
or delayed), the Company shall not, and shall cause the Target Companies to not:


 


(i) amend,
waive or otherwise change, in any respect, its Organizational Documents;


 


(ii) authorize
for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities
or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or
other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or
securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect
to such securities;


 


(iii) split,
combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof
or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect
of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;


 


(iv) incur,
create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary
course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third
party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person;


 






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(v) increase
the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers,
increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent
with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment
(whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter
into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer,
manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit
Plans or in the ordinary course of business consistent with past practice;


 


(vi) make
or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;


 


(vii) transfer
or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company
Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement
any Trade Secrets;


 


(viii) terminate,
or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter
into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that
would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material
penalty and upon notice of sixty (60) days or less;


 


(ix) fail
to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;


 


(x) establish
any Subsidiary or enter into any new line of business;


 


(xi) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;


 


(xii) revalue
any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to
comply with GAAP and after consulting with the Company’s outside auditors;


 


(xiii) waive,
release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation
relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or
compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission
of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay,
discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;


 


(xiv) close
or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;


 


(xv) acquire,
including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business consistent with past practice;


 






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(xvi) make
capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate);


 


(xvii) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;


 


(xviii) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000
in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;


 


(xix) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;


 


(xx) enter
into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;


 


(xxi) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any
Governmental Authority to be obtained in connection with this Agreement;


 


(xxii) enter
into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person
(other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent
with past practice);


 


(xxiii) make
any payments or transfer any assets to any affiliates; or


 


(xxiv) authorize
or agree to do any of the foregoing actions.


 


6.3 Conduct
of Business of the Parent.


 


(a) Except
as contemplated by the terms of this Agreement during the Interim Period, without the prior written consent of the Company (such
consent not to be unreasonably withheld, conditioned or delayed), the Parent shall not:


 


(i) amend,
waive or otherwise change, in any respect, its Organizational Documents;


 


(ii) except
as contemplated herein, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge
or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire
or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of
its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction
with a third Person with respect to such securities;


 


(iii) split,
combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof
or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect
of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any
of its securities;


 






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(iv) incur,
create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000
(individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness,
Liability or obligation of any Person;


 


(v) make
or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;


 


(vi) terminate,
waive or assign any material right under any material agreement to which it is a party;


 


(vii) [Intentionally
Omitted] 


 


(viii) [Intentionally
Omitted]


 


(ix) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;


 


(x) revalue
any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to
comply with GAAP and after consulting the Parent’s outside auditors;


 


(xi) waive,
release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation
relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or
compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission
of wrongdoing by, the Parent) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy
any Actions, Liabilities or obligations, unless such amount has been reserved in the Parent Financials;


 


(xii) acquire,
including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business;


 


(xiii) make
capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 in the aggregate;


 


(xiv) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;


 


(xv) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000
in the aggregate other than pursuant to the terms of a material Contract in existence as of the date of this Agreement or entered
into in the ordinary course of business or in accordance with the terms of this Section 6.3 during the Interim Period;


 






    30


     


    

 


(xvi) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;


 


(xvii) enter
into any agreement, understanding or arrangement with respect to the voting of the Parent Shares;


 


(xviii) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any
Governmental Authority to be obtained in connection with this Agreement; or


 


(xix) authorize
or agree to do any of the foregoing actions.


 


6.4 Annual
and Interim Financial Statements. From the date hereof through the Closing Date, within thirty (30) calendar days following
the end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Parent an unaudited consolidated
income statement and an unaudited consolidated balance sheet for the period from the Interim Balance Sheet Date through the end
of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied
by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present
the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated,
in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing
Date, the Company will also promptly deliver to the Parent copies of any audited consolidated financial statements of the Company
and its Subsidiaries that the Company’s certified public accountants may issue.


 


6.5 Parent
Public Filings. During the Interim Period, the Parent will keep current and timely file all of its public filings with the
SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts
to maintain the listing of the Parent Shares on NYSE.


 


6.6 No
Solicitation.


 


(a) For
purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any
indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction,
and (ii) an “Alternative Transaction” means with respect to (A) the Company, the Sellers and their respective
Affiliates and (B) the Parent and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning
the sale of (x) all or any material part of the business or assets of any Target Companies or the Parent or (y) any of the shares
or other equity interests or profits of any Target Companies or the Parent, in any case, whether such transaction takes the form
of a sale of shares or other equity, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture
or partnership, or otherwise.


 


(b) During
the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources
in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without
the prior written consent of the Company and the Parent, directly or indirectly, (i) solicit, assist, initiate or facilitate the
making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information
regarding such Party or its Affiliates (or, with respect to any Seller, any Target Company) or their respective businesses, operations,
assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or
their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate
in discussions or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition Proposal,
(iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate
or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition
Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is
a party.


 






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(c) Each
Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt
by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests
for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers,
requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal,
and (ii) any request for non-public information relating to such Party or its Affiliates (or with respect to any Seller, any
Target Company), specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or
a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information.
Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information.
During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated
any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct
its Representatives to, cease and terminate any such solicitations, discussions or negotiations.


 


6.7 No
Trading. The Company and the Sellers each acknowledge and agree that it is aware, and that their respective Affiliates are
aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Parent,
will be advised) of the restrictions imposed by the Federal Securities Laws and other applicable foreign and domestic Laws on a
Person possessing material nonpublic information about a publicly traded company. The Company and the Sellers each hereby agree
that, while any of them are in possession of such material nonpublic information, it shall not purchase or sell any securities
of the Parent (other than acquire the Exchange Shares in accordance with Article I), communicate such information to any third
party, take any other action with respect to the Parent in violation of such Laws, or cause or encourage any third party to do
any of the foregoing.


 


6.8 Notification
of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party
or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any
material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority)
alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this
Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller);
(c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated
by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event
the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions set forth in
Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes
aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to
the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director,
partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company,
any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute
an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing
have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement
have been breached.


