Exhibit 10.1


 





SHARE EXCHANGE
AGREEMENT


 


 


This
Share Exchange Agreement (this “Agreement”) is made and entered into as of April 13, 2016 by and among NowNews
Digital Media Technology Co., Ltd., a Nevada corporation (the “Parent”), the Parent’s wholly owned subsidiary,
Dawnrain Media Co., Ltd. (“Dawnrain”) a Seychelles limited liability company, Dawnrain’s
wholly owned subsidiary, New Taoyard Advertising Co., Ltd. (“NTY”) a Seychelles limited liability company,
Beijing New Tong Ying Culture Media Co., Ltd. (“BJNTY”), a limited liability formed in the People’s Republic
of China in September 2015, and BJNTY’s shareholders, Ming Gao and Xi Chen, two P.R.C individuals (the “BJNTY Shareholders”).


 


WHEREAS,
BJNYT is a newly formed company currently owned by BJNTY Shareholders and is in the business of the development and production
of theatrical movies, television shows, short films, internet movies and other media content;


 


WHEREAS,
the BJNTY Shareholders desire to acquire from the Parent an aggregate of One Million and Sixty Hundred Thousand (1,600,000) (the
“Parent Shares”) of the Parent’s common stock, par value $0.001 per share (the “Common Stock”),
in exchange of 80% of the capital interest (of which 49% bearing voting right) of BJNTY (“Exchange
Shares”);


 


WHEREAS,
the Parent desires to sell up to Three Million and Three Hundred Thousand (3,300,000) shares of Common Stock in a private placement
and use the proceeds from the sale of Two Million shares of Common Stock for the sole purpose of investment in BJNTY and the remainder
of the proceeds for its general corporate use;


 


WHEREAS,
BJNTY may increase its registered capital in the future and both Parent (directly or indirectly) and BJNTY Shareholders may contribute
in according to mutually agreed terms;


 


WHEREAS,
the offer and sale of the Parent Shares by the Parent is being made in reliance upon the provisions of Regulation S (“Regulation
S”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “Securities Act”).


 


ARTICLE
I.

Share exchange


 


1.01Share
Exchange. Subject to the terms and conditions of this Agreement, at the Closing, the Parent shall sell, transfer, convey, assign
and deliver to the BJNTY Shareholders, at a mutually agreed percentage, of the Parent Shares free and clear of all liens in exchange
for the Exchange Shares.


 






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ARTICLE
II.

CLOSING


 


2.01Date
and Place of Closing. The closing (the “Closing”) of transactions contemplated hereby shall, subject to
the satisfaction or waiver of the applicable conditions set forth herein, take place at the offices of Sichenzia Ross Friedman
Ference LLP or other places as the parties may mutually agreed on July 30, 2016 (“Closing Date”) or such earlier
date as the parties may mutually agreed on.


 


2.02Deliveries
at Closing.


 


(a)At
or prior to the Closing, the Parent shall deliver to each BJNTY Shareholder a certificate evidencing such BJNTY Shareholders’
number of Parent Shares.


 


(b)At
or prior to the Closing, each BJNTY Shareholder shall deliver to the Parent the Exchange Shares.


 


2.03Closing
Conditions of Parent


 


(a)all
of the warrants and representations of BJNTY and BJNTY Shareholders being true, correct, complete and accurate; and


 


(b)receipt
of capital verification report of BJNTY evidencing BJNTY Shareholders’ contribution of $10 million registered capital to
BJNTY;


 


(c)full
and timely performance by BJNTY and BJNTY Shareholders of all of their obligations and covenants under this Agreement.


 


2.04Closing
Conditions of BJNTY Shareholders


 


(a)all
of the warrants and representations of Parent being true, correct, complete and accurate; and


 


(b)full
and timely performance by Parent of all of their obligations and covenants under this Agreement.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES OF THE PARENT


 


3.01Valid
Issuance of Capital Stock.  The total number of all classes of capital stock which the Parent has authority to issue
is 50,000,000 Parent Shares of Common Stock.  As of the date hereof, the Parent has 22,412,000 shares of Common Stock
issued and outstanding.  All of the issued shares of capital stock of the Parent have been duly authorized, validly issued,
and are fully paid and non-assessable. 


