Exhibit 10.1


 





 



 


SHARE
EXCHANGE AGREEMENT


 




by
and among


 


PLANET
GREEN HOLDINGS CORPORATION,






as
the Purchaser,


 


FAST
APPROACH, INC.




as the Company


 


and


 


THE
SHAREHOLDERS OF THE COMPANY NAMED HEREIN




as the Sellers


 


Dated
as of June 5, 2020


 





 



 




     


     


    

 


TABLE
OF CONTENTS


 


 


	 	Page
	 	 
	I.
    THE SHARE EXCHANGE	1
	1.1.
    Purchase and Sale of Shares	1
	1.2.
    Consideration	1
	1.3.
    Company Shareholder Consent	2
	 	 
	II.
    CLOSING	2
	2.1.
    Closing	2
	 	 
	III.
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	2
	3.1.
    Due Organization and Good Standing	2
	3.2.
    Authorization; Binding Agreement	2
	3.3.
    Governmental Approvals	3
	3.4.
    Non-Contravention	3
	3.5.
    Capitalization	3
	3.6.
    SEC Filings and Purchaser Financials	4
	3.7.
    Absence of Certain Changes	5
	3.8.
    Actions; Orders; Permits	5
	3.9.
    Investment Company Act	5
	3.10.
    Finders and Brokers	5
	3.11.
    Ownership of Exchange Shares	5
	3.12.
    Independent Investigation	6
	 	 
	IV.
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER	6
	4.1.
    Due Organization and Good Standing	6
	4.2.
    Authorization; Binding Agreement	7
	4.3.
    Capitalization	7
	4.4.
    Subsidiaries	8
	4.5.
    Governmental Approvals	8
	4.6.
    Non-Contravention	9
	.7.
Financial Statements	9
	4.8.
    Absence of Certain Changes	10
	4.9.
    Compliance with Laws	10
	4.10.
    Company Permits	10
	4.11.
    Litigation	12
	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	16
	4.17.
    Title to and Sufficiency of Assets	16
	4.18.
    Employee Matters	16
	4.19.
    Benefit Plans	18
	4.20.
    Environmental Matters	18
	4.21.
    Transactions with Related Persons	19
	4.22.
    Insurance	20
	4.23.
    Top Customers and Suppliers	20
	4.23.
    Books and Records	20
	4.25.
    Loans Receivable	21
	4.26.
    Certain Business Practices	21
	4.27.
    Investment Company Act	21
	4.28.
    Finders and Investment Bankers	21


 






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	4.29.
    Independent Investigation	22
	4.30.
    Information Supplied	22
	4.31.
    SAFE Registrations	22
	4.32.
    PRC Compliance	22
	4.33.
    Disclosure	23
	 	 
	V.
    REPRESENTATIONS AND WARRANTIES OF THE SELLERS	23
	5.1.
    Due Organization and Good Standing	23
	5.2.
    Authorization; Binding Agreement	24
	5.3.
    Ownership	24
	5.4.
    Governmental Approvals	24
	5.5.
    Information Supplied	24
	5.6.
    No Litigation	24
	5.7.
    Investment Representations	25
	5.8.
    Finders and Investment Bankers	25
	5.9.
    Independent Investigation	25
	5.10.
    Information Supplied	26
	4.31.
    Disclosure	26
	 	 
	VI.
    COVENANTS	26
	6.1.
    Access and Information	26
	6.2.
    Conduct of Business of the Company	27
	6.3.
    Conduct of Business of the Purchaser	29
	6.4.
    Annual and Interim Financial Statements	31
	6.5.
    Purchaser Public Filings	31
	6.6.
    No Solicitation	31
	6.7.
    No Trading	32
	6.8.
    Notification of Certain Matters	32
	6.9.
    Efforts	33
	6.10.
    Further Assurances	33
	6.11.
    [Intentionally Omitted]	33
	6.12.
Public Announcements	33
	6.13.
    Confidential Information	34
	6.14.
    Litigation Support	35
	6.15.
    Documents and Information	35
	6.16.
    Supplemental Disclosure Schedules	35
	6.18.
    Purchaser Policies	35
	6.19.
    SOX 404(b) Compliance	36
	 	 
