Exhibit
10.19


 


EXCLUSIVE
OPTION AGREEMENT


 


AMONG


 


Shaanxi
Techteam Jinong Humic Acid Products Co. Ltd.


 





AND


 


[SHAREHOLDER]


 


AND


 


 


[VIE
ENTITY]


【June
30th, 2016 】


  



     


     

    

 


EXCLUSIVE
OPTION AGREEMENT


 





This
Exclusive Option Agreement (the “Agreement) is entered into as of【June 30th, 2016 】among
the following Parties in【 Xi’an】.


 


Party
A: 【Shaanxi Techteam Jinong Humic Acid Products Co. Ltd.】


Registered
Address: 【3/F , Borough A ,Block A,


No.181,
South Tai Bai Road, Xi’an City, China 】


Legal
Representative: 【610000100003655 】


 


Party
B: [Shareholder]


 


Party
C: [VIE Entity]. 


 


Registered
Address: 【Address 】


Legal
Representative: 【Name】


 


In
this Agreement, Party A, Party B, Party C, called collectively as the “Parties” and each of them is called
as the “Party”.


 


WHEREAS,


 


1.             
Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”);


 


2.             
Party A is a sole proprietorship incorporated in [City] and with business license issued by the [City] Administration for
Industry and Commerce;


 


3.             
As of the date of this Agreement, Party B is shareholder of [VIE Entity]. , (hereinafter referred to as “[VIE
Entity]”) and legally hold all of the equity interest of [VIE Entity], of which Party B holds 100%.


 


NOW,
THEREFORE, the Parties through mutual negotiations hereby enter into this Agreement according to the following terms and conditions:


 


Article
1                   The Grant and Exercise
of Purchase Option


 


1.1         
Grant: Party B hereby grant Party A an irrevocable exclusive purchase option to purchase all or part of the shares of [VIE Entity]
(the “Option”). The aforesaid purchase options are irrevocable and shall be exercised only by Party A (or the
qualified persons appointed by Party A). The term “person” used herein shall include any entity, corporation, partnership,
joint venture and non-corporate organizations.


 



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1.2         
Exercise Procedures


 


1.2.1 
Party A shall notify Party B in writing prior to exercising its option (the “Option Notice” hereinafter).


 


1.2.2 
The next day upon receipt of the Option Notice, Party B and [VIE Entity], together with Party A (or the qualified person appointed
by Party A), shall promptly compile a whole set of documents (the “Transfer Documents”) to be submitted to
the government bodies for approving the shares or assets and business transfer in connection with the Option exercise so that
the shares or assets and business transfer can be transferred, in whole or in part.


 


1.2.3 
Upon the completion of the compilation of all the Transfer Documents and the Transfer Documents being confirmed by Party A, Party
B and [VIE Entity] shall promptly and unconditionally obtain, together with Party A (or the qualified person appointed by Party
A), all approvals, permissions, registrations, documents and other necessary approvals to effectuate the transfer of the shares
and remaining assets and business of [VIE Entity] in connection with the Option exercise.


 


1.3         
Exercise Condition: Party A may immediately exercise the option of acquiring the equity interests in or remaining assets and business
of [VIE Entity] whenever Party A considers it necessary to acquire [VIE Entity] and it is doable in accordance with PRC laws and
regulations.


 


Article
2                   Price of Acquisition



 


2.1         
Party A and Party B shall enter into relevant agreements regarding the price of acquisition based on the circumstances of the
exercise of option, and the consideration shall be refunded to Party A or [VIE Entity] at no consideration in an appropriate manner
decided by Party A.


 


2.2         
Party A has the discretion to decide the time and arrangement of the acquisition, provided that the acquisition will not violate
any PRC laws or regulations then in effect.


 


Article
3                   Representations
and Warranties


 


3.1         
Each party hereto represents to the other Parties that: (i) it has all the necessary rights, powers and authorizations to enter
into this Agreement and perform its duties and obligations hereunder; (ii) Party B, represent and guarantee that this Agreement,
the Restructuring Exercise or the Listing shall be in compliance with any and all applicable PRC laws and shall indemnify, defend
and hold harmless Party A, Party B and [VIE Entity] for all fines, penalties, damages or claims sustained by Party A or Party
B, or [VIE Entity]’s violation of this section; and (iii) the execution or performance of this Agreement shall not violate
any contract or agreement to which it is a party or by which it or its assets are bounded.