 






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3.02Organization
and Qualification.  The Parent is a corporation duly incorporated and existing in good standing under the laws of
Nevada and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted. 


 


3.03 Legend.
Each certificate representing the Restricted Parent Shares (as defined below) shall be endorsed with the following legends, in
addition to any other legend required to be placed thereon by applicable federal or state securities laws:


 


“THESE SECURITIES
ARE BEING OFFERED TO BJNTY SHAREHOLDERSS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT,
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 


3.04Registration
of Registrable Securities. If the Parent proposes to register any of its Common Stock
(other than pursuant to a registration on Form S-4 or S-8 or any successor form), it will give prompt written notice to BJNTY Shareholders
of its intention to effect such registration (the “Incidental Registration”). Within ten business days of receiving
such written notice of an Incidental Registration, the BJNTY Shareholders may make a written request (the “Registration Request”)
that the Parent include in the proposed Incidental Registration all, or a portion, of 300,000 Parent Shares (“Registrable
Securities”) owned by BJNTY Shareholders (which Registration Request shall set
forth the Registrable Securities intended to be disposed of by the BJNTY Shareholders and the intended method of disposition thereof).


 


ARTICLE
IV.

REPRESENTATIONS AND WARRANTIES OF BJNTY SHAREHOLDERS AND BJNTY


 


4.01BJNTY
Shareholders.  The information concerning each BJNTY Shareholder provided by each BJNTY Shareholder to the Parent
is true, complete and accurate in all respects.  Each BJNTY Shareholder has provided to the Parent a true, complete and
accurate copy of his, her or its People’s Republic of China identification card or other valid photo identification. 


 


4.02Intent.  Each
BJNTY Shareholder is purchasing the Parent Shares solely for investment purposes, for each BJNTY Shareholder’s own account
and not for the account or benefit of any U.S. Person (as defined below) or any other person or entity (whether located in the
People’s Republic of China or elsewhere), and not with a view towards the distribution or dissemination thereof.  Each
BJNTY Shareholder has no present arrangement to sell the Parent Shares to or through any person or entity.  Each BJNTY
Shareholder understands that the Parent Shares must be held indefinitely unless such Parent Shares are resold in accordance with
the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available. 


 






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4.03No
Obligation to Register Parent Shares.  Each BJNTY Shareholder understands, except as set forth in Section 3.05 of
this Agreement, that the Parent is under no obligation to register the Restricted Parent Shares under the Securities Act, or to
assist each BJNTY Shareholder in complying with the Securities Act or the securities laws of any state of the United States or
of any foreign jurisdiction. 


 


4.04Investment
Experience.  Each BJNTY Shareholder, or each BJNTY Shareholder’s professional advisors, have such knowledge
and experience in finance, securities, taxation, investments and other business matters as to evaluate investments of the kind
described in this Agreement.  By reason of the business and financial experience of each BJNTY Shareholder or his or
her professional advisors (who are not affiliated with or compensated in any way by the Parent or any of its affiliates or selling
agents), each BJNTY Shareholder can protect his or her own interests in connection with the transactions described in this Agreement.  Each
BJNTY Shareholder is able to afford the loss of his, her or its entire investment in the Parent Shares. 


 


4.05Independent
Investigation.  Each BJNTY Shareholder, in making the decision to purchase the Parent Shares, has relied upon an
independent investigation of the Parent and has not relied upon any information or representations made by any third parties or
upon any oral or written representations or assurances from the Parent, its officers, directors or employees or any other representatives
or agents of the Parent, other than as set forth in this Agreement and the exhibits and schedules attached hereto.  Each
BJNTY Shareholder is familiar with the business, operations and financial condition of the Parent and has had an opportunity to
ask questions of, and receive answers from, the Parent’s officers and directors concerning the Parent and the terms and conditions
of the offering of the Parent Shares and has had full access to such other information concerning the Parent as each BJNTY Shareholder
has requested. 