	VII.
    SURVIVAL AND INDEMNIFICATION	36
	7.1.
    Survival	36
	7.2. Indemnification by the Sellers	36
	7.3.
    Limitations and General Indemnification Provisions	37
	7.4.
    Indemnification Procedures	37
	 	 
	VIII.
    CLOSING CONDITIONS	39
	8.1.
    Conditions of Each Party’s Obligations	39
	8.2.
    Conditions to Obligations of the Company and the Sellers	39
	8.3.
    Conditions to Obligations of the Purchaser	40
	8.4.
    Frustration of Conditions	42



 






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	IX.
    TERMINATION AND EXPENSES	42
	9.1.
    Termination	42
	9.2.
    Effect of Termination	43
	9.3.
    Fees and Expenses	43
	9.4.
    Termination Fee	43
	 	 
	X.
    WAIVERS AND RELEASES	44
	10.1.
    Release and Covenant Not to Sue	44
	 	 
	XI.
    MISCELLANEOUS	44
	11.1.
    Notices	44
	11.2.
    Binding Effect; Assignment	45
	11.3.
    Third Parties	45
	11.4.
    Arbitration	45
	11.5.
    Governing Law; Jurisdiction	46
	11.6.
    WAIVER OF JURY TRIAL	46
	11.7.
    Specific Performance	47
	11.8.
    Severability	47
	11.9.
    Amendment	47
	11.10.
    Waiver	47
	11.11.
    Entire Agreement	47
	11.12.
    Interpretation	48
	11.13.
    Counterparts	48
	 	 
	XII.
    DEFINITIONS	48
	12.1.
    Certain Definitions	48
	12.2.
    Section References	55


 


INDEX
OF EXHIBITS


 


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





 






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SHARE EXCHANGE AGREEMENT 


 


This Share Exchange
Agreement (this “Agreement”) is made and entered into as of June 5, 2020 by and among (i) Planet Green
Holdings Corporation, a corporation incorporated in the State of Nevada (the “Purchaser”), and (ii)
Fast Approach, Inc., a corporation incorporated under the laws of Canada (the “Company”) and (iv)
each of the shareholders of the Company (collectively, the “Sellers”). The Purchaser, the Company and
the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.


 


RECITALS:


 


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


 


WHEREAS, the
Company is a corporation incorporated under the laws of Canada;


 


WHEREAS, the
Company operates a demand side platform targeting the Chinese education market in North America; and


 


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


 


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


 


Article
I

THE SHARE EXCHANGE


 


1.1 Purchase and
Sale of Shares. At the Closing and subject to and upon the terms and conditions of this Agreement, the Sellers shall sell,
transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all
of the issued and outstanding shares (being 2,730,000 shares of $1 par value each) of the Company (collectively, the “Purchased
Shares”), free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).


 


1.2 Consideration.
At the Closing and subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the
Purchaser shall issue and deliver to the Sellers an aggregate of 1,800,000 Purchaser Shares (the “Exchange Shares”).
Each Seller shall receive its pro rata share of the Exchange Shares based on the percentage of Purchased Shares owned by such Seller
as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro
Rata Share”). Notwithstanding anything to the contrary contained herein, no fraction of a Purchaser Share will be
issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise
be entitled to a fraction of a Purchaser Share (after aggregating all fractional Purchaser Shares that would otherwise be received
by such Person) shall instead have the number of Purchaser Shares issued to such Person rounded down in the aggregate to the nearest
whole Purchaser Share.


 






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


 


Article
II

CLOSING


 


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


 


Article
III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser represents
and warrants to the Company, as of the date hereof and as of the Closing as follows:


 


3.1 Due Organization
and Good Standing. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws 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 Organizational Documents of the Purchaser, as currently in effect.


 


3.2 Authorization;
Binding Agreement. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and
each Ancillary Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which
it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized
by the board of directors of the Purchaser and (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 and each Ancillary Document
to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary
Document to which the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser and,
assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto
and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, 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”).


 






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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 and each Ancillary Document to which
it is a party or the consummation by the Purchaser of the transactions contemplated hereby and thereby, 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 NYSE with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and
(e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected
to have a Material Adverse Effect on the Purchaser.