 



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3.2         
Party B and [VIE Entity] hereto represent to Party A that: With respect to the equity interest held by Party B in [VIE Entity]
are legally registered shareholders of [VIE Entity] and have paid [VIE Entity] the full amount of their respective portions of
[VIE Entity]'s registered capital required under the PRC laws; (ii) except Pledge of Equity Agreement, signed by and between Party
B and Party A on 【 June 16th,2013】 in 【Xi’an 】, none of Party B, has mortgaged or
pledged his/her shares of [VIE Entity], and none of them has granted any security interest or borrow against his/her shares of
[VIE Entity] in any form; and (iii) none of Party B, has sold or will sell to any third party its equity interests in [VIE Entity].


 


[VIE
Entity] encumber such assets; and (ii) [VIE Entity] has not sold or will sell to any third party such assets.


 


3.3         
[VIE Entity] hereto represents to Party A that: (i) it is a sole proprietorship duly registered and validly existing under the
PRC law; and (ii) its business operations are in compliance with applicable laws of the PRC in all material aspects.


 


Article
4                   Covenants


 


The
Parties further agree as follows:


 


4.1         
 
Before Party A has acquired all the equity/assets and business of [VIE Entity] by exercising the purchase option provided hereunder,
[VIE Entity] shall not:


 


4.1.1 
sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its assets, operations or any legal or beneficiary
interests with respect to its revenues (unless such sale, assignment, mortgage, disposal or encumbrance is relating to its daily
operation or has been disclosed to and agreed upon by Party A in writing);


 


4.1.2 
enter into any transaction which may materially affect its assets, liability, operation, shareholders’ equity or other legal
rights (unless such transaction is relating to its daily operation or has been disclosed to and agreed upon by Party A in writing);
and


 


4.1.3 
distribute any dividend to its shareholders in any manner.


 


4.2         
Before Party A has acquired all the equity/assets/business of [VIE Entity] by exercising the purchase option provided hereunder,
Party B shall not:


 


4.2.1 
sell, assign, mortgage or otherwise dispose of, or create any encumbrance


on,
any of the equity held by them in [VIE Entity] except for the pledge of such shares made according to the Pledge of Equity Agreement,
signed by and between Party B and Party A on【June 16th,2013 】in 【 Xi’an】.


 


4.3         
Before Party A has acquired all the equity/assets/business of [VIE Entity] by exercising the purchase option provided hereunder,
Party B and/or [VIE Entity] shall not individually or collectively:


 


4.3.1 
supplement, alter or amend the articles of association of [VIE Entity] in any


manner
to the extent that such supplement, alteration or amendment may have a material effect on [VIE Entity]'s assets, liability, operation,
shareholders’ equity or other legal rights;


 


4.3.2 
cause [VIE Entity] to enter into any transaction to the extent such transaction


may
have a material effect on [VIE Entity]'s assets, liability, operation, shareholders’ equity or other legal rights (unless
such transaction is relating to [VIE Entity]'s daily operation or has been disclosed to and agreed upon by Party A in writing);
and


 


4.4         
Non Competition:


 


When
Party A exercises the Option, Party B irrevocably and unconditionally agree and undertake to Party A that it will not without
the prior written consent of Party A:


 


(a)         
be directly or indirectly engaged or concerned (whether as an employee,


agent,
independent contractor, consultant, advisor or otherwise) in the conduct of any business competing with Party A’s Business
(the “Business”);


(b)        
carry on for his, her or its own account either alone or in partnership or be concerned as a director or shareholder in any company
engaged in any business competing with the Business;


(c)         
assist any person, firm or company with technical advice or assistance in


relation
to any business competing with the Business


(d)        
solicit or entice away or attempt to solicit or entice away the custom of any person, firm, company or organization who shall
at any time have been a customer, client, distributor or agent of Party A or in the habit of dealing with Party A;


(e)         
solicit or entice away or attempt to solicit or entice away from Party A any person who is an officer, manager or employee of
Party A whether or not such person would commit a breach of his contract of employment by reason of leaving Party A;


(f)         
in relation to any trade, business or company, use any name in such a way as to be capable of or likely to be confused with the
name of Party A and shall use all reasonable endeavors to procure that no such name shall be used by any other person, firm or
company;


(g)         
otherwise be interested, directly or indirectly, in any business competing with the Business.