 


4.06Authority.  This
Agreement has been validly authorized, executed and delivered by each BJNTY Shareholder and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally. The execution, delivery and performance of this Agreement by each BJNTY Shareholder does
not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which each BJNTY Shareholder
is a party.  The entering into of this Agreement and the transactions contemplated hereby do not and will not result
in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents,
bylaws or other governing documents of, each BJNTY Shareholder or of any agreement, written or oral, to which each BJNTY Shareholder
may be a party or by which each BJNTY Shareholder is or may be bound. 


 


4.07Not
a Broker-Dealer.  Neither BJNTY Shareholders is a registered representative under the Financial Industry Regulatory
Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any member of FINRA, nor
a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in a business that
would require it to be so registered, nor is it an Affiliate of a broker-dealer or any Person engaged in a business that would
require it to be registered as a broker-dealer.  In the event such BJNTY Shareholders is a member of FINRA, or associated
or Affiliated with a member of FINRA, such BJNTY Shareholders agrees, if requested by FINRA, to sign a lock-up, the form of which
shall be satisfactory to FINRA with respect to the Securities. “Affiliate” means, with respect to any specified Person:
(i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors, or legal representatives,
if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or
(ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, the Person specified. As used in this definition, “control” shall mean the possession,
directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership
of voting securities or by contract or other written instrument. “Person” shall mean an individual, entity, corporation,
partnership, association, limited liability Parent, limited liability partnership, joint-stock Parent, trust or unincorporated
organization. 


 






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4.08Not
an Underwriter.  Neither BJNTY Shareholders is an underwriter of the Parent Shares, nor is it an affiliate of an
underwriter of the Parent Shares. 


 


4.09No
Advice from Parent.  Each BJNTY Shareholder acknowledges that he, she or it has received, and fully and carefully
reviewed and understands, copies of the Parent’s filings with the Securities and Exchange Commission periodically (the “SEC
Filings”), either in hard copy or electronically through the SEC’s EDGAR system at http://www.sec.gov. Each BJNTY
Shareholder also acknowledges that he, she or it has had the opportunity to review this Agreement, the exhibits hereto and the
transactions contemplated by this Agreement with each BJNTY Shareholder’s own legal counsel and investment and tax advisors.  Except
for any statements or representations of the Parent made in this Agreement, each BJNTY Shareholder is relying solely on such counsel
and advisors and not on any statements or representations of the Parent or any of its representatives or agents for legal, tax
or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of
any jurisdiction. Each BJNTY Shareholder has consulted, to the extent deemed appropriate by each BJNTY Shareholder, with each
BJNTY Shareholder’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities
and on that basis believes that its investment in the Securities is suitable and appropriate for each BJNTY Shareholder. 


 


4.10Regulation
S Exemption.  Each BJNTY Shareholder understands that the Parent Shares are being offered and sold to him, her or
it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that the Parent is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of each BJNTY Shareholder set forth herein in order to determine the applicability
of such exemptions and the suitability of each BJNTY Shareholder to acquire the Parent Shares.  In this regard, each
BJNTY Shareholder represents, warrants and agrees that: 


 


(i)           Neither
BJNTY Shareholders is a U.S. Person  or an affiliate (as defined in Rule 501(b) under the Securities Act) of the Parent
and is not acquiring the Parent Shares for the account or benefit of a U.S. Person.  A “U.S. Person”
means any one of the following:


 






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(A)           any
natural person resident in the United States of America;


 


(B)           any
partnership, limited liability Parent, corporation or other entity organized or incorporated under the laws of the United States
of America;


 


(C)           any
estate of which any executor or administrator is a U.S. Person;


 


(D)           any
trust of which any trustee is a U.S. Person;


 


(E)           any
agency or branch of a foreign entity located in the United States of America;


 


(F)           any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person;


 


(G)           any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States of America; and


 


(H)           any
partnership, Parent, corporation or other entity if:


 


(1)           organized
or incorporated under the laws of any foreign jurisdiction; and


 


(2)           formed
by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited BJNTY Shareholderss (as defined in Rule 501(a) under the Securities Act)
who are not natural persons, estates or trusts.


