SHARE
EXCHANGE AGREEMENT


by
and among


 


IMAGE
CHAIN GROUP LIMITED, INC., 


as
the Purchaser,


 


IMAGE
CONVENIENCE STORE MANAGEMENT LIMITED, 


as
the Company


 


and


 


The
SHAREHOLDER OF THE COMPANY NAMED HEREIN,


as
the Seller


 


Dated
as of February 14, 2017


 





 






 




     


     

    

 


Table
of Contents


 


	 	ARTICLE
    I.	 
	 	THE
    SHARE EXCHANGE	 
	1.1	Purchase
    and Sale of Shares	3
	1.2	Consideration	3
	1.3	Company
    Shareholder Consent	3
	 	 	 
	 	ARTICLE
    II.	 
	 	CLOSING	 
	2.1	Closing	3
	 	 	 
	.	ARTICLE
    III	 
	 	REPRESENTATIONS
    AND WARRANTIES OF THE PURCHASER	 
	3.1	Due
    Organization and Good Standing	3
	3.2	Authorization;
    Binding Agreement	3
	3.3	Governmental
    Approvals	4
	3.4	No
    Conflict With Other Instruments	4
	3.5	Capitalization	4
	3.6	SEC
    Filings and Purchaser Financials	5
	3.7	Absence
    of Certain Changes	6
	3.8	Compliance
    with Laws	6
	3.9	Actions;
    Orders; Permits	6
	3.10	Taxes
    and Returns	6
	3.11	Properties	6
	3.12	Material
    Contracts	7
	3.13	Transactions
    with Affiliates	7
	3.14	Finders
    and Brokers	7
	3.15	Ownership
    of Exchange Shares	7
	3.16	Independent
    Investigation	7
	 	 	 
	 	ARTICLE
    IV.	 
	 	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY	 
	4.1	Due
    Organization and Good Standing	8
	4.2	Authorization;
    Binding Agreement	8
	4.3	Capitalization	8
	4.4	Subsidiaries	9
	4.5	Governmental
    Approvals	10
	4.6	No
    Conflict With Other Instruments	10
	4.7	Financial
    Statements	10
	4.8	Absence
    of Certain Changes	11
	4.9	Compliance
    with Laws	11
	4.10	Company
    Permits	11
	4.11	Litigation	11
	4.12	Material
    Contracts	12
	4.13	Intellectual
    Property	13
	4.14	Taxes
    and Returns	15
	4.15	Real
    Property	16
	4.16	Personal
    Property	17
	4.17	Title
    to and Sufficiency of Assets	17
	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	Accounts
    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
	4.3	Information
    Supplied	22
	4.31	Disclosure	22



 



    	 	 -i-	 



     


    

 


	 	ARTICLE
    V.	 
	 	REPRESENTATIONS
    AND WARRANTIES OF THE SELLER	 
	5.1	[Intentionally
    Left Blank]	23
	5.2	Authorization;
    Binding Agreement	23
	5.3	Ownership	23
	5.4	Governmental
    Approvals	23
	5.5	Non-Contravention	23
	5.6	No
    Litigation	23
	5.7	Investment
    Representations	24
	5.8	Lock-Up
    Provisions	24
	5.9	Finders
    and Investment Bankers	25
	5.10	Independent
    Investigation	25
	5.11	Information
    Supplied	25
	5.12	Disclosure	26
	 	 	
	 	ARTICLE
    VI.	 
	 	COVENANTS	 
	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	Stockholder
    Approval; Information Statement	33
	6.12	Purchaser
    Charter Amendments	34
	6.13	Public
    Announcements	35
	6.14	Confidential
    Information	35
	6.15	Litigation
    Support	36
	6.16	Documents
    and Information	36
	6.17	Supplemental
    Disclosure Schedules	36
	 	 	 
	 	ARTICLE
    VII.	 
	 	SURVIVAL	 
	7.1	Survival	37
	 	 	 
	 	ARTICLE
    VIII.	 
	 	CLOSING
    CONDITIONS	 
	8.1	Conditions
    to Each Party’s Obligations	37
	8.2	Conditions
    to Obligations of the Company and the Seller	38
	8.3	Conditions
    to Obligations of the Purchaser	39
	8.4	Frustration
    of Conditions	39
	 	 	 
	 	ARTICLE
    IX.	 
	 	TERMINATION
    AND EXPENSES	 
	9.1	Termination	39
	9.2	Effect
    of Termination	40
	9.3	Fees
    and Expenses	40
	 	 	 
	 	ARTICLE
    X.	 
	 	RELEASES	 
	10.1	Release
    and Covenant Not to Sue	40
	 	 	 
	 	ARTICLE
    XI.	 
	 	MISCELLANEOUS	 
	11.1	Notices	41
	11.2	Binding
    Effect; Assignment	41
	11.3	Third
    Parties	41
	11.4	Arbitration	41
	11.5	Governing
    Law; Jurisdiction	42
	11.6	WAIVER
    OF JURY TRIAL	42
	11.7	Specific
    Performance	42
	11.8	Severability	43
	11.9	Amendment	43
	11.10	Waiver	43
	11.11	Entire
    Agreement	43
	11.12	Interpretation	43
	11.13	Counterparts	44
	 	 	 
	 	ARTICLE
    XII.	 
	 	DEFINITIONS	 
	12.1	Certain
    Definitions	44


 




    	 	 -ii-	 



     


    

 


SHARE
EXCHANGE AGREEMENT


 


This
Share Exchange Agreement (this “Agreement”) is made and entered into as of February 14, 2017 by and
among (i) Image Chain Group Limited, Inc., a Nevada corporation (the “Purchaser”), (ii) Image
Convenience Store Management Limited, a business company incorporated in the British Virgin Islands with limited liability
(the “Company”) and (iii) Wang Fa Sung, owner of 100% of the issued and outstanding equity interests
in the Company (the “Seller”). The Purchaser, the Company and the Seller 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 Purchaser, a publicly held corporation organized under the laws of the State of Nevada, is a holding company for Fortune Delight
Holdings Group Ltd., a British Virgin Islands company, which in turn owns 100% of the issued and outstanding equity interests
in Silver Channel Industrial Ltd., a Hong Kong company, which in turn owns 100% of the issued and outstanding equity interests
in Heyuan Image Machinery Import and Export Co., Ltd., a PRC company, which in turn owns 100% of the issued and outstanding equity
interests in Guangzhou Image Agricultural Technology Ltd., a PRC company, which in turn owns 100% of the issued and outstanding
equity interests in Yunnan Image Tea Industrial Ltd., a PRC company;