 






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6.9 Efforts.


 


(a) Subject
to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully
with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the
receipt of all applicable consents of Governmental Authorities) and to comply as promptly as practicable with all requirements
of Governmental Authorities applicable to the transactions contemplated by this Agreement.


 


(b) Prior
to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or
other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by
this Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by,
this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such
efforts.


 


(c) Notwithstanding
anything herein to the contrary, no Party shall be required to agree to any term, condition or modification with respect to obtaining
any Consents in connection with the transactions contemplated by this Agreement that would result in, or would be reasonably likely
to result in: (i) a Material Adverse Effect to such Party or its Affiliates, or (ii) such Party having to cease, sell or otherwise
dispose of any material assets or businesses (including the requirement that any such assets or business be held separate).


 


6.10 Further
Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts
to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under
this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including
preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.


 


6.11 [Intentionally
Omitted]


 


6.12 Public
Announcements. The Parties agree that no public release, filing or announcement concerning this Agreement or the Ancillary
Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the
prior written consent of the Parent and the Company (which consent shall not be unreasonably withheld, conditioned or delayed),
except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange,
in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment
on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.


 






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6.13 Confidential
Information.


 


(a) The
Company (prior to the Closing) and each Seller hereby agree that they shall, and shall cause their respective Representatives to:
(i) treat and hold in strict confidence any Parent Confidential Information, and will not use it for any purpose (except in connection
with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations
hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf
of the Parent or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available
to any third party any of the Parent Confidential Information without the Parent’s prior written consent; and (ii) in the
event that the Company (prior to the Closing), any Seller or any of the respective Representatives becomes legally compelled to
disclose any Parent Confidential Information, (A) provide the Parent with prompt written notice of such requirement so that the
Parent or an Affiliate thereof may seek a protective order or other remedy or waive compliance with this Section 6.13(a),
and (B) in the event that such protective order or other remedy is not obtained, or the Parent waives compliance with this Section
6.13(a), furnish only that portion of such Parent Confidential Information which is legally required to be provided as advised
in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment
will be accorded such Parent Confidential Information. In the event that this Agreement is terminated and the transactions contemplated
hereby are not consummated, the Company and the Sellers shall, and shall cause their respective Representatives to, promptly deliver
to the Parent any and all copies (in whatever form or medium) of Parent Confidential Information and destroy all notes, memoranda,
summaries, analyses, compilations and other writings related thereto or based thereon.


 


(b) Each
of the Purchaser and the Parent hereby agrees that during the Interim Period and, in the event this Agreement is terminated in
accordance with Article IX, for a period of two (2) years after such termination, it shall, and shall cause its Representatives
to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection
with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations
hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish,
disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s
prior written consent; and (ii) in the event that the Purchaser, the Parent or any of their Representatives becomes legally compelled
to disclose any Company Confidential Information, (A) provide the Company with prompt written notice of such requirement so that
the Company, any Seller or an Affiliate of any of them may seek a protective order or other remedy or waive compliance with this
Section 6.13(b), and (B) in the event that such protective order or other remedy is not obtained, or the Company waives
compliance with this Section 6.13(b), furnish only that portion of such Company Confidential Information which is legally
required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain
assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement
is terminated and the transactions contemplated hereby are not consummated, the Purchaser and the Parent shall, and shall cause
their Representatives to, promptly deliver to the Company any and all copies (in whatever form or medium) of Company Confidential
Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon.
Notwithstanding the foregoing, the Purchaser, the Parent and their Representatives shall be permitted to disclose any and all Company
Confidential Information to the extent required by the Federal Securities Laws.


 


6.14 Litigation
Support. Following the Closing, in the event that and for so long as any Party is actively contesting or defending against
any third party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date
involving the Purchaser, the Parent or any Target Company, each of the other Parties will (i) reasonably cooperate with the contesting
or defending party and its counsel in the contest or defense, (ii) make available its personnel at reasonable times and upon reasonable
notice and (iii) provide (A) such testimony and (B) access to its non-privileged books and records as may be reasonably requested
in connection with the contest or defense, at the sole cost and expense of the contesting or defending party.


 






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6.15 Documents
and Information. After the Closing Date, the Parent, the Purchaser and the Target Companies shall, and shall cause their respective
Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents
pertaining to the business of the Target Companies in existence on the Closing Date.


 


6.16 [Intentionally
Omitted.] 


 


6.17 Supplemental
Disclosure Schedules.


 


(a) During
the Interim Period, each of the Company and each Seller shall have the right, by providing one or more written supplemental disclosure
schedules (“Supplemental Disclosure Schedules”) to the others, to update its disclosure schedules: (a)
to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing
or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which
updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. Other than
any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’
respective obligations under the Agreement (including for purposes of determining satisfaction or waiver of the conditions set
forth in Article VIII), or any other remedy available to the Parties arising from a representation or warranty that was
or would be inaccurate, or a warranty that would be breached, without qualification by the update.


 


(b) For
the purposes of the Company Disclosure Schedules, any information, item or other disclosure set forth in any part of such disclosure
schedules (or, to the extent applicable, any Supplemental Disclosure Schedule) shall be deemed to have been set forth in all other
applicable parts of such disclosure schedules (or, to the extent applicable, Supplemental Disclosure Schedules) to the extent that
the applicability of such disclosure to such other parts is reasonably apparent on the face of such disclosure. Inclusion of information
in any disclosure schedule or Supplemental Disclosure Schedule shall not be construed as an admission by such party that such information
is material to the business, properties, financial condition or results of operations of, as applicable, the Company, any Seller
or their respective Affiliates. Matters reflected in any disclosure schedule or Supplemental Disclosure Schedule is not necessarily
limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall not be deemed an
admission that such matters were required to be reflected in such disclosure schedule or Supplemental Disclosure Schedule. Such
additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.