 


(ii)           At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement,
each BJNTY Shareholder was outside of the United States.


 


(iii)           Neither
BJNTY Shareholders will, during the period commencing on the date of issuance of the Parent Shares and ending on the six-month
anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Parent Shares in the United States, or to a U.S. Person for the
account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.


 


(iv)          Each
BJNTY Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Parent Shares
only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable
state and foreign securities laws.


 


(v)           Neither
BJNTY Shareholders was in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in,
any short selling of or any hedging transaction with respect to the Parent Shares, including without limitation, any put, call
or other option transaction, option writing or equity swap.


 






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(vi)           Neither
BJNTY Shareholders nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to the Parent Shares and each BJNTY Shareholder and any person acting on his or her behalf have complied and
will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.


 


(vii)           The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(viii)           Neither
BJNTY Shareholderss nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions,
for any of the Parent Shares.  Each BJNTY Shareholder agrees not to cause any advertisement of the Parent Shares to be
published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Parent Shares,
except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and
not in the U.S. or its territories, and only in compliance with any local applicable securities laws.


 


4.11No
Advertisements.  Neither BJNTY Shareholders is purchasing the Parent Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio
or via the Internet, or presented at any seminar or meeting, and is not aware of any public advertisement or general solicitation
in respect of the Parent or its securities. 


 


4.12Legend.  Each
BJNTY Shareholder acknowledges and agrees that 1,300,000 Parent Shares (“Restricted Parent Shares”) shall bear
a restricted legend (the “Legend”), in the form and substance as set forth in Section 3, prohibiting the offer,
sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement filed under the Securities
Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to
an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption
from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions). 


 


4.13Economic
Considerations.  Neither BJNTY Shareholders is relying on the Parent, or its affiliates or agents with respect to
economic considerations involved in this investment.  Each BJNTY Shareholder has relied solely on his or her own advisors. 


 


4.14Compliance
with Laws.  Any resale of the Parent Shares during the “distribution compliance period” as defined in
Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further,
any such sale of the Parent Shares in any jurisdiction outside of the United States will be made in compliance with the securities
laws of such jurisdiction.  Neither BJNTY Shareholders will offer to sell or sell the Parent Shares in any jurisdiction
unless each BJNTY Shareholder obtains all required consents, if any. Each BJNTY Shareholder acknowledges that such BJNTY Shareholders
is familiar with Rule 144 (“Rule 144”) under the Securities Act, and has been advised that Rule 144 permits resales
only under certain circumstances. Each BJNTY Shareholder understands that to the extent that Rule 144 is not available, such BJNTY
Shareholders will be unable to sell any Securities without either registration under the Securities Act or the existence of another
exemption from such registration requirement. 


 






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4.15Investment
Commitment.  Each BJNTY Shareholder's overall commitment to investments which are not readily marketable is not disproportionate
to each BJNTY Shareholder's net worth, and an investment in the Parent Shares will not cause such overall commitment to become
excessive. 


 


4.16Receipt
of Information.  Each BJNTY Shareholder has received all documents, records, books and other information pertaining
to each BJNTY Shareholder’s investment in the Parent that has been requested by each BJNTY Shareholder.


 


4.17Information
Available.  Each BJNTY Shareholder acknowledges it has availed itself of full access to the Parent’s public
reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the website maintained
by the SEC at http://www.sec.gov. 


 


4.18No
Reliance.  Other than as set forth herein, each BJNTY Shareholder is not relying upon any other information, representation
or warranty by the Parent or any officer, director, stockholder, agent or representative of the Parent in determining to invest
in the Parent Shares.  Each BJNTY Shareholder has consulted, to the extent deemed appropriate by each BJNTY Shareholder,
with each BJNTY Shareholder’s own advisers as to the financial, tax, legal and related matters concerning an investment in
the Parent Shares and on that basis believes that its investment in the Parent Shares is suitable and appropriate for each BJNTY
Shareholder. 