 


WHEREAS,
the Company, a business company incorporated in the British Virgin Islands with limited liability, owns 100% of the issued and
outstanding equity interests in United Win Corporation Limited, a Hong Kong company with limited liability;


 


WHEREAS,
the Seller owns all of the issued and outstanding shares of the Company representing a 100% interest in the Company;


 


WHEREAS,
the Purchaser agrees to acquire 100% of the issued and outstanding shares of the Company from the Seller in exchange for the issuance
of two hundred million (200,000,000) shares of the Purchaser’s common stock, par value $0.001 per share (the “Common
Stock”), which shall represent approximately 98.04% of the issued and outstanding shares of the Purchaser’s
Common Stock (the “Exchange”) and on the Closing Date (as defined below), the Seller will become a stockholder
of the Purchaser; and


 


WHEREAS,
for Federal income tax purposes, it is intended that the Exchange qualify as a reorganization under the provisions of Section
368(a) of the Internal Revenue Code of 1986, as amended;


 


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 agree as follows:


 




    	 	 -2-	 



     


    

 


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 Seller shall sell,
transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all
of the issued and outstanding shares (being one (1) share of US$1.00 par value) of the Company (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 Purchaser shall issue and deliver to the Seller an aggregate of two hundred million (200,000,000) shares of Common Stock (the
“Exchange Shares”). 


 


1.3       Company
Shareholder Consent. The Seller, as the sole shareholder of the Company, hereby approves, authorizes and consents to the Company’s
execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by
the Company of the transactions contemplated hereby. The Seller acknowledges and agrees that the consent set forth herein is intended
and shall constitute such consent of the Seller 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 the Seller
is a party and all applicable Laws. The Seller agrees to execute such further Consents as are necessary for the Company to effect
the Exchange. 


 


article
II.


closing


 


2.1       Closing.
The closing of the transactions contemplated by this Agreement (“Closing”) shall occur at a mutually
agreeable time and place within five business days after all the closing conditions to this Agreement have been satisfied or waived,
or at such other date, time or place as the Purchaser and the Company may agree (the date of such Closing, the “Closing
Date”).


 


article
III.


REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER


 


Except
as set forth in the disclosure schedules delivered by the Purchaser to the Company on the date hereof (the “Purchaser
Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement
to which they refer, or in the SEC Reports (as defined below), the Purchaser represents and warrants to the Company, as follows:


 


3.1       Due
Organization and Good Standing. The Purchaser is a corporation duly incorporated, validly existing and in good standing under
the Laws of the State of Nevada. The Purchaser has all requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted. The Purchaser 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. The Purchaser has heretofore made available to
the Company accurate and complete copies of the Purchaser Charter, as currently in effect.


 


3.2       Authorization;
Binding Agreement. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, to
perform the Purchaser’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized
by the board of directors of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement,
on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization,
execution and delivery of this Agreement by the other Parties hereto, constitutes the valid and binding obligation of the Purchaser,
enforceable against the Purchaser 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”).


 




    	 	 -3-	 



     


    

 


3.3       Governmental
Approvals. No Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made
in connection with the execution, delivery or performance by the Purchaser of this Agreement or the consummation by the Purchaser
of the transactions contemplated hereby, other than (a) such filings as may be required in any jurisdiction where the Purchaser
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 applicable Securities SROs 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       No
Conflict With Other Instruments. The execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser
of the transactions contemplated hereby, and compliance by the Purchaser with any of the provisions hereof will not result in
the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage, deed of trust, or other material agreement or instrument to which the Purchaser is a party or to which any of its assets,
properties or operations are subject, except to the extent that such breach would not reasonably be expected to have a Material
Adverse Effect on the Purchaser.


 


3.5       Capitalization.


 


(a)       As
of the date hereof, the Purchaser is authorized to issue (i) 400,000,000 shares of Common Stock, of which 400,000,000 shares are
issued and outstanding, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued
and outstanding. Following the date hereof, and prior to the Closing Date, the Purchaser will use its best efforts to effect the
Purchaser Charter Amendments (as defined below). Following the effective date of the Purchaser Charter Amendments, but prior to
the Closing Date, the Purchaser will be authorized to issue (y) 2,000,000,000 shares of Common Stock, of which 4,000,000 will
be issued and outstanding, and (x) no shares of preferred stock. All outstanding shares of Common Stock as of the date hereof
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 Purchaser
Charter or any Contract to which the Purchaser is a party. None of the outstanding Common Stock 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 Recitals, and
Section 12.1, the Purchaser does not have any Subsidiaries or own any equity interests in any other Person.


 


(c)       Except
as set forth in this Agreement and 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 Purchaser, or (B) obligating the Purchaser
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 Purchaser 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 Purchaser to repurchase,
redeem or otherwise acquire any shares of the Purchaser or to provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any Person, and there are no shareholders agreements, voting trusts or other agreements or understandings
to which the Purchaser is a party with respect to the voting of any shares of the Purchaser.


 




    	 	 -4-	 



     


    

 


(d)       All
Indebtedness of the Purchaser is disclosed in the SEC Reports. No Indebtedness of the Purchaser contains any restriction upon:
(i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Purchaser or (iii) the ability of the
Purchaser to grant any Lien on its properties or assets.


 


(e)       Since
January 1, 2014, and except as contemplated by this Agreement or disclosed in the SEC Reports, the Purchaser 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 Purchaser’s board of directors has not authorized any of the foregoing.