 


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


 


3.5 Capitalization.


 


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


 






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


 


(c) Except as set forth
in the SEC Reports, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar
rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable
into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of
any character (A) relating to the issued or unissued shares of the 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, 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.


 


(d) [Intentionally Omitted.]


 


(e) Since January 1,
2018, 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, 2018, has filed all forms, reports, schedules, statements, registration 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, 2018, (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, (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”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act,
and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the
“Public Certifications”). The SEC Reports (y) were prepared in all material respects in accordance with
the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (z)
did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to
the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications
are each true as of their respective dates of filing. As used in this Section 3.6, the term “file” shall be
broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished,
supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) the Purchaser Shares are listed on NYSE,
(B) the Purchaser has not received any written deficiency notice from NYSE relating to the continued listing requirements of the
Purchaser Shares, (C) there are no Actions pending or, to the Knowledge of the Purchaser, threatened against the Purchaser with
respect to any intention by such entity to suspend, prohibit or terminate the quoting of the Purchaser Shares on NYSE and (D) the
Purchaser Shares are in compliance with all of the applicable listing and corporate governance rules of NYSE.


 






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(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).


 


(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 is 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 since January 1, 2018 in the ordinary course of business.


 


3.7 Absence of Certain
Changes. As of the date of this Agreement, the Purchaser has, since March 31, 2019, not received a notice of a Material Adverse
Effect.


 


3.8 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.


 


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


 


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


 


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


 






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3.12 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 acknowledge that it has been
provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the
Target Companies for such purpose. The 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).


 


Article
IV

JOINT REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS


 


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


 


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


 






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


 


4.3 Capitalization.


 


(a) The Company is authorized
to issue an unlimited number of Company Ordinary Shares, 2,730,000 of which Class A Company Shares are issued and outstanding.
Prior to giving effect to the transactions contemplated by this Agreement, the Sellers are the legal (registered) and beneficial
owners of all of the issued and outstanding shares and other equity interests in or of the Company, with each Seller owning the
shares of the Company set forth on Schedule 4.3(a), all of which shares and other equity interests are owned free and clear
of any Liens. The Purchased Shares to be delivered by the Seller to the Purchaser at the Closing constitute all of the issued and
outstanding shares and other equity interests in or of the Company. All of the outstanding shares and other equity interests in
or of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right
of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company
Charter or any Contract to which the Company is a party or by which it or its securities are bound. The Company holds no shares
or other equity interests in or of the Company in its treasury. None of the outstanding shares or other equity interests in or
of the Company were issued in violation of any applicable securities Laws.


 


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


 


(c) Since January 1,
2018, 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.


 






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4.4 Subsidiaries.


 


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


 


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


 


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


 


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


 






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


 


4.7 Financial Statements.


 


(a) As used herein, the
term “Company Financials” means the (i) audited consolidated financial statements of the Target Companies
(including, in each case, any related notes thereto), consisting of the consolidated balance sheet of the Target Companies as of
December 31, 2019, and the related consolidated unaudited income statement, changes in shareholder equity and statement of cash
flows for the years then ended and (ii) the unaudited financial statements, consisting of the consolidated balance sheet of the
Target Companies as of March 31, 2020 (the “Interim Balance Sheet Date”) and the related consolidated
income statement, changes in shareholder equity and statement of cash flows for the three (3) months 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 January 1, 2019, no Target Company or its Representatives has received any
written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or
methods of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion
or claim that any Target Company has engaged in questionable accounting or auditing practices.


 






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(c) 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 Interim Balance Sheet Date contained in the Company Financials or (ii) not
material and that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice
(other than Liabilities for breach of any Contract or violation of any Law).


 


(f) All financial projections
with respect to the Target Companies that were delivered by or on behalf of the Company to the Purchaser or their Representatives
were prepared in good faith using assumptions that the Company believes to be reasonable.


 


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


 


4.9 Compliance with
Laws. No Target Company is or has been in material conflict or non-compliance with, or in material default or violation of,
nor has any Target Company received, since January 1, 2019, any written or 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. All filings and registrations with
Governmental Authorities required in respect of each of the Target Companies and its operations, including but not limited to the
registrations with the Chinese Ministry of Commerce, the Chinese State Administration of Industry and Commerce, and the Chinese
State Administration for Foreign Exchange, tax bureau, customs authorities, product registration authorities and health regulatory
authorities, as applicable, have been duly completed in accordance with applicable Law.