 


4.19No
Governmental Review.  Each BJNTY Shareholder is aware that no federal or state agency has (i) made any finding or
determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Parent Shares or the Parent,
or (iii) guaranteed or insured any investment in the Parent Shares or any investment made by the Parent.


 


4.20Potential
Loss of Investment.  Each BJNTY Shareholder understands that an investment in the Parent Shares is a speculative
investment which involves a high degree of risk and the potential loss of his or her entire investment. Each BJNTY Shareholder
has considered carefully and understands the risks associated with an investment in the Parent Shares as set forth in the Parent’s
SEC Filings.


 


4.21Finder’s
Fees. Neither BJNTY Shareholders has incurred any liability for commissions or other fees to any finder, broker or agent in
connection with the transactions contemplated by this Agreement except the Finder’s Agreement which will be entered into
separately.


 






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4.22Organization
and Qualification.  BJNTY is a corporation duly incorporated and existing in good standing under the laws of the
People’s Republic of China and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted. 


 


4.23Authority.  This
Agreement has been validly authorized, executed and delivered by the board of directors and officers of BJNTY and is a valid and
binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other
laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement
by BJNTY does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which BJNTY
is a party.   The entering into of this Agreement and the transactions contemplated hereby do not and will not result
in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents,
bylaws or other governing documents of, BJNTY or of any agreement, written or oral, to which BJNTY may be a party or by which BJNTY
is or may be bound. 


 


ARTICLE
V.

COVENANTS OF THE PARENT


 


5.01Investment
in BJNTY. The Parent shall use the gross proceeds from a private placement of up to two million shares of Common Stock of the
Parent at an offering price of $5.00 per share for the sole purpose of operations of BJNTY.


 


5.02Board
Seats. The BJNTY Shareholders are entitled to designate one qualified director to the board of directors of the Parent and
one qualified director to the board of directors of BJNTY. The Parent shall determine whether such candidate is qualified at its
sole discretion which the Parent may not unreasonable withhold. The Parent shall appoint such qualified candidate to the Parent’s
board of Directors and cause such candidate to be appointed to the BJNTY’s board of directors within 30 days of the BJNTY
Shareholders’ written notice of such designation.


 


5.03Retention
of BJNTY Shareholders and their Designees. The Parent shall enter into employment agreements (“Employment Agreements”)
with the BJNTY Shareholders and/or their designees (“BJNTY Management Team”) pursuant to which such individuals
shall be part of the management team of BJNTY and entitled to certain performance based restricted stock as set forth therein.
The Employment Agreements shall provide the Parent may not terminate the Employment Agreements other than “Good Reason”
including but not limited to such employee’s violation of applicable laws and material breach of the Employment Agreements.
In principal, the BJNTY Management Team shall be entitled to such number of restricted stock which shall equal to three times of
the net income of BJNTY valued at no less than 80% of the volume weighted average price of the Common Stock within 30 trading days
at the end of each fiscal year end of 2016, 2017 and 2018, and no higher than $5 per share.


 


5.04Exchange
Listing. The Parent shall list its Common Stock on NYSE by February 28 2017


 






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ARTICLE
VI.

COVENANTS OF THE BJNTY SHAREHOLDERSS


 


6.01No
Pledge of Parent Shares. The BJNTY Shareholders shall not, without the Parent’s written consent, use the Parent Shares
as collateral in any form for any personal debt, mortgage or any purpose.


 


6.02Commitment
to BJNTY. The BJNTY Shareholderss shall dedicate their resources and best efforts in the management and operation of BJNTY
and shall cause their designees who shall enter into the Employment Agreements and undertake to use their best efforts in providing
the services as contemplated in their respective Employment Agreement. The BJNTY Shareholderss shall use their best efforts to
facilitate BJNTY to obtain all necessary governmental authorization, permit, licenses including but not limited to advertisement
business license (广告经营许可证),
license of Internet news information services or the information (互联网新闻信息服务许可证),
information internet broadcasting program license(信息网络传播视听节目许可证).