 


3.6       SEC
Filings and Purchaser Financials.


 


(a)       The
Purchaser, since January 1, 2014, has filed all forms, reports, schedules, statements, registrations statements, prospectuses
and other documents required to be filed or furnished by the Purchaser with the SEC under the Securities Act and/or the Exchange
Act, together with any amendments, restatements or supplements thereto. Except to the extent available on the SEC’s web
site through EDGAR, the Purchaser has delivered to the Company copies in the form filed with the SEC of all of the following:
(i) the Purchaser’s Annual Reports on Form 10-K for each fiscal year of the Purchaser beginning with the year ended December
31, 2014, (ii) the Purchaser’s Quarterly Reports on Form 10-Q for each fiscal quarter that the Purchaser filed such reports
to disclose its quarterly financial results in each of the fiscal years of the Purchaser referred to in clause (i) above, and
(iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed
by the Purchaser 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”). 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. 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.


 


(b)       The
financial statements and notes contained or incorporated by reference in the SEC Reports (the “Purchaser Financials”),
fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity,
and cash flows of the Purchaser 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).


 




    	 	 -5-	 



     


    

 


(c)       Except
as and to the extent reflected or reserved against in the Purchaser Financials, the Purchaser has not incurred any Liabilities
or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected
or reserved on or provided for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance
sheet in accordance with GAAP that have been incurred in the ordinary course of business and which would not reasonably be expected
to have a Material Adverse Effect on the Purchaser.


 


3.7       Absence
of Certain Changes. As of the date of this Agreement, the Purchaser has, since
September 30, 2016, not been subject to a Material Adverse Effect.


 


3.8       Compliance
with Laws. The Purchaser is in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance
which would not reasonably be expected to have a Material Adverse Effect on the Purchaser, and the Purchaser has not received
written notice alleging any violation of applicable Law in any material respect by the Purchaser.


 


3.9       Actions;
Orders; Permits. There is no pending or, to the Knowledge of the Purchaser, threatened Action to which the Purchaser is subject
which would reasonably be expected to have a Material Adverse Effect on the Purchaser. There is no material Action that the Purchaser
has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority, nor are
any such Orders pending. The Purchaser 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 Purchaser.


 


3.10       Taxes
and Returns. 


 


(a)       The
Purchaser has or will have timely filed, or caused to be timely filed, all Tax Returns by it, which Tax Returns are true, accurate,
correct and complete, 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 Purchaser Financials have been established
in accordance with GAAP. There are no audits, examinations, investigations or other proceedings pending against the Purchaser
in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the
Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established
in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s
assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations
to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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.


 


(b)       Since
September 30, 2016, the Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required by
a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund
or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.


 


3.11       Properties.
Except as set forth in the SEC Reports, the Purchaser does not own, license or otherwise have any right, title or interest
in any material Intellectual Property and does not own or lease any material real property or Personal Property.


 




    	 	 -6-	 



     


    

 


3.12       Material
Contracts. 


 


(a)       Except
as set forth in the SEC Reports, other than this Agreement, there are no Contracts to which the Purchaser is a party or by which
any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $50,000,
(ii) may not be cancelled by the Purchaser on less than sixty days’ prior notice without payment of a material penalty or
termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of the Purchaser
as its business as is currently conducted, any acquisition of material property by the Purchaser, or restricts in any material
respect the ability of the Purchaser from engaging in business as currently conducted by it or from competing with any other Person
(each, a “Purchaser Material Contract”). All Purchaser Material Contracts have been made available to
the Company other than those that are exhibits to the SEC Reports.


 


(b)       With
respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms’ length and in
the ordinary course of business; (ii) the Purchaser Material Contract is legal, valid, binding and enforceable in all material
respects against the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, and is in full force and effect
(except as such enforcement may be limited by the Enforceability Exceptions); (iii) the Purchaser is not in breach or default
in any material 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 in any material respect by the Purchaser, or permit termination or acceleration by the other party, under
such Purchaser Material Contract; and (iv) to the Knowledge of the Purchaser, no other party to any Purchaser Material Contract
is in breach or default in any material 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 the Purchaser under
any Purchaser Material Contract.


 


3.13       Transactions
with Affiliates. The SEC Reports set forth the Contracts and arrangements that are in existence as of the date of this Agreement
under which there are any existing or future Liabilities or obligations between the Purchaser and any (a) present or former director,
officer or employee or Affiliate of the Purchaser, or any family member of any of the foregoing, or (b) record or beneficial owner
of more than five percent of the outstanding Common Stock as of the date hereof.


 


3.14       Finders
and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
from the Purchaser, 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 Purchaser.


 


3.15       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, this Agreement and any Liens incurred by the 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.


 


3.16       Independent
Investigation. The Purchaser 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 acknowledges 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 Purchaser 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).


 




    	 	 -7-	 



     


    

 


article
IV.


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the disclosure schedules delivered by the Company to the Purchaser 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, the Company hereby represents and warrants to the Purchaser as follows:


 


4.1       Due
Organization and Good Standing. The Company is a business company duly organized on April 21, 2015 (the “Company
Incorporation Date”), validly existing and in good standing under the Laws of the British Virgin Islands 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. The Company has provided to the Purchaser accurate and complete copies of the
Company Charter 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.


 


4.2       Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform
the Company’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby, (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 Charter, the BVI
Act, 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 or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and
delivered by the Company and assuming the due authorization, execution and delivery of this Agreement, constitutes 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)       The
Company is authorized to issue 50,000 Company Ordinary Shares, one (1) of which shares is issued and outstanding. Prior to giving
effect to the transactions contemplated by this Agreement, the Seller is the legal (registered) and beneficial owner of all of
the issued and outstanding shares and other equity interests in or of the Company, 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 the
BVI Act, any other 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.


 




    	 	 -8-	 



     


    

 


(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).


 


(c)       Since
the Company Incorporation Date, 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.
Schedule 4.4 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, 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).


 




    	 	 -9-	 



     


    

 


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 the consummation by the Company
of the transactions contemplated hereby other than such filings as contemplated by this Agreement.


 


4.6       No
Conflict With Other Instruments. The execution and delivery by the Company of this Agreement, the consummation by the Company
of the transactions contemplated hereby, and compliance by the Company with any of the provisions hereof will not result in the
breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage, deed of trust, or other material agreement or instrument to which any of the Target Companys is a party or to which
any of their assets, properties or operations are subject, except to the extent that such breach would not reasonably be expected
to have a Material Adverse Effect on the Company.