 


6.18 SOX
404(b) Compliance. From and after the Closing, the Sellers agree to engage the Parent’s audit firm to complete an attestation,
to the extent required pursuant to Section 404(b) of SOX and Item 308(b) of Regulation S-K, of the Parent’s internal control
over financial reporting effective no later than December 31, 2021, or such earlier date as is required by SEC rules or other applicable
Law, with such audit firm’s attestation report to be included in the Parent’s applicable annual report, if required
by SEC rules or other applicable Law.


 






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Article
VII

SURVIVAL 


 


7.1 Survival.


 


(a) All
representations and warranties of the Company and the Sellers contained in this Agreement (including all schedules and exhibits
hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing
through and until the second (2nd) anniversary of the Closing Date; provided, however, that (a) the representations
and warranties contained in Sections 4.14 (Taxes and Returns), 4.19 (Benefit Plans), 4.20 (Environmental Matters),
4.30 (Information Supplied) and 5.10 (Information Supplied) shall survive until sixty (60) days after the expiration
of the applicable statute of limitations, and (b) the representations and warranties contained in Sections 4.1 (Due Organization
and Good Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.28
(Finders and Investment Bankers), 4.29 (Independent Investigation), 5.1 (Due Organization and Good Standing), 5.2
(Authorization; Binding Agreement), 5.3 (Ownership), 5.8 (Finders and Investment Bankers) and 5.9 (Independent
Investigation) will survive indefinitely. Additionally, Fraud Claims against the Company or the Sellers shall survive indefinitely.
If written notice of a claim for breach of any representation or warranty has been given before the applicable date when such representation
or warranty no longer survives in accordance with this Section 7.1(a), then the relevant representations and warranties
shall survive as to such claim, until the claim has been finally resolved. All covenants, obligations and agreements of the Company
and the Sellers contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments
and undertakings furnished pursuant to this Agreement) shall survive the Closing and continue until fully performed in accordance
with their terms.


 


(b) The
representations and warranties of the Purchaser and the Parent contained in this Agreement or in any certificate or instrument
delivered pursuant to this Agreement shall not survive the Closing, and from and after the Closing, each of the Purchaser and the
Parent and their Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against
the Purchaser, the Parent or their Representatives with respect thereto. The covenants and agreements made by the Purchaser or
the Parent in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising
out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained
herein and therein that by their terms apply or are to be performed in whole or in part after the Closing.


 


7.2 Indemnification
by the Sellers. Subject to the terms and conditions of this Article VII, from and after the Closing, the Sellers and
their respective successors and assigns (the “Indemnifying Parties”) will jointly and severally indemnify,
defend and hold harmless the Purchaser, the Parent and their Affiliates and their respective officers, directors, managers, employees,
successors and permitted assigns (the “Indemnified Parties”) from and against any and all losses, Actions,
Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts
paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’
fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon,
any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not
involving a Third Party Claim): (i) the breach of any representation or warranty made by the Company or any Seller set forth in
this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (ii) the breach of any
covenant or agreement on the part of any Seller or the Company set forth in this Agreement or in any certificate delivered by the
Company or any Seller pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of a Target
Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities
of a Target Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption
or conversion of any such securities; or (iv) any Fraud Claims.


 


7.3 General
Indemnification Provisions.


 


(a) Solely
for purposes of determining the amount of Losses under this Section 7.3 (and, for the avoidance of doubt, not for purposes
of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties
and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified
by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such
qualification.


 






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(b) No
investigation or knowledge by an Indemnified Party or its Representatives of a breach of a representation, warranty, covenant or
agreement of an Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party
or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Section 7.3,
with respect thereto.


 


(c) The
amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid
to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall
accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance
coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment.


 


7.4 Indemnification
Procedures.


 


(a) The
Parent shall have the sole right to act on behalf of the Indemnified Parties with respect to any indemnification claims made pursuant
to this Article VII, including bringing and settling any claims hereunder and receiving any notices on behalf of the Indemnified
Parties. The Sellers shall have the sole right to act on behalf of the Indemnifying Parties with respect to any indemnification
claims made pursuant to this Article VII, including defending and settling any claims hereunder and receiving any notices
on behalf of the Indemnifying Parties.


 


(b) 
In order to make a claim for indemnification hereunder, the Parent on behalf of an Indemnified Party must provide written notice
(a “Claim Notice”) of such claim to the Sellers on behalf of the Indemnifying Parties, which Claim Notice
shall include (i) a reasonable description of the facts and circumstances which relate to the subject matter of such indemnification
claim to the extent then known and (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to
the extent known or reasonably estimable (provided, that the Parent may thereafter in good faith adjust the amount of Losses with
respect to the claim by providing a revised Claim Notice to the Sellers).


 