 


6.03Non-Compete
BJNTY Management Team shall enter into Employment Agreements with the Parent and/or BJNTY which shall have customary non-compete
restrictions during the term of their respective employment and two years after termination of the employment.


 


ARTICLE
VII.

INDEMNIFICATION


 


7.01The
Parent’s Indemnification. In addition to all other sums due hereunder or provided for in this Agreement, the Parent (the
“Parent Indemnifying Party“) agrees to indemnify and hold harmless the BJNTY Shareholderss and their
officers, directors, agents, employees, subsidiaries, partners and controlling persons and the BJNTY Shareholderss (together with
the Parent Indemnifying Party “Indemnifying Party”) agree to indemnify and hold harmless the Parent, its affiliate
and their officers, directors, agents, employees, subsidiaries, partners and controlling persons (each, a “Indemnified
Party”) to the fullest extent permitted by law, from and against any and all out-of-pocket losses, claims, damages, expenses
(including reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, “Liabilities”)
resulting from or arising out of (a) any breach of any representation or warranty, covenant or agreement of the Indemnifying Party
in this Agreement or (b) any investigation or proceeding against the Indemnifying Party or any Indemnified Party and arising
out of or in connection with this Agreement, whether or not the transactions contemplated by this Agreement are consummated, which
investigation or proceeding requires the participation of, or is commenced or filed against, any Indemnified Party because of this
Agreement or such other documents and the transactions contemplated hereby or thereby, provided, that the Indemnifying Party shall
not be liable under this Section 7.01 to an Indemnified Party for any liabilities resulting primarily from any actions that involved
the gross negligence or willful misconduct of such Indemnified Party; and provided, further, that if and to the extent that such
indemnification is unenforceable for any reason, the Indemnifying Party shall make the maximum contribution to the payment and
satisfaction of such Liabilities for which it would otherwise be liable hereunder which shall be permissible under applicable laws.
In connection with the obligation of the Indemnifying Party to indemnify for Liabilities as set forth above, the Indemnifying Party
further agrees, upon presentation of appropriate invoices containing reasonable detail, to reimburse each Indemnified Party for
all such Liabilities (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified
Party; provided, that if an Indemnified Party is reimbursed hereunder for any Liabilities, such reimbursement of Liabilities shall
be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful
misconduct or gross negligence of such Indemnified Party.


 






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7.02Notification.
Each Indemnified Party under this Article VII will, promptly after the receipt of notice of the commencement of any action, investigation,
claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party
under this Article VII, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party
so to notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may
have to such Indemnified Party under this Article VIII unless, and only to the extent that, such omission results in the Indemnifying
Party’s forfeiture of substantive rights or defenses or the Indemnifying Party is otherwise irrevocably prejudiced in defending
such proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall
notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof
at its own expense, with counsel satisfactory to the Indemnifying Party; provided, that any Indemnified Party may, at its own expense,
retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which
both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become,
a party, such Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and to
control its own defense of such action, claim or proceeding if, (a) the Indemnifying Party has failed to assume the defense and
employ counsel as provided herein, (b) the Indemnifying Party has agreed in writing to pay such fees and expenses of separate counsel
or (c) in the reasonable opinion of counsel to such Indemnified Party, a conflict or likely conflict exists between the Indemnifying
Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable,
provided, however, that the Indemnifying Party shall not in any event be required to pay the fees and expenses of more than one
separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate
counsel). The Indemnifying Party agrees that it will not, without the prior written consent of an Indemnified Party, settle, compromise
or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated
hereby (if such Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement,
compromise or consent includes an unconditional release of such Indemnified Party from all liability arising or that may arise
out of such claim, action or proceeding. The Indemnifying Party shall not be liable for any settlement of any claim, action or
proceeding effected against an Indemnified Party without the prior written consent of the Indemnifying Party. The rights accorded
to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate
agreement or otherwise.


 






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ARTICLE
VIII.