 


4.7       Financial
Statements. 


 


(a)       As
used herein, the term “Company Financials” means the audited consolidated financial statements of the
Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target
Companies as of December 31, 2016 (the “Balance Sheet Date”) and December 31, 2015, and the related
consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended. 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 the Company Incorporation Date, 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.


 




    	 	 -10-	 



     


    

 


(c)       No
Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.


 


(d)       All
material Indebtedness of the Target Companies is disclosed in the financial statements and related notes previously delivered
to the Purchaser. 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 Balance Sheet Date contained in the Company Financials or (ii) not
material and that were incurred after the 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
or its Representatives were prepared in good faith using assumptions that the Company believes to be reasonable.


 


4.8       Absence
of Certain Changes. Since January 1, 2017, 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.


 


4.9       Compliance
with Laws. Except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Purchaser,
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 the Company Incorporation Date, 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 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.


 


4.11       Litigation.
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 the Company Incorporation
Date, 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. Since the Company Incorporation
Date, 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.


 




    	 	 -11-	 



     


    

 


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 (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 $20,000;
	 	 	 
	 	(v)	involves
    the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess
    of $20,000 (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;
	 	 	 
	 	(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 more than $20,000 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 $20,000;
	 	 	 
	 	(ix)	is
    between any Target Company and any Top Customer or Top Supplier (both as defined below) (other than in the ordinary course
    of business);


 




    	 	 -12-	 



     


    

 


	 	(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 $20,000 (including pursuant to any joint venture);
	 	 	 
	 	(xii)	relates
    to a material settlement entered into since the Company Incorporation Date 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 (as defined below); or
	 	(xv)	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.


 


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 $2,000 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.


 




    	 	 -13-	 



     


    

 


(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.


 


(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 is 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.


 




    	 	 -14-	 



     


    

 


(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 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.


 


(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.


 


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. Each Target Company has complied with all applicable Laws relating to Tax.


 




    	 	 -15-	 



     


    

 


(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.


 


(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 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).


 




    	 	 -16-	 



     


    

 


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 $20,000 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 Company has provided to the Purchaser 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 Company Financials. 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.


 


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.


 




    	 	 -17-	 



     


    

 


(c)       The
Target Companies have paid in full to all 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 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 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
by the Company.


 


(d)       Each
independent contractor of a Target Company is a party to a written Contract with the applicable 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 by the Company. For
the purposes of applicable Law, including the Code, all independent contractors who are currently, or since the Company Incorporation
Date 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 days’ notice, without any obligation of any Target Company to
pay severance or a termination fee.


 


4.19       Benefit
Plans. 


 


(a)       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 accurate and complete copies, if applicable, of all Company
Benefit Plans and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto).


 


(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.


 




    	 	 -18-	 



     


    

 


(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 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 or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines,
excise taxes or any other charges or liabilities.


 


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.


 




    	 	 -19-	 



     


    

 


(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 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.


 


4.21       Transactions
with Related Persons. Except as set forth in the financial statements and related notes previously delivered to the Purchaser,
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 the
Company Incorporation Date 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 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, 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.


 


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. 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.


 


(b)       Schedule
4.22(b) identifies each individual insurance claim in excess of $10,000 made by a Target Company since the Company Incorporation
Date. 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 period from the Company Incorporation
Date to December 31, 2015, and (b) the twelve months ended on December 31, 2016, 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 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 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
since the Company Incorporation Date 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 will not affect the relationship
of any Target Company with any Top Supplier or Top Customer.


 




    	 	 -20-	 



     


    

 


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 days.


 


4.26       Certain
Business Practices. 


 


(a)       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 (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.


 


(b)       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.


 


(c)       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 Cuba, Iran, Syria, Sudan, Myanmar or any other 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 fiscal years.


 




    	 	 -21-	 



     


    

 


4.27       Investment
Company Act. No Target Company is 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.


 


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 Purchaser, and acknowledges that it has been provided
adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Purchaser
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 set forth in Article III (including the related portions of the Purchaser Disclosure Schedules and any
Supplemental Disclosure Schedules provided by the Purchaser); and (b) neither the Purchaser nor any of its Representatives have
made any representation or warranty as to the Purchaser or this Agreement, except as expressly set forth in Article III
(including the related portions of the Purchaser Disclosure Schedules and Supplemental Disclosure Schedules provided by the Purchaser).


 


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; (b) in the Information Statement Documents
(as defined below); or (c) in the mailings or other distributions to the Purchaser’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. None of the information supplied or to be supplied
by the Company expressly for inclusion or incorporation by reference in any of the Signing Filing and the Closing Filing will,
when filed or distributed, as applicable, 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 Purchaser or its Affiliates.


 


4.31       Disclosure.
No representations or warranties by the Company in this Agreement (including the disclosure schedules hereto), (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, any fact necessary to make the statements or facts
contained therein not materially misleading.


 




    	 	 -22-	 



     


    

 


article
V.


REPRESENTATIONS
AND WARRANTIES OF THE SELLER


 


Except
as set forth in the Company Disclosure Schedules or in the schedules delivered by the Seller to the Purchaser 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 Seller
hereby represents and warrants to the Purchaser as follows:


 


5.1       [Intentionally
Left Blank]. 


 


5.2       Authorization;
Binding Agreement. The Seller has all requisite power, authority and legal right and capacity to execute and deliver this
Agreement, to perform the Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by the Seller and assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, subject to the Enforceability Exceptions.


 


5.3       Ownership.
The Seller owns good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens. There are no proxies,
voting rights, shareholders’ agreements or other agreements or understandings, to which the Seller is a party or by which
the Seller is bound, with respect to the voting or transfer of the 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 the Seller is required to be obtained or made in
connection with the execution, delivery or performance by the Seller of this Agreement or the consummation by the Seller of the
transactions contemplated hereby other than such filings as expressly contemplated by this Agreement.