(c) In
the case of any claim for indemnification under this Article VII arising from a claim of a third party (including any Governmental
Authority) (a “Third Party Claim”), the Parent must give a Claim Notice with respect to such Third Party
Claim to the Sellers promptly (but in no event later than thirty (30) days) after the Indemnified Party’s receipt of notice
of such Third Party Claim; provided, that the failure to give such notice will not relieve the Indemnifying Party of its
indemnification obligations except to the extent that the defense of such Third Party Claim is materially and irrevocably prejudiced
by the failure to give such notice. The Sellers will have the right to defend and to direct the defense against any such Third
Party Claim, at its expense and with counsel selected by the Sellers, unless (i) the Sellers fail to acknowledge fully to the Parent
the obligations of the Indemnifying Party to the Indemnified Party within twenty (20) days after receiving notice of such Third
Party Claim or contests, in whole or in part, their indemnification obligations therefor or (ii) at any time while such Third Party
Claim is pending, (A) there is a conflict of interest between the Sellers on behalf of the Indemnifying Party and the Parent on
behalf of the Indemnified Party in the conduct of such defense, (B) the applicable third party alleges a Fraud Claim or (C) such
claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable
relief against the Indemnified Party. If the Sellers on behalf of the Indemnifying Party elect, and are entitled, to compromise
or defend such Third Party Claim, they will within twenty (20) days (or sooner, if the nature of the Third Party Claim so requires)
notify the Parent of their intent to do so, and the Parent and the Indemnified Party will, at the request and expense of the Sellers,
cooperate in the defense of such Third Party Claim. If the Sellers on behalf of the Indemnifying Party elect not to, or at any
time are not entitled under this Section 7.4 to, compromise or defend such Third Party Claim, fail to notify the Parent
of their election as herein provided or refuse to acknowledge or contest their obligation to indemnify under this Agreement, the
Parent on behalf of the Indemnified Party may pay, compromise or defend such Third Party Claim. Notwithstanding anything to the
contrary contained herein, the Indemnifying Party will have no indemnification obligations with respect to any such Third Party
Claim which is settled by the Indemnified Party or the Parent without the prior written consent of the Sellers on behalf of the
Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned); provided, however,
that notwithstanding the foregoing, the Indemnified Party will not be required to refrain from paying any Third Party Claim which
has matured by a final, non-appealable Order, nor will it be required to refrain from paying any Third Party Claim where the delay
in paying such claim would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnified
Party or where any delay in payment would cause the Indemnified Party material economic loss. The Sellers’ right on behalf
of the Indemnifying Party to direct the defense will include the right to compromise or enter into an agreement settling any Third
Party Claim; provided, that no such compromise or settlement will obligate the Indemnified Party to agree to any settlement
that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the Indemnified
Party other than the execution of a release for such Third Party Claim and/or agreeing to be subject to customary confidentiality
obligations in connection therewith, except with the prior written consent of the Parent on behalf of the Indemnified Party (such
consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Sellers’ right on behalf
of the Indemnifying Party to compromise or settle in accordance with the immediately preceding sentence, the Sellers on behalf
of the Indemnifying Party may not settle or compromise any Third Party Claim over the objection of the Parent on behalf of the
Indemnified Party; provided, however, that consent by the Parent on behalf of the Indemnified Party to settlement or compromise
will not be unreasonably withheld, delayed or conditioned. The Parent on behalf of the Indemnified Party will have the right to
participate in the defense of any Third Party Claim with counsel selected by it subject to the Sellers’ right on behalf of
the Indemnifying Party to direct the defense.


 






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(d) With
respect to any direct indemnification claim that is not a Third Party Claim, the Sellers on behalf of the Indemnifying Party will
have a period of thirty (30) days after receipt of the Claim Notice to respond thereto. If the Sellers on behalf of the Indemnifying
Party do not respond within such thirty (30) days, the Sellers on behalf of the Indemnifying Party will be deemed to have accepted
responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in this Article
VII and will have no further right to contest the validity of such Claim Notice. If the Sellers on behalf of the Indemnifying
Party respond within such thirty (30) days after the receipt of the Claim Notice and reject such claim in whole or in part, the
Parent on behalf of the Indemnified Party will be free to pursue such remedies as may be available under this Agreement (subject
to Section 11.4), any Ancillary Documents or applicable Law.


 


Article
VIII

CLOSING CONDITIONS


 


8.1 Conditions
to Each Party’s Obligations. The obligations of each Party to consummate the transactions described herein shall be subject
to the satisfaction or written waiver (where permissible) by the Company, the Parent and the Purchaser of the following conditions:


 


(a) Requisite
Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate
the transactions contemplated by this Agreement, shall have been obtained or made.


 


(b) Requisite
Consents. The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in
order to consummate the transactions contemplated by this Agreement as set forth in Schedule 8.1(c) shall have each been
obtained or made.


 


(c) No
Law. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary
or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by
this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.


 


(d) No
Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the
consummation of the Closing.


 


8.2 Conditions
to Obligations of the Company and the Sellers. In addition to the conditions specified in Section 8.1, the obligations
of the Company and the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction or
written waiver (by the Company) of the following conditions:


 


(a) Representations
and Warranties. All of the representations and warranties of the Purchaser and the Parent set forth in this Agreement and in
any certificate delivered by the Purchaser or the Parent pursuant hereto shall be true and correct on and as of the date of this
Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties
that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date),
and (ii) any failures to be true and correct that do not materially and adversely affect the Purchaser’s or the Parent’s
ability to consummate the transactions contemplated hereby.


 


(b) Agreements
and Covenants. The Purchaser and the Parent shall have performed in all material respects all of the Purchaser’s and
the Parent’s, respectively, obligations and complied in all material respects with all of the Purchaser’s and Parent’s
agreements and covenants under this Agreement to be performed or complied with by the Purchaser or Parent on or prior to the Closing
Date.


 


(c) No
Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Purchaser or the Parent (excluding
the Subsidiaries of the Purchaser or the Parent (other than the Purchaser)) since the date of this Agreement.


 






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(d) Closing
Deliveries.


 


(i) Officer
Certificate. The Parent shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer
of the Parent in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b)
and 8.2(c).


 


(ii) Secretary
Certificate. The Parent shall have delivered to the Company a certificate from its secretary certifying as to (A) copies of
the Parent’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Parent’s board
of directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which
it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby and (C) the incumbency
of officers authorized to execute this Agreement or any Ancillary Document to which the Parent is or is required to be a party
or otherwise bound.


 


(iii) Share
Certificates and Transfer Instruments. The Purchaser shall have received from Sellers share certificates representing the Purchased
Shares (or duly executed affidavits of lost stock certificates and indemnities in forms and substance reasonably acceptable to
the Purchaser), together with executed instruments of transfer in respect of the Purchased Shares in favor of the Purchaser (or
its nominee) and in form reasonably acceptable for transfer on the books of the Company.


 


(e) Effectiveness
of Certain Ancillary Documents.


