Exhibit
10.22


 


PLEDGE
OF EQUITY AGREEMENT


 


BETWEEN


 


[SHAREHOLDER]


 


AND


 


SHAANXI
TECHTEAM JINONG HUMIC ACID PRODUCTS CO. LTD


 


 


 


 


 


June
30th 2016


 


 


 


 


 


  






     


     


    

 


PLEDGE
OF EQUITY AGREEMENT 


 


This
Pledge of Equity Agreement (“the Agreement”) is executed on June 30, 2016 in Xi’an by:


 


Pledgeors
(hereinafter collectively referred to as “Party A”):


 


[Shareholder]


and


 


Pledgee
(hereinafter referred to as “Party B”):


 


Shaanxi
Techteam Jinong Humic Acid Products Co. Ltd.


 


Whereas,


 


1.             
Party A consists of the sole shareholder of [VIE Entity], Ltd. (hereinafter referred to as “[VIE Entity]”),
who legally hold all of the equity interest of [VIE Entity].


 


2.             
Party B is a wholly-foreign owned enterprise incorporated and existing within the territory of China in accordance with the
law of the People’s Republic of China, the registration number of its legal and valid Business License is 610000100003655,
and the legal registered address is 3/F , Borough A, Block A, No.181, South Tai Bai Road, Xi’an City, P.R.China.


 


3.             
[VIE Entity] is an enterprise limited by shares which is incorporated and existing within the territory of China in accordance
with the law of the People’s Republic of China, the registration number of its legal and valid Business License is [license
number] and the legal registered address is [ADDRESS].


 


4.             
Party B intends to acquire all of the equity interests or assets of [VIE Entity]. Prior to the completion of such acquisition,
Party B agrees to provide exclusive product supply to [VIE Entity]. In order to protect the interests of Party B, Party A agrees
to pledge the 100% of equity interest of [VIE Entity] they own to Party B.


 


5.             
Party B accepts the pledge of the equity interest by Party A.


 


Therefore,
in accordance with applicable laws and regulations of the People’s Republic of China, the Parties hereto reach the Agreement
through friendly negotiation on the principle of equality and mutual benefit and abide by.


 






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Article
1            Guaranteed Obligations


 


The
equity interest is being pledged to guarantee all of the rights and interests Party B is entitled to under all of the following
listed agreements by and between Party A and Party B:


 


(a)         
Entrusted Management Agreement, by and among Party A and Party B on June 30, 2016 in Xi’an.


(b)        
Exclusive Product Supply Agreement, by and between A and Party B on June 30, 2016 in Xi’an.


(c)         
Exclusive Option Agreement by and among Party A, and Party B on June 30, 2016 in Xi’an.; and


(d)        
Shareholders’ Voting Proxy Agreement, by and between Party A and Party B on June 30, 2016 in Xi’an.


 


Article
2            Pledged Properties 


 


Party
A pledges, by way of first priority pledge, all of its rights, title and interest, in, to and under all or any part of:


 


(a)         
100% of the equity interest in [VIE Entity];


(b)        
100% of the registered capital (“Registered Capital”) of [VIE Entity];


(c)         
all investment certificates and other documents in respect of the Registered Capital of [VIE Entity];


(d)        
all money, dividends, interest and benefits at any time arising in respect of all the equity interest and Registered Capital of
[VIE Entity]; and


(e)         
all voting rights and all other rights and benefits attaching to or accruing to the equity interest or the Registered Capital
of [VIE Entity].


 


Article
3            Scope of Guaranteed Obligations


 


The
scope of the guaranteed obligations is all rights and interests Party B is entitled to in accordance with all the agreements signed
by and between Party A and Party B.


 


Article
4            Pledge Procedure and Registration 


 


Party
A shall process the registration procedures with Xi’an Administration for Industry and Commerce concerning the pledged equity
interest and ensure that all other approval(s) from or registration with relevant PRC authorities is granted or duly secured.


 


Article
5            Transfer of Pledged Equity Interest 


 


Party
A shall not transfer any of the pledged equity interest without the prior written consent of Party B during the term of this agreement.


 






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Article
6            Effectiveness, Modification and Termination 


 


6.1         
This Agreement shall go into effect when it is signed by the authorized representatives of the Parties with seals affixed;


 


6.2           Upon the effectiveness of this Agreement and unless otherwise agreed upon by the parties hereto, neither party may modify or terminate
this Agreement. Any modification or termination shall be in writing after both parties’ consultations. The provisions of
this Agreement remain binding on both parties prior to any written agreement on modification or termination.


 


Article
7            Governing Law 


 


The
execution, validity, interpretation and performance of this Agreement and the disputes resolution under this Agreement shall be
governed by the laws of PRC.


 


Article
8            Liability for Breach of Agreement


 


Upon
the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure
to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching
party shall compensate the non-breaching party for the loss incurred as a result of the breach.


 


Article
9            Settlement of Dispute


 


The
parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation.
In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can
submit such matter to China International Economic and Trade Arbitration Commission in accordance with its rules then in effect.
The arbitration award shall be final, conclusive and binding upon both parties.


 


Article
10        Severability


 


10.1     
Any provision of this Agreement that is invalid or unenforceable due to the laws and regulations shall be ineffective without
affecting in any way the remaining provisions hereof.


 


10.2       In the event of the foregoing paragraph, the parties hereto shall prepare supplemental agreement as soon as possible to replace
the invalid provision through friendly consultation.


 







Article
11        Miscellaneous


 


11.1     
The headings contained in this Agreement are for the convenience of reference only and shall not in any other way affect the interpretation
of the provisions of this Agreement.


 


11.2      
The Agreement shall be executed in two copies, both in Chinese and English. Each party holds one Chinese and one English original,
and the remaining shall be kept for completing relevant procedures. Each copy shall have equal legal force, and both the English
version and Chinese version shall have the same effect.


 


(This
space intentionally left blank)


 






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IN
WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the
date first written above.


 


PARTY
A: 


 


[SHAREHOLDER]


	(Signature) :	 	 


 


 


PARTY
B: 


 


Shaanxi
Techteam Jinong Humic Acid Products Co. Ltd


(Seal):


 


Legal
Representative/Authorized Representative


 


	(Signature):	 	 


 




 


 


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