 


5.5       Non-Contravention.
The execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated hereby,
and compliance by the Seller with any of the provisions hereof will not result in the breach of any term or provision of, constitute
a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement
or instrument to which the Seller is a party or to which any of her assets, properties or operations are subject, except to the
extent that such breach would not reasonably be expected to have a Material Adverse Effect on the Seller.


 


5.6       No
Litigation. There is no Action pending or, to the Knowledge of the Seller, threatened, nor any Order is outstanding, against
or involving the Seller or any of her 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 the Seller to consummate the transactions contemplated
by, and discharge her obligations under, this Agreement.


 




    	 	 -23-	 



     


    

 


5.7       Investment
Representations. The 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 her portion of the Exchange Shares for herself 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 and (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; (d) is aware
that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges
that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. The Seller does
not have 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 the Seller’s business or financial experience, or by reason of the business
or financial experience of the Seller’s “purchaser representatives” (as that term is defined in Rule 501(h)
under the Securities Act), the Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting
her interests in connection with this investment. The Seller has carefully read and understands all materials provided by or on
behalf of the Purchaser or its Representatives to the Seller or the Seller’s Representatives pertaining to an investment
in the Purchaser and has consulted, as the Seller has deemed advisable, with her own attorneys, accountants or investment advisors
with respect to the investment contemplated hereby and its suitability for the Seller. The Seller acknowledges that the Exchange
Shares are subject to dilution for events not under the control of the Seller. The Seller has completed her independent inquiry
and has relied fully upon the advice of her 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 the Seller and her particular circumstances, and, except as set
forth herein, has not relied upon any representations or advice by the Purchaser or its Representatives. The Seller acknowledges
and agrees that she 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 Purchaser or (ii) the profitability or value of the Exchange Shares in any manner
whatsoever. The 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 the her attorneys and other advisors
and has availed herself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety
and has had it fully explained to her 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       Lock-Up
Provisions.


 


(a)       The
Seller hereby agrees not to, during the period commencing from the Closing Date and ending on the one-year anniversary of the
Closing Date (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Exchange Shares, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in
clauses (i), (ii), or (iii) above is to be settled by delivery of the Exchange Shares or other securities, in cash or otherwise
(any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). The foregoing
sentence shall not apply to the transfer of any or all of the Exchange Shares owned by the Seller, either during her lifetime
or on death, (A) by gift, will or intestate succession, or (B) to any Affiliate, shareholder, member, partner or trust beneficiary,
as the case may be, of the Seller; provided, however, that in any of cases (A) or (B) it shall be a condition to such transfer
that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the
Exchange Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Exchange Shares except
in accordance with this Section 5.8(a). The Seller further agrees to execute such agreements as may be reasonably requested
by Purchaser that are consistent the foregoing or that are necessary to give further effect thereto.


 




    	 	 -24-	 



     


    

 


(b)       If
any Prohibited Transfer is made or attempted contrary to the provisions of Section 5.8(a), such purported Prohibited Transfer
shall be null and void ab initio, and the Purchaser shall refuse to recognize any such purported transferee of the Exchange Shares
as one of its equity holders for any purpose. In order to enforce this Section 5.8(b), Purchaser may impose stop-transfer
instructions with respect to the Exchange Shares (and permitted transferees and assigns thereof) until the end of the Lock-Up
Period.


 


(c)       During
the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SHARE EXCHANGE AGREEMENT DATED
AS OF FEBRUARY 14, 2017 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S
STOCKHOLDERS, AS AMENDED. A COPY OF SUCH SHARE EXCHANGE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”


 


5.9       Finders
and Investment Bankers. Neither the Seller nor her Representatives on her 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.


 


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


 


5.11       Information
Supplied. None of the information supplied or to be supplied by the 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 (b) in the mailings or other distributions
to the Purchaser’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) and (b), 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 Seller does not make any representation, warranty or covenant with respect
to any information supplied by or on behalf of the Purchaser or its Affiliates.


 




    	 	 -25-	 



     


    

 


5.12       Disclosure.
No representations or warranties by the Seller in this Agreement (including the disclosure schedules hereto) (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 or the disclosure schedules hereto, 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 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
Target Companies, as the Purchaser or its 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
and its Representatives in their investigation; provided, however, that the Purchaser and its 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
Purchaser 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
Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, 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 Purchaser’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 Purchaser
or any of its Subsidiaries.


 




    	 	 -26-	 



     


    

 


6.2       Conduct
of Business of the Company. 


 


(a)       Unless
the Purchaser 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 (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 $10,000 (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)	increase
    the wages, salaries or compensation of its 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, 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;


 




    	 	 -27-	 



     


    

 


	 	(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 $10,000 per year or $50,000 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 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 $10,000 (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;
	 	 	 
	 	(xvi)	make
    capital expenditures in excess of $10,000 (individually for any project (or set of related projects) or $25,000 in the aggregate);
	 	 	 
	 	(xvii)	adopt
    a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;


 




    	 	 -28-	 



     


    

 


	 	(xviii)	voluntarily
    incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $10,000 individually or
    $25,000 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); or
	 	 	 
	 	(xxiii)	authorize
    or agree to do any of the foregoing actions.


 


6.3       Conduct
of Business of the Purchaser. 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 Purchaser shall
not:


 


	 	(a)	amend,
    waive or otherwise change, in any respect, its Organizational Documents;
	 	 	 
	 	(b)	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;
	 	 	 
	 	(c)	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;
	 	 	 
	 	(d)	incur,
    create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of
    $10,000 (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;
	 	 	 
	 	(e)	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;


 




    	 	 -29-	 



     


    

 


	 	(f)	terminate,
    waive or assign any material right under any material agreement to which it is a party;
	 	 	 
	 	(g)	fail
    to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past
    practice;
	 	 	 
	 	(h)	establish
    any Subsidiary or enter into any new line of business;
	 	 	 
	 	(i)	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;
	 	 	 
	 	(j)	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 Purchaser’s outside auditors;
	 	 	 
	 	(k)	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 Purchaser) not in excess of $10,000 (individually or in the aggregate), or otherwise pay, discharge
    or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Purchaser Financials;
	 	 	 
	 	(l)	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;
	 	 	 
	 	(m)	make
    capital expenditures in excess of $10,000 individually for any project (or set of related projects) or $25,000 in the aggregate;
    
	 	 	 
	 	(n)	adopt
    a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
	 	 	 
	 	(o)	voluntarily
    incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $10,000 individually or
    $25,000 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;
	 	 	 
	 	(p)	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;
	 	 	 
	 	(q)	enter
    into any agreement, understanding or arrangement with respect to the voting of the Common Stock;


 




    	 	 -30-	 



     


    

 


	 	(r)	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
	 	 	 
	 	(s)	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 calendar days following the
end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited consolidated
income statement and an unaudited consolidated balance sheet for the period from the 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 Purchaser copies of any audited consolidated financial statements of the Company
and its Subsidiaries that the Company’s certified public accountants may issue.