 


(i) Non-Competition
Agreements. The Non-Competition and Non-Solicitation Agreements to be entered into by Sellers and the other Subject Parties
thereto (as defined therein) in favor of and for the benefit of the Parent and Purchaser, the Company and each of the other Covered
Parties (as defined therein) (each, a “Non-Competition Agreement”), the form of which is attached as
Exhibit A hereto, shall be duly executed and delivered and in full force and effect in accordance with the terms thereof
as of the Closing.


 


(ii) Lock-Up
Agreement. The Lock-Up Agreement to be entered into by and among the Sellers and the Parent (the “Lock-Up Agreement”),
the form of which is attached as Exhibit B hereto, shall be duly executed and delivered and in full force and effect in
accordance with the terms thereof as of the Closing.


 


8.3 Conditions
to Obligations of the Purchaser and the Parent. In addition to the conditions specified in Section 8.1, the obligations
of the Purchaser and the Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction or
written waiver (by the Purchaser and the Parent, respectively) of the following conditions:


 


(a) Representations
and Warranties. All of the representations and warranties of the Company and the Sellers set forth in this Agreement and in
any certificate delivered by the Company or Sellers pursuant hereto shall be true and correct on and as of the date of this Agreement
and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address
matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii)
any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material
Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse
Effect on, or with respect to, any Target Company or adversely affects the Company’s or Sellers’ ability to consummate
the transactions contemplated hereby.


 






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(b) Agreements
and Covenants. The Company and Sellers shall have performed in all material respects all of such Party’s obligations
and complied in all material respects with all of such Party’s agreements and covenants under this Agreement to be performed
or complied with by it on or prior to the Closing Date.


 


(c) No
Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to any Target Company since the date of
this Agreement.


 


(d) Closing
Deliveries.


 


(i) Officer
Certificate. The Purchaser and the Parent shall have received a certificate from the Company, dated as the Closing Date, signed
by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections
8.3(a), 8.3(b) and 8.3(c).


 


(ii) Seller
Certificate. The Purchaser and the Parent shall have received a certificate from each Seller, dated as of the Closing Date,
signed by such Seller, certifying as to the satisfaction of the conditions specified in Sections 8.3(a) and 8.3(b)
with respect to such Seller.


 


(iii) Secretary
Certificate. The Company shall have delivered to the Purchaser and the Parent a certificate from its secretary certifying as
to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s
board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary
Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby,
and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is
required to be a party or otherwise bound.


 


(iv) Good
Standing. The Company shall have delivered to the Purchaser and the Parent good standing certificates (or similar documents
applicable for such jurisdictions) for each Target Company certified as of a date no later than five (5) days prior to the Closing
Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction
in which the Target Company is qualified to conduct business as a foreign corporation or other entity as of the Closing, in each
case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.


 


(v) Certified
Charter. The Company shall have delivered to the Purchaser and the Parent a copy of the Company Charter, as in effect as of
the Closing, certified by the appropriate Governmental Authority as of a date no more than ten (10) Business Days prior to the
Closing Date.


 


(vi) [Intentionally
Omitted]


 


(vii) 
[Intentionally Omitted]


 


(viii) Share
Certificates and Transfer Instruments. The Purchaser shall have received from Sellers share certificates representing the Purchased
Shares (or duly executed affidavits of lost stock certificates and indemnities in forms and substance reasonably acceptable to
the Purchaser), together with executed instruments of transfer in respect of the Purchased Shares in favor of the Purchaser (or
its nominee) and in form reasonably acceptable for transfer on the books of the Company.


 


(ix) Board
Resolutions. The Purchaser and the Parent shall have received duly executed written resolutions of the board of directors of
the Company, in the agreed form, approving: the transfer of the Purchased Shares to the Purchaser (or its nominee) at Closing;
and the appointment of such persons as directors and/or officers of the Company as the Parent may request prior to Closing.


 


(x) Effectiveness
of Certain Ancillary Documents. Each of the Non-Competition Agreements and the Lock-Up Agreement shall be duly executed and
delivered and in full force and effect in accordance with the terms thereof as of the Closing.


 






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8.4 Frustration
of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition
set forth in this Article VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates
(or with respect to the Company, any Target Company or any Seller) to comply with or perform any of its covenants or obligations
set forth in this Agreement.


 


Article
IX

TERMINATION AND EXPENSES


 


9.1 Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as
follows:


 


(a) by
mutual written consent of the Purchaser, the Parent and the Company;


 


(b) by
written notice by the Purchaser, the Parent or the Company if any of the conditions to the Closing set forth in Article VIII
have not been satisfied or waived by the six (6) month anniversary of the date of this Agreement (the “Outside Date”);
provided, however, the right to terminate this Agreement under this Section 9.1(b) shall not be available
to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, the Sellers) of any representation,
warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on
or before the Outside Date;


 


(c) by
written notice by either the Purchaser, the Parent or the Company if a Governmental Authority of competent jurisdiction shall have
issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated
by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the
right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to a Party if the failure by such
Party or its Affiliates (or with respect to the Company, the Sellers) to comply with any provision of this Agreement has been a
substantial cause of, or substantially resulted in, such action by such Governmental Authority;


 


(d) by
written notice by the Company, if (i) there has been a breach by the Purchaser or the Parent of any of its representations, warranties,
covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser or the Parent shall
have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a)
or Section 8.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later,
the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A)
twenty (20) days after written notice of such breach or inaccuracy is provided by the Company or (B) the Outside Date; provided,
that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if at such time the
Company or any Seller is in material uncured breach of this Agreement;


 


(e) by
written notice by the Purchaser or the Parent, if (i) there has been a breach by the Company or any Seller of any of their respective
representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such
Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section
8.3(a) or Section 8.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement
or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the
earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Purchaser or the Parent or
(B) the Outside Date; provided, that the Purchaser or Parent shall not have the right to terminate this Agreement pursuant
to this Section 9.1(e) if at such time the Purchaser or Parent is in material uncured breach of this Agreement; or


 






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(f) by
written notice by the Purchaser or the Parent if there shall have been a Material Adverse Effect on the Target Companies following
the date of this Agreement which is uncured and continuing.