 






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


 


4.12 Material Contracts.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvi) evidences any
Liens; or


 


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


 


(b) With respect to each
Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the
Target Company party thereto (subject to the Enforceability Exceptions) and 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) 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 oral
notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party
thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course
of business that do not adversely affect any Target Company; and (vi) no Target Company has waived any rights under any such Company
Material Contract.


 






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4.13 Intellectual
Property.


 


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


 


(b) Each Target Company
has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses applicable
to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary
to operate the Target Companies as presently conducted. Each Target Company has performed all obligations imposed on it in the
Company IP Licenses, has made all payments required to date, and such Target Company is not, nor 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 is any other party thereto, in breach or default thereunder, nor has any event occurred that with
notice or lapse of time or both would constitute a default thereunder.


 






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(d) No Action is pending
or, to the Company’s Knowledge, threatened that challenges the validity, enforceability, ownership, or right to use, sell,
license or sublicense any Intellectual Property currently licensed, used or held for use by the Target Companies in any material
respect. No Target Company has received any written or 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 is there a reasonable basis therefor. There are
no Orders to which any Target Company is a party or its otherwise bound that (i) restrict the rights of a Target Company to use,
transfer, license or enforce any Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of
a Target Company in order to accommodate a third Person’s Intellectual Property, or (iii) grant any third Person any right
with respect to any Intellectual Property owned by a Target Company. No Target Company is currently infringing, or has, in the
past, infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect in connection
with the ownership, use or license of any Intellectual Property owned or purported to be owned by a Target Company or otherwise
in connection with the conduct of the respective businesses of the Target Companies. No third party is infringing upon, has misappropriated
or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used or held for use by any Target
Company (“Company IP”) in any material respect.


 


(e) All employees and
independent contractors of a Target Company have assigned to the Target Companies all Intellectual Property arising from the services
performed for a Target Company by such Persons. No current or former officers, employees or independent contractors of a Target
Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. 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. To the Company’s Knowledge, none of the employees of any Target Company is obligated under
any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote
the interests of the Target Companies, or that would materially conflict with the business of any Target Company as presently conducted.
Each Target Company has taken reasonable security measures in order to protect the secrecy, confidentiality and value of the material
Company IP.


 


(f) 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 breach, modification,
cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of
(i) any Contract providing for the license or other use of Intellectual Property owned by a Target Company, or (ii) any Company
IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries,
all of the Target Companies’ rights under such Contracts or IP Licenses described in the previous sentence to the same extent
that the Target Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred, without
the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies
would otherwise be required to pay in the absence of such transactions.


 






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4.14 Taxes and Returns.


 


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


 


(b) There is no current
pending or 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.


 






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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. No event has occurred which (whether with or without notice, lapse of time or
both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other
party under any of the Company Real Property Leases, and no Target Company has received notice of any such condition. No Target
Company owns or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company
Real Property Leases).


 


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


 


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


 


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 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 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 oral notice of his or her plan to terminate his or her employment with any Target Company.


 






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(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 threatened against
a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to
be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any
express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or
tortious conduct in connection with the employment relationship.


 


(c) Schedule 4.18(c)
sets forth a complete and accurate list of all employees, officers and directors of the Target Companies showing for each as of
that date (i) such person’s name, job title or description, employer, location, salary level (including any bonus, commission,
deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion
of the Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the calendar year ending
December 31, 2019, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during or
for the calendar year ending December 31, 2019. Except as disclosed in Schedule 4.18(c), no employee is a party to a written employment
Contract with a Target Company and each employee of a PRC Target Company is employed with a “non-fixed term” in accordance
with the Chinese Labor Contract Law, and the Target Companies have paid in full to all such employees all wages, salaries, commission,
bonuses and other compensation due to its employees, including overtime compensation, and there are no severance payments which
are or could become payable by a Target Company to any such employees under the terms of any written or oral agreement, or commitment
or any Law, custom, trade or practice. Each such employee has entered into the Company’s standard form of employee non-disclosure,
inventions and restrictive covenants agreement with the Company or its Subsidiaries (whether pursuant to a separate agreement or
incorporated as part of such employee’s overall employment agreement), a copy of which has been provided to the Purchaser
by the Company.