 


6.5       Purchaser
Public Filings. During the Interim Period, the Purchaser 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 list and maintain the listing of the Common Stock on the OTC Bulletin Board.


 


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 Seller and their respective
Affiliates and (B) the Purchaser 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 Purchaser or (y)
any of the shares or other equity interests or profits of any Target Companies or the Purchaser, 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 Purchaser, 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 the 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.


 




    	 	 -31-	 



     


    

 


(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 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 Seller acknowledge and agree that each is aware, and that the Company’s Affiliates are
aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser,
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. Each of the Company and the Seller 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 Purchaser (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 Purchaser 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, the 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, the 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, the
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, the 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,
the 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.


 




    	 	 -32-	 



     


    

 


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       Stockholder
Approval; Information Statement. 


 


(a)       As
promptly as practicable after the date hereof, the Purchaser shall seek approval of the requisite number of stockholders of the
Purchaser, including by written stockholder consent, as is required to approve the Agreement and the transactions contemplated
hereby or referred to herein, and shall prepare and file with the SEC an information statement (as amended or supplemented from
time to time, the “Information Statement”) detailing the Agreement and the transactions contemplated
hereby. In connection with the Information Statement, the Purchaser will also file with the SEC financial and other information
about the transactions contemplated by this Agreement in accordance with applicable rules set forth in the Purchaser’s Organizational
Documents, the NRS and the rules and regulations of the SEC and the applicable Securities SROs (such Information Statement and
the documents included or referred to therein, together with any supplements, amendments and/or exhibits thereto, the “Information
Statement Documents”).


 




    	 	 -33-	 



     


    

 


(b)       Except
with respect to the information provided by or on behalf of the Target Companies or the Seller for inclusion in the Information
Statement and other Information Statement Documents, the Purchaser shall ensure that, when filed, the Information Statement and
other Information Statement Documents will comply in all material respects with the requirements of the Exchange Act and the rules
and regulations thereunder. The Purchaser shall cause the Information Statement Documents to be disseminated as promptly as practicable
to the Purchaser’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and
the rules and regulations of the SEC and the applicable Securities SROs promulgated thereunder or otherwise (the “Federal
Securities Laws”). The Company and the Seller shall promptly provide to the Purchaser such information concerning
the Seller, the Target Companies and their respective businesses, operations, condition (financial or otherwise), assets, Liabilities,
properties, officers, directors and employees as is either required by Federal Securities Laws or reasonably requested by the
Purchaser for inclusion in the Information Statement Documents. Subject to compliance by the Company and the Seller with the immediately
preceding sentence with respect to the information provided or to be provided by or on behalf of them for inclusion in the Information
Statement Documents, the Purchaser shall cause the Information Statement Documents to comply in all material respects with the
Federal Securities Laws. The Purchaser shall provide copies of the proposed forms of the Information Statement Documents (including
any amendments or supplements thereto) to the Company such that the Company and its Representatives are afforded a reasonable
amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination
or filing, and the Purchaser shall reasonably consider in good faith any comments of such Persons. The Purchaser and the Company
and their respective Representatives shall respond promptly to any comments of the SEC or its staff with respect to the Information
Statement Documents and promptly correct any information provided by it for use in the Information Statement Documents if and
to the extent that such information shall have become false or misleading in any material respect or as otherwise required by
the Federal Securities Laws. The Purchaser shall amend or supplement the Information Statement Documents and cause the Information
Statement Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Common Stock,
in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement
and the Purchaser Organizational Documents. The Purchaser shall provide the Company and its Representatives with copies of any
written comments, and shall inform them of any material oral comments, that the Purchaser or any of its Representatives receive
from the SEC or its staff with respect to the Information Statement Documents promptly after the receipt of such comments and
shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material
oral responses to such comments. The Purchaser shall use its reasonable commercial efforts to cause the Information Statement
to “clear” comments from the SEC and its staff and to permit the Company and its Representatives to participate with
the Purchaser or its Representatives in any discussions or meetings with the SEC and its staff. The Company and the Seller shall,
and shall cause each of the Target Companies to, make their respective directors, officers and employees, upon reasonable advance
notice, available to the Purchaser and its Representatives in connection with the drafting of the public filings with respect
to the transactions contemplated by this Agreement, including the Information Statement Documents, and responding in a timely
manner to comments from the SEC.


 


(c)       If
at any time prior to the Closing, any information relating to the Purchaser, on the one hand, or the Target Companies or the Seller,
on the other hand, or any of their respective Affiliates, businesses, operations, condition (financial or otherwise), assets,
Liabilities, properties, officers, directors or employees, should be discovered by the Purchaser, on the one hand, or the Target
Companies or the Seller, on the other hand, that should be set forth in an amendment or supplement to the Information Statement
Documents, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers
such information shall promptly notify each other Parties and an appropriate amendment or supplement describing such information
shall be promptly filed with the SEC and, to the extent required by law, disseminated to the Purchaser’s shareholders.


 


6.12       Purchaser
Charter Amendments. As promptly as practicable after the date hereof and prior to the Closing, the Purchaser shall seek approval
of the requisite number of stockholders of the Purchaser, including by written stockholder consent, as is required to amend the
Articles of Incorporation of the Purchaser to (i) increase the authorized Common Stock from 400,000,000 shares to 2,000,000,000
shares, (ii) decrease the authorized preferred stock from 5,000,000 shares to zero shares, and (iii) approve a reverse one-for-one
hundred (1-for-100) stock split (the “Purchaser Charter Amendments”). The Purchaser shall seek all approvals
and consents required by Law and make such filings and do all actions as are necessary to effect the Purchaser Charter Amendments.


