Exhibit 10.3


 


NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


THIS NON-COMPETITION
AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 9, 2021 by Yongsheng
Chen and Xiaodong Cai (“Sellers”), and Yongsheng Chen serving as director, officer, manager or employee
of the Company (as defined below) or any of its Subsidiaries (“Managers” and, together with Sellers,
the “Subject Parties”), in favor of and for the benefit of Planet Green Holdings Corporation,
a corporation incorporated in the State of Nevada (“Parent”), Jilin Chuangyuan Chemical Co., Ltd., a
limited liability incorporated in China (the “Company”), and each of Parent’s, and/or the Company’s
respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively, the “Covered
Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term
in the Share Exchange Agreement.


 


WHEREAS, on March 9,
2021, Parent, the Company and Sellers entered into that certain Share Exchange Agreement (as amended from time to time in accordance
with the terms thereof, the “Share Exchange Agreement”), by and among Parent, the Company and Sellers,
pursuant to which, subject to the terms and conditions thereof, Purchaser will acquire from Sellers 75% of the issued and outstanding
shares and other equity interests of the Company in exchange for 3,300,000 Parent Shares;


 


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


 


WHEREAS, in connection
with, and as a condition to the consummation of the transactions contemplated by the Share Exchange Agreement (the “Transactions”),
and to enable Parent to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill
and confidential information of the Company and its Subsidiaries, and Parent have required that the Subject Parties enter into
this Agreement;


 


WHEREAS, the Subject
Parties are entering into this Agreement in order to induce Parent to consummate the Transactions, pursuant to which each Subject
Party will directly or indirectly receive a material benefit; and


 


WHEREAS, Sellers, as
former owners of the Company, and Managers, as director, officer or employee of the Company or its Subsidiaries, have contributed
to the value of the Company and have obtained extensive and valuable knowledge and confidential information concerning the business
of the Company and its Subsidiaries.


 


NOW, THEREFORE, in
order to induce Parent to consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each Subject Party hereby agrees as follows:


 


1. Restriction on
Competition.


 


(a)  Restriction.
Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of
the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers,
directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the
later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from
the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will
not, and will cause its Affiliates not to, without the prior written consent of Parent (which may be withheld in its sole discretion),
anywhere in North America and/or the Peoples’ Republic of China (the “Territory”), directly or
indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the
ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee,
agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business
(a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates
may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective
shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries
are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for
the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto
may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent
with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved
in the management or control of such Competitors.


 






     


     


    

 


(b)  Acknowledgment.
Each Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or such Subject Party’s own education,
experience and training, that (i) such Subject Party possesses knowledge of confidential information of the Company and its Subsidiaries
and the Business, (ii) such Subject Party’s execution of this Agreement is a material inducement to Parent to consummate
the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which such Subject Party will receive a substantial
direct or indirect financial benefit, and that Parent would not have entered into the Share Exchange Agreement or consummated the
Transactions but for the Subject Parties’ agreements set forth in this Agreement, (iii) it would impair the goodwill of the
Company and its Subsidiaries and reduce the value of the assets of the Company and its Subsidiaries and cause serious and irreparable
injury if such Subject Party were to use its ability and knowledge by engaging in the Business in competition with a Covered Party,
and/or to otherwise breach the obligations contained herein and that the Covered Parties would not have an adequate remedy at law
because of the unique nature of the Business, (iv) such Subject Party has no intention of engaging in the Business during the Restricted
Period other than Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete
and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon such
Subject Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered
Parties conduct and intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could
be located in any part of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited
activity, geographic area covered, scope and duration, (viii) the consideration provided to such Subject Party under this Agreement
and the Share Exchange Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary
to protect the goodwill or other business interests of the Covered Parties.


 


2.  No Solicitation;
No Disparagement.


 


(a)  No Solicitation
of Employees and Consultants. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without
the prior written consent of Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any
other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the
Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any
Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing)
any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party;
or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered
Party; provided, however, no Subject Party will be deemed to have violated this Section 2(a) if
any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom
such Subject Party is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on
behalf of such Subject Party (or such other Person whom such Subject Party is acting on behalf of) that is not targeted at such
Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement,
“Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor
of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination
or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date,
as of the Termination Date or during the one (1) year period preceding the Termination Date.


 


(b)  Non-Solicitation
of Customers and Suppliers. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without
the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person
(other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties),
directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer
(as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or
(B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship
in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt
(or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii)
divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide
services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v)
interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent
or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered
Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean
any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed
or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the
Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant
time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the
Termination Date.