 


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


 






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4.19 Benefit Plans.


 


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


 


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


 


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


 


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


 


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


 


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


 


(g) All Company Benefit
Plans can be terminated at any time as of or after the Closing Date without resulting in any liability to any Target Company, the
Purchaser, 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 threatened to revoke, modify, or terminate any such Environmental Permit, and
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.


 






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(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 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 previously owned, operated,
or leased property of a Target Company pending or threatened that could lead to the imposition of any Liens under any Environmental
Law or material Environmental Liabilities.


 


(f) 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 January 1, 2018 has
been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing
of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property
or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or
employees of the Target Company in the ordinary course of business consistent with past practice), any Related Person or any Person
in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related
Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of
the outstanding voting power or economic interest of a publicly traded company). Except as set forth in the financial statements
and related notes previously delivered to the Purchaser, no Target Company has outstanding any Contract or other arrangement or
commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible
(including Intellectual Property) which is used in the business of any Target Company. Schedule 4.21 specifically identifies
all Contracts, arrangements or commitments subject to this Section 4.21 that cannot be terminated upon sixty (60) days’
notice by the Target Companies without cost or penalty.


 






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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. No Target Company has any self-insurance or co-insurance programs.
Since January 1, 2018, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving
any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to
issue an insurance policy or non-renewal of a policy, or requiring or suggesting material alteration of any of assets of a Target
Company, purchase of additional equipment or material modification of any of methods of doing business by a Target Company.


 


(b) Schedule 4.22(b)
identifies each individual insurance claim in excess of $50,000 made by a Target Company since January 1, 2018. Each Target Company
has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim that could
be covered by any such insurance policies, except where such failure to report such a claim would not be reasonably likely to be
material to the Target Companies. No Target Company has made any claim against an insurance policy as to which the insurer is denying
coverage.


 


4.23 Top Customers
and Suppliers. Schedule 4.23 lists, by dollar volume paid for each of (a) the twelve (12) months ended on December 31,
2019 and (b) the period from January 1, 2020 through the Interim Balance Sheet Date, the key customers of the Target Companies
(the “Top Customers”) and the key suppliers of goods or services to the Target Companies (the “Top
Suppliers”). The relationships of each Target Company with such suppliers and customers are good commercial working
relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated,
or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target
Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s
Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with a Target Company
or intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the
products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to
refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company
has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) the consummation
of the transactions contemplated in this Agreement and the other Ancillary Documents will not affect the relationship of any Target
Company with any Top Supplier or Top Customer.


 


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.


 






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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, subject to any right of recourse, defense, deduction, return of goods, counterclaim,
offset, or set off on the part of the obligor in excess of any amounts reserved therefor on the Company Financials. All of the
Accounts Receivable are, to the Knowledge of the Company, fully collectible according to their terms in amounts not less than the
aggregate amounts thereof carried on the books of the Target Companies (net of reserves) within ninety (90) days.


 


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


 


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.


 






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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; 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.


 


4.30 Information
Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with
any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; or (b) in
the mailings or other distributions to the 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. 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 SAFE Registrations.
Each Target Company that is incorporated outside of the PRC has taken, and shall continue to take in the future, all reasonable
steps to comply with, and to ensure compliance by each of its equity holders, option holders, directors, officers and employees
that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations
of the relevant PRC government agencies (including the Ministry of Commerce, the National Development and Reform Commission and
the State Administration of Foreign Exchange) relating to overseas investment by PRC residents and citizens or overseas listing
by offshore special purpose vehicles controlled directly or indirectly by PRC companies and individuals, such as the Company (the
“PRC Overseas Investment Regulations”), including requesting each equity holder, option holder, director,
officer and employee that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration
and other procedures required under applicable PRC Overseas Investment Regulations.