 




    	 	 -34-	 



     


    

 


6.13       Public
Announcements. The Parties agree that no public release, filing or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by any Party or any of their Affiliates without the prior consent of the Purchaser 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.


 


6.14       Confidential
Information. 


 


(a)       The
Company (prior to the Closing) and the Seller hereby agree that they shall, and shall cause their respective Representatives to:
(i) treat and hold in strict confidence any Purchaser Confidential Information, and will not use it for any purpose (except in
connection with the consummation of the transactions contemplated by this Agreement, performing their obligations hereunder, enforcing
their rights hereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly
or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential
Information without the Purchaser’s prior written consent; and (ii) in the event that the Company (prior to the Closing),
the Seller or any of the respective Representatives becomes legally compelled to disclose any Purchaser Confidential Information,
(A) provide the Purchaser with prompt written notice of such requirement so that the Purchaser or an Affiliate thereof may seek
a protective order or other remedy or waive compliance with this Section 6.14(a), and (B) in the event that such protective
order or other remedy is not obtained, or the Purchaser waives compliance with this Section 6.14(a), furnish only that
portion of such Purchaser 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 Purchaser
Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated,
the Company and the Seller shall, and shall cause their respective Representatives to, promptly deliver to the Purchaser any and
all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses,
compilations and other writings related thereto or based thereon.


 


(b)       The
Purchaser 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 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, performing its obligations hereunder or enforcing its rights hereunder), 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 or any of
its 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, the Seller or an Affiliate of any of them may seek a protective order
or other remedy or waive compliance with this Section 6.14(b), and (B) in the event that such protective order or other
remedy is not obtained, or the Company waives compliance with this Section 6.14(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 shall,
and shall cause its 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 and its Representatives shall be permitted to disclose any and
all Company Confidential Information to the extent required by the Federal Securities Laws.


 




    	 	 -35-	 



     


    

 


6.15       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 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.


 


6.16       Documents
and Information. After the Closing Date, the Purchaser and the Target Companies shall, and shall cause their respective Subsidiaries
to, until the seventh 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.


 


6.17       Supplemental
Disclosure Schedules. 


 


(a)       During
the Interim Period, each of the Company, the Seller and the Purchaser 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 and the Purchaser 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, the Seller or the Purchaser 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.


 




    	 	 -36-	 



     


    

 


article
VII.


SURVIVAL.



 


7.1       Survival.



 


(a)       All
representations and warranties of the Company and the Seller 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 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 5.11 (Information Supplied) shall survive until sixty 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), 5.9 (Finders and Investment Bankers) and 5.10 (Independent
Investigation) will survive indefinitely. Additionally, Fraud Claims against the Company or the Seller 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 Seller 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 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, the Purchaser and its Representatives shall not
have any further obligations, nor shall any claim be asserted or action be brought against the Purchaser or its Representatives
with respect thereto. The covenants and agreements made by the Purchaser 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.


 


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 and the Purchaser of the following conditions:


 


	 	(a)	Required
    Purchaser Stockholder Approval. The stockholders of the Purchaser shall have approved, by vote or written consent, the
    Agreement and the transactions contemplated hereby by the requisite vote of the stockholders of the Purchaser (the “Required
    Stockholder Approval”).



 



    	 	 -37-	 



     


    

 


	 	(b)	Purchaser
    Charter Amendments. The Purchaser Charter Amendments described in Section 6.12 shall have been filed with the Secretary
    of State for the State of Nevada and shall have been effected.
	 	 	 
	 	(c)	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.
	 	 	 
	 	(d)	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(d) shall have each
    been obtained or made.
	 	 	 
	 	(e)	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.
	 	 	 
	 	(f)	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 Seller. In addition to the conditions specified in Section 8.1, the obligations
of the Company and the Seller 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 set forth in this Agreement and in any certificate
    delivered by the Purchaser 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 ability to consummate the
    transactions contemplated hereby.
	 	 	 
	 	(b)	Agreements
    and Covenants. The Purchaser shall have performed in all material respects all of the Purchaser’s obligations and
    complied in all material respects with all of the Purchaser’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 the Purchaser (excluding the Subsidiaries
    of the Purchaser) since the date of this Agreement.
	 	 	 
	 	(d)	Closing
    Deliveries




  


	 	 	(i)	Officer
    Certificate. The Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive
    officer of the Purchaser 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 Purchaser shall have delivered to the Company a certificate from its secretary certifying as to (A) copies
    of the Purchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Purchaser’s
    board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions
    contemplated hereby, (C) evidence of the Required Stockholder Approval and (D) the incumbency of officers authorized to execute
    this Agreement


.




    	 	 -38-	 



     


    

 


	 	 	(iii)	Good
    Standing. The Purchaser shall have delivered to the Company a good standing certificate (or similar documents applicable for
    such jurisdictions) for the Purchaser certified as of a date no later than ten days prior to the Closing Date from the proper
    Governmental Authority of the Purchaser’s jurisdiction of organization.


 


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


 


	 	(a)	Representations
    and Warranties. All of the representations and warranties of the Company and the Seller set forth in this Agreement and
    in any certificate delivered by the Company or the Seller 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 the Seller’s ability to consummate the transactions contemplated hereby.
	 	 	 
	 	(b)	Agreements
    and Covenants. The Company and the Seller 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 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 shall have received a certificate from the Seller, dated as of the Closing Date, signed by the
    Seller, certifying as to the satisfaction of the conditions specified in Sections 8.3(a) and 8.3(b) with respect
    to the Seller.
	 	 	 	 
	 	 	(iii)	Secretary
    Certificate. The Company shall have delivered to the Purchaser 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 the consummation
    of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.
	 	 	 	 