 


9.2 Effect
of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant to
a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,
including the provision of Section 9.1 under which such termination is made. In the event of the valid termination of this
Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no Liability on the part
of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i)
Sections 6.11, 6.13, 9.3, 9.4, Article XI and this Section 9.2 shall survive the
termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation,
warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination
of this Agreement (in each case of clauses (i) and (ii) above). Without limiting the foregoing, and except as provided in Sections
9.3 and 9.4 and this Section 9.2, the Parties’ sole right prior to the Closing with respect to any breach
of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the
transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section
9.1.


 


9.3 Fees
and Expenses. Subject to Section 9.4, all Expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses” shall
include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors,
financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in
connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary
Document related hereto and all other matters related to the consummation of this Agreement.


 


9.4 Termination
Fee. Notwithstanding Section 9.3 above, in the event that there is a termination of this Agreement (a) by the Purchaser
or the Parent pursuant to Section 9.1(e) or Section 9.1(f) or (b) by the Company pursuant to Section 9.1(d),
the breaching Party shall pay to the other Party a termination fee equal to the Expenses actually incurred by or on behalf of such
other Party or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of
this Agreement or the transactions contemplated hereby, including any related SEC filings (the “Termination Fee”).
The cap of the Termination Fee shall be $300,000. The Termination Fee shall be paid by wire transfer of immediately available funds
to an account designated in writing by the Purchaser or the Company, respectively, within ten (10) Business Days after such Party
delivers to the other Party the amount of such Expenses, along with reasonable documentation in connection therewith. Notwithstanding
anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of
this Agreement in circumstances where the Termination Fee is payable, the payment of the Termination Fee shall, in light of the
difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any
other claim which any Party would otherwise be entitled to assert against the other Party or its Affiliates or any of their respective
assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the
transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Parties, provided,
that the foregoing shall not limit the rights of any Party to seek specific performance or other injunctive relief in lieu of terminating
this Agreement.


 






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Article
X

RELEASES 


 


10.1 Release
and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf
of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing
Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations,
agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person
now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account
of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement
from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to
claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants
to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind
against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding
anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person
may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.


 


Article
XI

MISCELLANEOUS


 


11.1 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
Party at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	
        If to the Company, to:

         

        Attention: Yongsheng Chen

        Jilin Chuangyuan Chemical Co., Ltd.

        Huigu Industrial Park, Economic Development Zone,

        Meihekou City, Jilin Province, China

        Telephone No.: (86) 435-422
        7709

         
	
        If to Parent, to

         

        

        Planet Green Holdings Corporation

        36-10 Union St. 2nd Floor

        Flushing, NY 11354

        Telephone No.: (718) 799 0380

         

        With copies to (which shall not constitute notice):

         

        Becker & Poliakoff LLP

        45 Broadway, 17th Floor

        New York, New York 10006

        Attention: Bill Huo

                           Brian Daughney

        Telephone No.: (212) 599-3322 Email:bhuo@beckerlawyers.com

        bdaughney@beckerlawyers.com

         

	
        If to Sellers, to:

         

        Attention: Yongsheng Chen

        Jilin Chuangyuan Chemical Co., Ltd.

        Huigu Industrial Park, Economic Development Zone,

        Meihekou City, Jilin Province, China

        Telephone No.: (86) 435-422
        7709

         
	
        If to Purchaser, to

         

        Jiayi (Xianning) Technologies Co., Ltd.

        36-10 Union St. 2nd Floor

        Flushing, NY 11354

        Telephone No.: (718) 799 0380

         

        With copies to (which shall not constitute notice):

         

        Becker & Poliakoff LLP

        45 Broadway, 17th Floor

        New York, New York 10006

        Attention: Bill Huo

                           Brian Daughney

        Telephone No.: (212) 599-3322 Email:bhuo@beckerlawyers.com

        bdaughney@beckerlawyers.com



 






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11.2 Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise
without the prior written consent of the Purchaser, the Parent and the Company, and any assignment without such consent shall be
null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.


 


11.3 Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person
that is not a Party hereto or thereto or a successor or permitted assign of such a Party.


 


11.4 Arbitration.
Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 11.4) arising
out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”)
shall be governed by this Section 11.4. A party must, in the first instance, provide written notice of any Disputes to the
other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the
Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days
of the notice of such Dispute being received by such other parties subject to such Dispute (the “Resolution Period”);
provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within
sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any
Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant
to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”)
of the American Arbitration Association (the “AAA”). Any party involved in such Dispute may submit the
Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement
are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the
AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable
to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes
under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but
in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The
proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law
of the state of New York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any
party to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including
to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing
power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or
the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the
arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State
of New York. The language of the arbitration shall be English.


 






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11.5 Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of
New York without regard to the conflict of laws principles thereof. Subject to Section 11.4, all Actions arising out of
or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New
York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Subject
to Section 11.4, each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the
purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives,
and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action
is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated
hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably
consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party
at the applicable address set forth in Section 11.1. Nothing in this Section 11.5 shall affect the right of any Party
to serve legal process in any other manner permitted by Law.


 


11.6 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 ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6.


 


11.7 Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached.
Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and
to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or
to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be
entitled under this Agreement, at law or in equity.


 


11.8 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall
be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision.


 


11.9 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser, the
Parent and the Company.


 






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11.10 Waiver.
The Parent on behalf of itself and its Affiliates, on the one hand, and the Company on behalf of itself and its Affiliates, may
in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party
hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein
or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or
condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by
the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
of any other right hereunder.


 


11.11 Entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached
hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire
agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or
the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among
the Parties with respect to the subject matter contained herein.