 


4.32 PRC Compliance.


 


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


 






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


 


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


 


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


 


Article
V

REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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5.7 Investment Representations.
Each Seller: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any
resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued
in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities
Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore,
must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable
state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer
pursuant to the Lock-Up Agreement; (d) is aware that an investment in the 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. No Seller has any Contract with any Person to sell, transfer, or grant participations to such
Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience,
or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term
is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment
in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands
all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives
pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants
or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges
that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its
independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives
in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and
the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and,
except as set forth herein, has not relied upon any representations or advice by the Purchaser or its Representatives. Each Seller
acknowledges and agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event
of the distribution of any cash, property or other interest in the Purchaser or (ii) the profitability or value of the Exchange
Shares in any manner whatsoever. Seller: (A) has been represented by independent counsel (or has had the opportunity to consult
with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s
attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands
this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents
hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement
free from coercion, duress or undue influence.


 


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


 


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


 






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5.10 Information
Supplied. None of the information supplied or to be supplied by any Seller expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with
any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; or (b) in
the mailings or other distributions to the 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. Notwithstanding the foregoing, no Seller makes any representation, warranty
or covenant with respect to any information supplied by or on behalf of the Purchaser or their Affiliates.


 


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


 


Article
VI

COVENANTS


 


6.1 Access and Information.


 


(a) The Company shall
give, and shall direct its Representatives to give, the Purchaser and 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 their 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.


 






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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 $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party,
or guarantee or endorse any Indebtedness, Liability or obligation of any Person;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6.3 .


 


(a) Except as contemplated
by the terms of this Agreement (including all of the transactions contemplated by the proxy statement filed by the Purchaser on
September 30, 2019 and any filings subsequent to such date and prior to the date hereof) 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:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(xv) voluntarily incur
any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,00] individually or $250,000
in the aggregate other than pursuant to the terms of a material Contract in existence as of the date of this Agreement or entered
into in the ordinary course of business or in accordance with the terms of this Section 6.3 during the Interim Period;


 


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


 


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


 


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


 


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


 


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


 


6.6 No Solicitation.


 


(a) For purposes of this
Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest
in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative
Transaction” means with respect to (A) the Company, the Sellers and their respective Affiliates and (B) the 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.


 






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(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 any Seller, any Target Company) or their respective businesses, operations, assets,
Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their
respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions
or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition Proposal, (iv) approve,
endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into
any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal,
or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.


 


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


 


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


 






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6.9 Efforts.


 


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


 


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


 


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


 


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


 


6.11 [Intentionally
Omitted]


 


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


 






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6.13 Confidential
Information.


 


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


 






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6.14 Litigation
Support. Following the Closing, in the event that and for so long as any Party is actively contesting or defending against
any third party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date
involving the Purchaser 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.


 


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


 


6.16 [Intentionally
omitted.]


 


6.17 Supplemental
Disclosure Schedules.


 


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


 


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


 


6.18 . During the Interim
Period, the Purchaser will consult with the Company, and the Purchaser and the Company will adopt, effective as of the Closing,
corporate and operational policies for the Purchaser, the Company and their respective Subsidiaries, including the Target Companies,
appropriate for a company publicly traded in the United States with active business and operations in the industries and regions
in which the Target Companies operate and contemplate operating as of the Closing.


 






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6.19 SOX 404(b)
Compliance. From and after the Closing, the Sellers agree to engage the Purchaser’s audit firm to complete an attestation,
to the extent required pursuant to Section 404(b) of SOX and Item 308(b) of Regulation S-K, of the Purchaser’s internal control
over financial reporting effective no later than December 31, 2020, or such earlier date as is required by SEC rules or other applicable
Law, with such audit firm’s attestation report to be included in the Purchaser’s applicable annual report, if required
by SEC rules or other applicable Law.


 


Article
VII

SURVIVAL 


 


7.1 Survival.


 


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


 


(b) The representations
and warranties of the Purchaser contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement
shall not survive the Closing, and from and after the Closing, each of the Purchaser and 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.


 


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


 






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7.3 General Indemnification
Provisions.


 


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


 


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


 


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


 


7.4 Indemnification
Procedures.


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


(a) Representations
and Warranties. All of the representations and warranties of the Purchaser 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 the Purchaser on or prior to the Closing Date.