	 	 	(iv)	Good
    Standing. The Company shall have delivered to the Purchaser good standing certificates (or similar documents applicable for
    such jurisdictions) for each Target Company certified as of a date no later than ten 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. A copy of the Company Charter, as in effect as of the Closing, certified by the appropriate Governmental Authority
    of the British Virgin Islands as of a date no more than ten business days prior to the Closing Date.
	 	 	 	 
	 	 	(vi)	Share
    Certificates and Transfer Instruments. The Purchaser shall have received from the Seller share certificates representing the
    Purchased Shares (or a duly executed affidavit of lost stock certificates and indemnity in form 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.
	 	 	 	 
	 	 	(vii)	Board
    Resolutions. The Purchaser 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.


 


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, the 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 and the Company;
	 	 	 
	 	(b)	by
    written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII have
    not been satisfied or waived by the three 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 Seller) 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 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 Seller) to comply with any provision of this Agreement
    has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;


 




    	 	 -39-	 



     


    

 


	 	(d)	by
    written notice by the Company, if (i) there has been a breach by the Purchaser of any of its representations, warranties,
    covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser 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
    days after written notice of such breach or inaccuracy is provided by the Company or (B) the Outside Date;
	 	 	 
	 	(e)	by
    written notice by the Purchaser, if (i) there has been a breach by the Company or the 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 days after written notice of such breach or inaccuracy is provided by the Purchaser or (B) the Outside
    Date; or
	 	 	 
	 	(f)	by
    written notice by the Purchaser 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 6.13, 6.14, 9.3, 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 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. 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 and all other matters related
to the consummation of this Agreement.


 


article
X.


RELEASES.



 


10.1       Release
and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, the Seller, on behalf
of herself and her Affiliates (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 pursuant to the terms and conditions of this
Agreement.


 




    	 	 -40-	 



     


    

 


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 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 addresses located on such Party’s signature page (or at such other address for a Party as shall be specified
by like notice).


 


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 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 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 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 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 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 Nevada. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty 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 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 the State of Nevada. 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
Nevada 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 Clark County, Nevada
(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.


 




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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 and
the Company.


 


11.10       Waiver.
The Purchaser 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, annexes and schedules
attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, 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 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”,
“Exhibit” and “Annex” are intended to refer to Sections, Articles, Schedules, Exhibits and Annexes 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 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 Purchaser 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.


 







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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.


 


“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.


 




    	 	 -44-	 



     


    

 


“BVI
Act” means the British Virgin Islands Business Companies Act, 2004, as amended.


 


“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
Benefit 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.


 


“Company
Charter” means the memorandum of association and articles of incorporation of the Company, as amended and effective
under the BVI Act.


 


“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Target
Companies or the Seller 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 or its 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 Seller or their respective Representatives
to the Purchaser or its 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).


 


“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 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 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.


 




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“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.


 


“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.


 


“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, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment
of any Indebtedness of such Person and (i) all obligation described in clauses (a) through (h) 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.


 




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“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
the Seller, 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.


 


“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 to perform its obligations hereunder; 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 does business;
(ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally
operates; (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 operates; (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.


 




    	 	 -47-	 



     


    

 


“NRS”
means Nevada Revised Statutes, as amended.


 


“OFAC”
means the U.S. Department of Treasury, Office of Foreign Assets Control.


 


“OTC
Bulletin Board” means the Over-the-Counter Bulletin Board maintained by the OTC Markets Group and the National Association
of Securities Dealers.


 


“OTC
Markets Group” means OTC Markets Group, Inc.


 


“Organizational
Documents” means, (i) with respect to the Purchaser, the Purchaser Charter, (ii) with respect to the Company, the
Company Charter, and (iii) 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.


 


“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.


 




    	 	 -48-	 



     


    

 


“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.


 


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


 


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


 


“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.


 


“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).


 


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


 


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


 


“Securities
SRO” means any self-regulatory organization charged with regulating the securities market, including, but not limited
to, the OTC Markets Group and the Financial Industry Regulatory Authority.


 




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


 


“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. Without limiting the foregoing, each of the following Persons is a Subsidiary of the Purchaser: (a)
Fortune Delight Holdings Group Ltd., a British Virgin Islands company; (b) Silver Channel Industrial Ltd., a Hong Kong company;
(c) Heyuan Image Machinery Import and Export Co., Ltd., a PRC company; (d) Guangzhou Image Agricultural Technology Ltd., a PRC
company; and (e) Yunnan Image Tea Industrial Ltd., a PRC company. Without limiting the foregoing, United Win Corporation Limited,
a Hong Kong company incorporated on August 14, 2015, is a Subsidiary of the Company.


 


“Target
Company” means each of the Company and its direct and indirect Subsidiaries.


 


“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, knowhow, 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.


 


[REMAINEDER
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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
Purchaser: 


 


	 	 	IMAGE
    CHAIN GROUP LIMITED, INC.
	 	 	a
    Nevada corporation
	 	By:	 
	 	Name:	Wenchang
    Gu
	 	Title:	President
    and CEO
	 	 	 
	 	Address:	 
	 	 	 
	 	 	Unit
    07, 
	 	 	15F
    Convention Plaza Office Tower
	 	 	1
    Harbour Road
	 	 	Wan
    Chai, Hong Kong, China


  


[Signature
page to Share Exchange Agreement]







 




     


     

    

 


The
Company: 


 


	 	 	IMAGE
    CONVENIENCE STORE MANAGEMENT LIMITED,
	 	 	a
    British Virgin Islands Company
	 	 	 
	 	By:	 
	 	Name:	Wang
    Fa Sung
	 	Title:	Director
	 	 	 
	 	Address:	 
	 	 	 
	 	 	OMC
    Chambers
	 	 	Wickhams
    Cay 1
	 	 	Road
    Town, Tortola, British Virgin Islands


 


[Signature
page to Share Exchange Agreement]


 




     


     

    

 


The
Seller:


 


	 	Wang
    Fa Sung
	 	 	 
	 	By:	 
	 	Name:	Wang
    Fa Sung
	 	 	 
	 	Address:	 
	 	 	 
	 	 	OMC
    Chambers
	 	 	Wickhams
    Cay 1
	 	 	Road
    Town, Tortola, British Virgin Islands


  


[Signature
page to Share Exchange Agreement]