 






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(c)  Non-Disparagement.
Each Subject Party agrees that from and after the Closing Date such Subject Party will not directly or indirectly engage in any
conduct that involves the making or publishing (including through electronic mail distribution or online social media) of any written
or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or
comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties
or their respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject
to Section 3 below, the provisions of this Section 2(c) shall not restrict any Subject Party
from providing truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection
with any legal action by such Subject Party against any Covered Party under this Agreement, the Share Exchange Agreement or any
other Ancillary Document that is asserted by such Subject Party in good faith.


 


3.  Confidentiality. From
and after the Closing Date, each Subject Party will, and will cause its Representatives to, keep confidential and not (except,
if applicable, in the performance of such Subject Party’s duties on behalf of the Covered Parties) directly or indirectly
use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written
consent of both Parent and Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered
Party Information” means all material and information relating to the business, affairs and assets of any Covered
Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical,
computer hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources,
business development, planning and/or other business activities, regardless of whether such material and information is maintained
in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party
through its Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended
and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence.
The obligations set forth in this Section 3 will not apply to any Covered Party Information where a Subject Party
can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality
agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no violation
of this Agreement or other non-disclosure obligation of such Subject Party or any of its Representatives; (iii) is already in the
possession of such Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed
pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party
is given reasonable prior written notice, (B) such Subject Party cooperates (and causes its Representatives to cooperate) with
any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses
(A) and (B) such disclosure is still required, such Subject Party and its Representatives only disclose such portion of the Covered
Party Information that is expressly required by such order, as it may be subsequently narrowed).


 


4.  Representations
and Warranties. Each Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of
the date of this Agreement and as of the Closing Date, that: (a) such Subject Party has full power and capacity to execute and
deliver, and to perform all of such Subject Party’s obligations under, this Agreement; and (b) neither the execution and
delivery of this Agreement nor the performance of such Subject Party’s obligations hereunder will result directly or indirectly
in a violation or breach of any agreement or obligation by which such Subject Party is a party or otherwise bound. By entering
into this Agreement, each Subject Party certifies and acknowledges that such Subject Party has carefully read all of the provisions
of this Agreement, and that such Subject Party voluntarily and knowingly enters into this Agreement.


 






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5.  Remedies. The
covenants and undertakings of the Subject Parties contained in this Agreement relate to matters which are of a special, unique
and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties,
the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. Each Subject Party agrees
that, in the event of any breach or threatened breach by such Subject Party of any covenant or obligation contained in this Agreement,
each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other
remedy at law or in equity or pursuant to the Share Exchange Agreement or the other Ancillary Documents that may be available to
the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining
order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual
damages or posting bond or security, which each Subject Party expressly waives; and (ii) recovery of the Covered Party’s
attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. If sought and obtained
in accordance with this Agreement, each Subject Party hereby consents to the award of any of the above remedies to the applicable
Covered Party in connection with any such breach or threatened breach. Each Subject Party hereby acknowledges and agrees that in
the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement
with such Subject Party) under or in connection with the Share Exchange Agreement shall not be considered a measure of, or a limit
on, the damages of the Covered Parties.


 


6.  Survival
of Obligations. The expiration of the Restricted Period will not relieve any Subject Party of any obligation or liability
arising from any breach by such Subject Party of this Agreement during the Restricted Period. Each Subject Party further agrees
that the time period during which the covenants contained in Section 1 and Section 2 of this
Agreement will be effective will be computed by excluding from such computation any time during which such Subject Party is in
violation of any provision of such Sections, provided the Company has delivered to the Subject Party notice of
any such exclusion prior to the date on which such time period would otherwise expire.


 


7.  Miscellaneous.


 


(a)  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 Parent (or any other Covered Party), to:

         

        Planet Green Holdings Corporation

        36-10 Union St. 2nd Floor

        Flushing NY 11354

        Telephone No.: (718) 799 0380


	
        with a copy (that will not constitute notice) to:

         

        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 a Subject Party, to:

the address below such Subject Party’s name on the signature page to this Agreement.


 






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(b)  Integration
and Non-Exclusivity. This Agreement, the Share Exchange Agreement and the other Ancillary Documents contain the entire agreement
between the Subject Parties and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights
and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which
they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without
limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of
each Subject Party, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i)
under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any
applicable rules and regulations and (ii) otherwise conferred by contract, including the Share Exchange Agreement and any other
written agreement between a Subject Party and any of the Covered Parties. Nothing in the Share Exchange Agreement will limit any
of the obligations, liabilities, rights or remedies of the Subject Parties or the Covered Parties under this Agreement, nor will
any breach of the Share Exchange Agreement or any other agreement between any Subject Party and any of the Covered Parties limit
or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement
between any Subject Party and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement,
the more restrictive terms will control as to such Subject Party.