 






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(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 each of the Ancillary Documents to which it is a party or by which
it is bound, and the consummation of the transactions contemplated hereby and thereby and (C) the incumbency of officers authorized
to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.


 


(e) Effectiveness of
Certain Ancillary Documents.


 


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


 


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


 


(f) [Intentionally omitted.]


 


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


 


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


 






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(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 each Seller, dated as of the Closing Date, signed by such Seller, certifying
as to the satisfaction of the conditions specified in Sections 8.3(a) and 8.3(b) with respect to such Seller.


 


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


 


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


 


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


 


(vi) [Intentionally
Omitted]


 


(vii) [Intentionally
Omitted]


 


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


 


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


 






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


 


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


 


Article
IX

TERMINATION AND EXPENSES


 


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


 


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


 


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


 


(d) by written notice
by the Company, if (i) there has been a breach by the Purchaser 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 (20) days after written notice
of such breach or inaccuracy is provided by the Company or (B) the Outside Date; provided, that the Company shall not have
the right to terminate this Agreement pursuant to this Section 9.1(d) if at such time the Company or any Seller is in material
uncured breach of this Agreement;


 


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


 






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(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 6.11,
6.13, 9.3, 9.4, Article XI and this Section 9.2 shall survive the termination of this Agreement,
and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant
or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement
(in each case of clauses (i) and (ii) above). Without limiting the foregoing, and except as provided in Sections 9.3 and
9.4 and this Section 9.2, the Parties’ sole right prior to the Closing with respect to any breach of any representation,
warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated
by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1.


 


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


 


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


 






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Article
X

RELEASES 


 


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


 


Article
XI

MISCELLANEOUS


 


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


 





	
        If to the Company, to:

         

        Yong Yang, Director

        Fast Approach, Inc.

        117 North Meadows Crescent

        Thornhill, Ontario L4J3C4

        yongyang@fastapproach.com

        
	 



 






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        If to Sellers, to:

         

        Yong Yang

        3600 Steeles Avenue East

        Markham, Ontario L3R927

        yongyang@fastapproach.com
	
        If to Purchaser, to

         

        Bin Zhou, CEO

        Planet Green Holdings Corp.

        Suite 200

        9841 Washingtonian Blvd.

        Gaithersburg, MD 20878

         

        With copies to (which shall not constitute notice):

         

        Ellenoff Grossman & Schole
        LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attention:  Bill Huo

                           Ari Edelman

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: bhuo@egsllp.com

                    aedelman@egsllp.com








 


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


 






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


 


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


 






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


 


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


 


11.9 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser 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 and schedules attached hereto, which
exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement
and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents
or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with
respect to the subject matter contained herein.


 






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11.12 Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In
this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted
by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting
term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance
with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar
import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or
other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be
deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;
(h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each
case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy,
Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument,
insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor
statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except
as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”,
and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term
“Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors
shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers
shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary
Document to a Person’s shareholders shall include any applicable owners of the equity interests of such Person, in whatever
form, including with respect to the 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.
To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given,
delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been
deemed to have been given, delivered, provided and made available to the Purchaser or its Representatives, such Contract, document,
certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company for the benefit
of the Purchaser and its Representatives and the Purchaser and its Representatives have been given access to the electronic folders
containing such information.


 


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.


 






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


 


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


 


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


 


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


 


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


 


“Company
Charter” means the certificate of incorporation of the Company, as amended and effective under applicable Laws.


 


“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies
or the Sellers or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated
hereby; provided, however, that Company Confidential Information shall not include any information which, (i) at
the time of disclosure by the Purchaser 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 Sellers 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.


 


“Class A
Company Shares” means the Class A shares of the Company, without par value, with full voting rights.


 


“Class B
Company Shares” means the Class B shares of the Company, without par value, with no voting rights.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 and (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any
Indebtedness of such Person and (h) all obligation described in clauses (a) through (g) above of any other Person which is directly
or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire
or in respect of which it has otherwise assured a creditor against loss.


 


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


 


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


 


“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of any Target Company, 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.


 






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


 


“NRS”
means Nevada Revised Statutes, as amended.