 


Article
5                   Assignment of Agreement


 


5.1         
Party B and [VIE Entity] shall not transfer their rights and obligations under this Agreement to any third party without the prior
written consent of Party A.


 



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5.2         
Party B and [VIE Entity] hereby agrees that Party A shall have the right to transfer all of its rights and obligation under this
Agreement to any third party whenever it desires. Any such transfer shall only be subject to a written notice sent to Party B
and [VIE Entity] by Party A, and no any further consent from Party B, and [VIE Entity] will be required.


  


Article
6                   Confidentiality


 


The
Parties acknowledge and confirm that any oral or written materials exchanged by the Parties in connection with this Agreement
are confidential. The Parties shall maintain the secrecy and confidentiality of all such materials. Without the written approval
by the other Parties, any Party shall not disclose to any third party any relevant materials, but the following circumstances
shall be excluded:


 


6.1         
The materials is known or will be known by the public (except for any materials disclosed to the public by the Party who receives
such materials);


 


6.2         
The materials are required to be disclosed under the applicable laws or the rules or provisions of stock exchange; or


 


6.3         
The materials disclosed by each Party to its legal or financial consultant relate to the transaction contemplated under this Agreement,
and such legal or financial consultant shall comply with the confidentiality set forth in this Section. The disclosure of the
confidential materials by an employee of any Party shall be deemed disclosure of such materials by such Party, and such Party
shall be liable for breaching the contract. This Article 6 shall survive this Agreement even if this Agreement is invalid, amended,
revoked, terminated or unenforceable by any reason.


 


Article
7                   Breach of Contract


 


Any
violation of any provision hereof, any incomplete or mistaken performance of any obligation provided hereunder, any misrepresentation
made hereunder, any material nondisclosure or omission of any material fact, or any failure to perform any covenants provided
hereunder by any Party shall constitute a breach of this Agreement. The breaching Party shall be liable for any such breach pursuant
to the applicable laws.


 


Article
8                   Applicable Law and
Dispute Resolution


 


8.1         
Applicable 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.


 



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8.2          
Dispute Resolution


 


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. The arbitration
award shall be final, conclusive and binding upon both Parties.


  


Article
9                   Effectiveness and
Termination


 


9.1         
This Agreement shall be effective upon the execution hereof by all Parties hereto and shall remain effective thereafter.


 


9.2         
This Agreement may not be terminated without the unanimous consent of all the Parties except that Party A may, by giving thirty
days prior notice to the other Parties hereto, terminate this Agreement.


 


Article
10               Miscellaneous


 


10.1          
Amendment, Modification and Supplement


 


Any
amendment and supplement to this Agreement shall be made by the Parties in writing. The amendment and supplement duly executed
by each Party shall be deemed an integral part of this Agreement and shall have the same legal effect as this Agreement.


 


10.2          
Entire Agreement


 


The
Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein
and supersedes and replaces all prior or contemporaneous agreements and understandings in oral or written form.


 


10.3           
Severability


 


If
any provision of this Agreement is adjudicated to be invalid or non-enforceable according to relevant PRC laws of the PRC, such
a provision shall be deemed invalid only to the extent the PRC laws are applicable in China, and the validity, legality and enforceability
of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through consultation based on
the principal of fairness, replace such invalid, illegal or non-enforceable provision with valid provision so that any substituted
provision may bring the similar economic effects as those intended by the invalid, illegal or non-enforceable provision.


 


10.4          
Headings


 


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


 



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10.5          
Language and Copies


 


This
Agreement is written in Chinese and English and both the English version and Chinese version shall have the same effect. This
Agreement is executed in three copies for each version; each Party holds one and each original copy has the same legal effect.


 


10.6          
Successor


 


This
Agreement shall bind and benefit the successor or the transferee of each Party.


 


(This
space intentionally left blank)


 





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: 【Shaanxi Techteam Jinong Humic Acid Products Co. Ltd.】


 


(Seal)


 





Legal
Representative/Authorized Representative


 


	(Signature):		


 





PARTY
B: 


[SHAREHOLDER]


	(Signature) :	 	 


 


PARTY
C: [VIE Entity].  


(Seal)


 





Legal
Representative/Authorized Representative


 


	(Signature) :	 	 


 


 


 


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