 


(c)  Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of
this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction,
then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest
possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or
enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality
or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision
or the validity, legality or enforceability of any other provision of this Agreement. The Subject Parties and the Covered 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. Without limiting
the foregoing, if any court of competent jurisdiction determines that any part hereof is unenforceable because of the duration,
geographic area covered, scope of such provision, or otherwise, such court will have the power to reduce the duration, geographic
area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable.
Each Subject Party will, at a Covered Party’s request, join such Covered Party in requesting that such court take such action.


 


(d)  Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject
Parties, Parent, Purchaser and the Company (or their respective permitted successors or assigns). No waiver will be effective unless
it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except
in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement,
or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver
of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at
any time or times be deemed a waiver or relinquishment of such right or power at any other time or times.


 


(e)  Dispute
Resolution. Any dispute, difference, controversy or claim arising in connection with or related or incidental to, or question
occurring under, this Agreement or the subject matter hereof (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
7(e)) (a “Dispute”) shall be governed by this Section 7(e). 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. Any Dispute that is not resolved may at any time after the delivery
of such notice 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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(f) 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 7(e), 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 7(e), 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, (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 and (c) waives any bond, surety or other security that might be required of any other
party with respect thereto. 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 or in equity. 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 7(a). Nothing in this Section 7(f) shall affect the right of any party
to serve legal process in any other manner permitted by Law.


 


(g) 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 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY.


 


(h) Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon each Subject Party and each Subject Party’s
estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns.
Each Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person
which acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise)
of such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without
obtaining the consent or approval of either Subject Party. Each Subject Party agrees that the obligations of such Subject Party
under this Agreement are personal and will not be assigned by such Subject Party. Each of the Covered Parties are express third
party beneficiaries of this Agreement and will be considered parties under and for purposes of this Agreement.


 






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(i) Construction.
Each Subject Party acknowledges that such Subject Party has been represented by counsel, or had the opportunity to be represented
by counsel of such Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against
the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor
the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of
this Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes”
and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”;
(ii) the definitions contained herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever
required by the context, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form
of nouns, pronouns and verbs shall include the plural and vice versa; (iv) the words “herein,” “hereto,”
and “hereby” and other words of similar import 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; (v) 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”; (vi) the term “or”
means “and/or”; and (vii) any agreement or instrument defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including
by waiver or consent and references to all attachments thereto and instruments incorporated therein.


 


(j) Counterparts.
This Agreement may be executed 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.
A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same
validity and enforceability as an originally signed copy.


 


(k) Effectiveness.
This Agreement shall be binding upon each Subject Party upon such Subject Party’s execution and delivery of this Agreement,
but this Agreement shall only become effective upon the consummation of the Transactions. In the event that the Share Exchange
Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall
automatically terminate and become null and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


 


	 	Sellers:	 
	 	 	Yongsheng Chen 
	 	 	 
	 	 	 
	 	 	 
	 	Address for Notice:
	 	 	 
	 	Address: 	Huigu Industrial Park, Economic Development Zone, Meihekou City, Jilin Province, China
	 	Telephone No.:	(86) 435-422-7709
	 	 	 
	 	 	Xiaodong Cai 
	 	 	 
	 	 	 
	 	 	 
	 	Address for Notice:	 
	 	 	 
	 	Address: 	Huigu Industrial Park, Economic Development Zone, Meihekou City, Jilin Province, China
	 	Telephone No.:	(86) 435-422-7709
	 	 	 
	 	Managers:	 
	 	 	 
	 	 	Yongsheng Chen 
	 	 	 
	 	 	 
	 	 	 
	 	Address for Notice:
	 	 	 
	 	Address: 	Huigu Industrial Park, Economic Development Zone, Meihekou City, Jilin Province, China
	 	Telephone No.:	(86) 435-422-7709


 


[Signature Page to Non-Competition
and Non-Solicitation Agreement]


 




     


     


    


 


Acknowledged and accepted as of the date first written
above:


 


	Planet Green Holdings Corporation
	 	 	 
	By:	 	 
	Name:	Bin Zhou	 
	Title:	CEO 	 
	 	 	 
	Jilin Chuangyuan Chemical Co., Ltd. 
	 	 	 
	By:	 	 
	Name:	Yongsheng Chen 	 
	Title:	CEO 	 


 


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