 


“NYSE”
means NYSE MKT LLC.


 


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


 


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


 


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


 






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“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, Sellers or their respective Representatives, is
generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser
or its Representatives to the Company, Sellers or their respective Representatives was previously known by such receiving party
without violation of Law or any confidentiality obligation by the Person receiving such 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    53


     


    

 


“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).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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



 






    54


     


    

 


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


 


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


 


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


 





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










 


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


 


	 	The Purchaser:
	 	 	 
	 	PLANET GREEN HOLDINGS CORPORATION
	 	a Nevada corporation
	 	 	 
	 	By:	/s/ Daqi Cui
	 	 	Name: 	Daqi Cui
	 	 	Title: 	Chief Operating Officer
	 	 	 	 
	 	The Company:
	 	 	 
	 	FAST APPROACH, INC. 
	 	a Canadian corporation
	 	 	 
	 	By:	/s/ Yong Yang
	 	 	Name: 	Yong Yang
	 	 	Title: 	Chairman


 






     


     


    

 


	 	The Sellers:
	 	 
	 	/s/ Yong Yang
	 	Yong Yang
	 	 
	 	/s/ Mu Xiao
	 	Mu Xiao
	 	 
	 	/s/ Dongming Li
	 	Dongming Li
	 	 
	 	/s/ Ye Zhang
	 	Ye Zhang
	 	 
	 	/s/ Yiming Qian
	 	Yiming Qian 
	 	 
	 	/s/ Jing Pan
	 	Jing Pan
	 	 
	 	11486314 Canada Inc.
	 	 
	 	/s/ Ping Liu
	 	By: Ping Liu
	 	Title: Chairman
	 	 
	 	Peaceland Holdings Inc.
	 	 
	 	/s/ David Young
	 	By: David Yang
	 	Title:
	 	 
	 	/s/ Patrick Zheng
	 	Patrick Zheng
	 	 
	 	/s/Weikai Gao
	 	Weikai Gao
	 	 
	 	/s/ Steven Wang
	 	Steven Wang


  




     


     


    

 


ANNEX I

List of Sellers


 


	Name	 	Number of Shares Outstanding	 	 	% Voting	 	 	Number of Shares to Receive from the Purchaser	 
	Yong Yang	 	 	762,500	 	 	 	27.93	%	 	 	502,747	 
	Mu Xiao	 	 	680,000	 	 	 	24.91	%	 	 	448,352	 
	Dongming Li	 	 	10,000	 	 	 	0.37	%	 	 	6,593	 
	Ye Zhang	 	 	100,000	 	 	 	3.66	%	 	 	65,934	 
	Yiming Qian	 	 	70,000	 	 	 	2.56	%	 	 	46,154	 
	Jing Pan	 	 	680,000	 	 	 	24.91	%	 	 	448,352	 
	Peaceland Holdings Inc.	 	 	20,000	 	 	 	0.73	%	 	 	13,187	 
	Partrick Zheng	 	 	20,000	 	 	 	0.73	%	 	 	13,187	 
	11486314 Canada Inc.	 	 	287,500	 	 	 	10.53	%	 	 	189,560	 
	Weikai Gao	 	 	50,000	 	 	 	1.83	%	 	 	32,967	 
	Steven Wang	 	 	50,000	 	 	 	1.83	%	 	 	32,967	 
	Total	 	 	2,730,000	 	 	 	 	 	 	 	1,800,000	 



 




     


     


    

 


List of Schedules


 


Schedule 4.1 – Jurisdictions


Schedule 4.3(a) – Capitalization


Schedule 4.4(a) – Subsidiaries


Schedule 4.11 – Litigation


Schedule 4.12(a) – Material Contracts


Schedule 4.13(a)(i) – Intellectual Property


Schedule 4.13 (a)(ii-iii)


Schedule 4.13(c)


Schedule 4.15 – Leased Premises


Schedule 4.16 – Personal Property


Schedule 4.18(c) Employees, Officers and Directors


Schedule 4.19(a) Benefit Plans


Schedule 4.21 Related Party Contracts


Schedule 4.22(a-b) – Insurance policies and Insurance
claims


Schedule 4.23 Customers and Suppliers


Schedule 8.1(c) Consents