 


11.12 Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In
this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted
by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting
term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance
with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar
import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or
other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be
deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;
(h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each
case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy,
Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument,
insurance policy, Law or Order 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, regulations, rules or orders) by succession of comparable successor
statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except
as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”,
and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term
“Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors
shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers
shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary
Document to a Person’s shareholders shall include any applicable owners of the equity interests of such Person, in whatever
form, including with respect to the Parent its shareholders under the NRS or its Organizational Documents. The Parties have participated
jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. To the extent that any
Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or
made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been
given, delivered, provided and made available to the Parent or its Representatives, such Contract, document, certificate or instrument
shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of the Parent and its Representatives
and the Parent and its Representatives have been given access to the electronic folders containing such information.


 






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11.13 Counterparts.
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts,
and by the different Parties hereto 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.


 


Article
XII

DEFINITIONS 


 


12.1 Certain
Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:


 


“Action”
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or
investigation, by or before any Governmental Authority.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
with such Person.


 


“Ancillary
Documents” means each agreement, instrument or document attached hereto as an Exhibit, including the Non-Competition
Agreements and the Lock-Up Agreement and the other agreements, certificates and instruments to be executed or delivered by any
of the Parties in connection with or pursuant to this Agreement.


 


“Benefit
Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity
purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or
other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit
sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program,
agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA,
maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee
of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether
formal or informal, and whether legally binding or not.


 


“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New
York, New York are authorized to close for business.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section
of the Code shall include such section and any valid treasury regulation promulgated thereunder.


 


“Company
Charter” means the business license and bylaws of the Company, as amended and effective under applicable Laws.


 


“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies
or the Sellers or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated
hereby; provided, however, that Company Confidential Information shall not include any information which, (i) at
the time of disclosure by the Purchaser, the Parent or their Representatives, is generally available publicly and was not disclosed
in breach of this Agreement or (ii) at the time of the disclosure by the Company, the Sellers or their respective Representatives
to the Purchaser, the Parent or their Representatives was previously known by such receiving party without violation of Law or
any confidentiality obligation by the Person receiving such Company Confidential Information.


 


“Company
Ordinary Shares” means the shares of par value $1.00 each in the Company.


 


“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.


 


“Contracts”
means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses
(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments
or obligations of any kind, written or oral (including any amendments and other modifications thereto).


 






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“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning
beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more
of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director,
general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority
that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew,
mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit
of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.


 


“Copyrights”
means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations
and applications for registration and renewal, and non-registered copyrights.


 


“Environmental
Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation
or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water
supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use,
storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous
Materials.


 


“Environmental
Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Losses,
damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and
costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or
demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent,
whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based
upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental
Authority or other Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a
Release or threatened Release of Hazardous Materials.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign
Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established
or maintained outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees
of the Company or such Subsidiaries residing outside the United States, which plan, fund or other similar program or arrangement
provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.


 


“Fraud Claim”
means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.


 


“GAAP”
means generally accepted accounting principles as in effect in the United States of America.


 






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“Governmental
Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body,
instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other
similar dispute-resolving panel or body.


 


“Hazardous
Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a
“hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated
substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental
Law, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental
Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.


 


“Indebtedness”
of any Person means (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but
unpaid interest) or for the deferred purchase price of property or services, (b) any other indebtedness of such Person that is
evidenced by a note, bond, debenture, credit agreement or similar instrument, (c) all obligations of such Person under leases that
should be classified as capital leases in accordance with GAAP, (d) all obligations of such Person for the reimbursement of any
obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that
has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances issued or created, (f) all interest
rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made
by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by an Lien on any property
of such Person and (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any
Indebtedness of such Person and (h) all obligation described in clauses (a) through (g) above of any other Person which is directly
or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire
or in respect of which it has otherwise assured a creditor against loss.


 


“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks,
Copyrights, Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements
or permissions related to the preceding property.


 


“Internet
Assets” means any all domain name registrations, web sites and web pages and related rights, items and documentation
related thereto.


 


“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of any Target Company, including
Bin Zhou, after due inquiry or (ii) any other Party, the actual knowledge of its directors and executive officers, after due inquiry.


 


“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code,
edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order
or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into
effect by or under the authority of any Governmental Authority.


 


“Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including
Tax liabilities due or to become due.


 






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“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction
(whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing
or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.


 


“Material
Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has
had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business,
assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries,
taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions
contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder
or thereunder; provided, however, that any changes or effects directly or indirectly attributable to, resulting from,
relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be
deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material
Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country
or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect
the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting
principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its
Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster;
(v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts
or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered
in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded
by another exception herein); provided further, however, that any event, occurrence, fact, condition, or change referred
to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred
or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate
effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of
its Subsidiaries primarily conducts its businesses.


 


“NRS”
means Nevada Revised Statutes, as amended.


 


“NYSE”
means the NYSE American exchange.


 


“Organizational
Documents” means, with respect to the Parent, the Parent Charter, and with respect to any other Party, its Certificate
of Incorporation and Bylaws or similar organizational documents, in each case, as amended.


 


“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other
action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental
Authority.


 


“Parent Charter”
means the articles of incorporation of the Parent, as amended and effective under the NRS.


 


“Parent Confidential
Information” means all confidential or proprietary documents and information concerning the Parent, its Subsidiaries
or any of its Representatives; provided, however, that Parent Confidential Information shall not include any information
which, (i) at the time of disclosure by the Company, Sellers or their respective Representatives, is generally available publicly
and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Parent or its Representatives to
the Company, Sellers or their respective Representatives was previously known by such receiving party without violation of Law
or any confidentiality obligation by the Person receiving such Parent Confidential Information. For the avoidance of doubt, from
and after the Closing, Parent Confidential Information will include the confidential or proprietary information of the Target Companies.


 






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“Parent Shares”
means the shares of common stock, par value $0.001 per share, of the Parent.


 


“Parent Share
Price” shall mean the average closing trade price of each Parent Share (or any successor equity security, including
equity securities of a successor entity issued in exchange for Parent Shares) as listed by NYSE (or any successor exchange or quotation
system on which such shares are listed or quoted) for the twenty (20) day trading period ending on the trading day immediately
prior to the date of determination.