BJNTY Shareholders’ SELLBACK OPtion


 


8.01In
the event the Parent fails to cause the Common Stock to be listed on NYSE by February 28, 2017, the BJNTY Shareholders have the
option to sell the Parent Shares to the Parent in exchange for the Exchange Share. The BJNTY Shareholders shall notify the Parent
of their exercise of such option in writing and delivered pursuant to Section 9.02 hereto.


 


ARTICLE
IX.

MISCELLANEOUS


 


9.01Governing
Law. This Agreement shall be governed by and construed in all respects by the internal laws of the State of New York (except
for the proper application of the United States federal securities laws), without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York.


 


9.02Notices,
Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on
file by the sending party); (iii) three Business Days after deposit with the United States Mail when sent by registered or
certified mail; or (iv) one Business Day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Parent:


 


NowNews Digital Media
Technology Co., Ltd.


4F, No. 32, Ln. 407,
Sec. 2.


Tiding Road, Neihu District,
Taipei City, Taiwan


Attention: David Shih


 


With a copy to:


Sichenzia Ross Friedman Ference
LLP


61 Broadway
32nd Floor New York, NY 10006


Attention:
Jay M. Kaplowitz, Esq.


 


If to each BJNTY Shareholder:


 


Ming Gao


Room 1703 Sunshine Fortune Tower


63-7 Xidawang Road


Chaoyang Beijing


 






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Xi Chen


Room 1703 Sunshine Fortune Tower


63-7 Xidawang Road


Chaoyang Beijing


 


 


9.03Amendments
and Waivers.


 


(a)This
Agreement may be terminated, amended or modified, by a written instrument executed by (a) the Parent, and (b) each BJNTY Shareholder.


 


(b)Any
obligation of the Parent under this Agreement may be waived or excused by each BJNTY Shareholder.


 


9.04Certain
Expenses. Each party shall be responsible for their own costs and expenses.


 


9.05Section
and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not
in any way affect the meaning or interpretation of this Agreement.


 


9.06Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


9.07Severability.
If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable,
such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this
Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified,
and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the
provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all
or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions
of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations
hereunder.


 


9.08Telecopy
Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery
shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree
to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.


 


9.09Entire
Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and
thereof. All proposals, negotiations and representations (if any) made prior, and with reference to the subject matter of this
Agreement, are merged herein. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted
fairly in accordance with its terms and without any strict construction in favor of or against either party. Neither the Parent
nor each BJNTY Shareholder shall be bound by any oral agreement or representation, irrespective of when made.


 






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9.10Survival
of Representations, Warranties and Covenants. All of the representations and warranties made herein shall survive the execution
and delivery of this Agreement, any investigation by or on behalf of each BJNTY Shareholder, or acceptance of the Parent Shares
of Common Stock and payment therefore and shall survive until such time as the Parent Shares of Common Stock have been sold or
redeemed in full in cash. All covenants and indemnities made herein shall survive in perpetuity, unless otherwise provided in this
Agreement.


 


9.11Remedies
Cumulative. No failure or delay on the part of the Parent or each BJNTY Shareholder in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the Parent or each BJNTY Shareholder at law, in equity
or otherwise.


 


9.12Further
Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with,
any governmental authority) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.


 


9.13Disputes.
The parties agree that all disputes arising under this Agreement shall be submitted to a court of competent jurisdiction located
in New York, New York.


 


9.14WAIVER
OF JURY TRIAL. EACH OF THE PARTIES WAIVES ITS RIGHTS TO TRIAL BY JURY AND AGREES TO SUBMIT ANY LAWSUIT TO TRIAL BEFORE THE
COURT AND WITHOUT A JURY.


 


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left blank]


 


 


 


 


 


 




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IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.


 


 


NowNews
Digital Media Technology Co., Ltd.


 


By:_____/s/
Shuo-Wei Shih ____________________


Name:
_____ Shuo-Wei Shih ______________


Title: ____Chief Executive Officer_______________


 


 


BJNTY
SHAREHOLDERSS:


 


Ming Gao


 


By:_______/s/ Ming Gao__________________


 


Xi Chen


 


By:_____/s/ Xi Chen____________________


 


 






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