 


“Patents”
means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,
and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues
thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified,
withdrawn, or refiled).


 


“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations,
exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications,
designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.


 


“Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i)
not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established
with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which
are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere
with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection
with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in
the ordinary course of business, or (v) Liens arising under this Agreement or any Ancillary Document.


 


“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or
political subdivision thereof, or an agency or instrumentality thereof.


 


“Personal
Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,
parts and other tangible personal property.


 


“PRC”
means the People’s Republic of China.


 


“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the
indoor or outdoor environment, or into or out of any property.


 


“Remedial
Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii)
prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct
a condition of noncompliance with Environmental Laws.


 






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“Representative”
means, as to any Person, such Person’s Affiliates and its and their managers, directors, officers, employees, agents and
advisors (including financial advisors, counsel and accountants).


 


“RMB”
means Renminbi of the People’s Republic of China.


 


“SEC”
means the Securities and Exchange Commission (or any successor Governmental Authority).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Software”
means any computer software programs, including all source code, object code, and documentation related thereto and all software
modules, tools and databases.


 


“SOX”
means the Sarbanes-Oxley Act of 2002, as amended.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association
or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity
if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or
will be or control the managing director, managing member, general partner or other managing Person of such partnership, association
or other business entity.


 


“Target Company”
means each of the Company and its direct and indirect Subsidiaries (if any).


 


“Tax Return”
means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection
of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.


 


“Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use,
value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment,
social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp,
occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments
or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect
thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment
of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement
with, or any other express or implied agreement to indemnify, any other Person.


 


“Trade Secrets”
means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes,
procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods,
know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether
or not patentable or subject to copyright, trademark, or trade secret protection).


 


“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate
names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and
applications for registration and renewal thereof.


 






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12.2 Section
References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section
as set forth below adjacent to such terms:


 


	Term	 	Section  
	AAA	 	11.4  
	AAA Procedures	 	11.4  
	Accounts Receivable	 	4.25  
	Acquisition Proposal	 	6.6(a)  
	Agreement	 	Preamble  
	Alternative Transaction	 	6.6(a)  
	Closing	 	2.1  
	Closing Date	 	2.1  
	Company	 	Preamble  
	Company Benefit Plan	 	4.19(a)  
	Company Disclosure Schedules	 	Article IV  
	Company Financials	 	4.7(a)  
	Company IP	 	4.13(d)  
	Company IP Licenses	 	4.13(a)  
	Company Material Contract	 	4.12(a)  
	Company Permits	 	4.10  
	Company Personal Property Leases	 	4.16  
	Company Real Property Leases	 	4.15  
	Company Registered IP	 	4.13(a)  
	CSRC	 	4.31(a)  
	Dispute	 	11.4  
	Enforceability Exceptions	 	3.2  
	Environmental Permit	 	4.20(a)  
	Exchange Shares	 	1.2  
	Expenses	 	9.3  
	Interim Balance Sheet Date	 	4.7(a)  
	Interim Period	 	6.2(a)  
	Lock-Up Agreement	 	8.2(e)(ii)  
	Non-Competition Agreement	 	8.2(e)(i)  
	Off-the-Shelf Software Agreements	 	4.13(a)  
	Outbound IP License	 	4.13(c)  
	Outside Date	 	9.1(b)  
	Parent	 	Preamble  
	Party(ies)	 	Preamble  
	PRC Establishment Document	 	4.4(c)  
	PRC Mergers and Acquisitions Rules	 	4.32(b)  
	PRC Overseas Investment and Listing Regulations	 	4.32(a)  
	PRC Target Company	 	4.4(c)  
	Pro Rata Share	 	1.2  
	Public Certifications	 	3.6(a)  
	Purchased Shares	 	1.1  
	Purchaser	 	Preamble  
	Parent Financials	 	3.6(b)  
	Parent Material Contracts	 	 
	Related Person	 	4.21  
	Releasing Persons	 	10.1  
	Resolution Period	 	11.4  
	SAFE	 	4.31(a)  
	SEC Reports	 	3.6(a)  
	Sellers	 	Preamble  
	Specified Courts	 	11.5  
	Supplemental Disclosure Schedules	 	6.17(a)  
	Termination Fee	 	9.4  
	Top Customers	 	4.23  



 


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IN WITNESS WHEREOF,
each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date
first written above.


 


	 	The Parent:
	 	 
	 	PLANET GREEN HOLDINGS CORPORATION,
	 	a Nevada corporation
	 	 	 
	 	By:	 
	 	 	Name: Bin Zhou  
	 	 	Title: CEO 
	 	 	 
	 	The Purchaser:
	 	 	 
	 	JIAYI TECHNOLOGIES (XIANNING) CO., LTD. 
	 	a Chinese limited liability company
	 	 	 
	 	By:	 
	 	 	Name: Bin Zhou 
	 	 	Title: CEO 
	 	 	 
	 	The Company:
	 	 	 
	 	JILIN CHUANGYUAN CHEMICAL CO., LTD. 
	 	a Chinese limited liability company
	 	 	 
	 	By:	 
	 	 	Name: Yongsheng Chen
	 	 	Title: CEO 
	 	 	 
	 	The Sellers:
	 	 	 
	 	 
	 	Yongsheng Chen 
	 	 	 
	 	 
	 	Xiaodong Cai



 






     


     


    

 


ANNEX I

List of Sellers


 


	 
Seller Name
	 	Pro Rata

Portion of

 Purchased Shares

 Held by Seller	 	 	Parent Shares

Issued in

 Exchange of

 Shares of Company	 
	Yongsheng Chen	 	 	45.0	%	 	 	1,980,000	 
	Xiaodong Cai	 	 	30.0	%	 	 	1,320,000	 
	TOTAL	 	 	75.00	%	 	 	3,300,000