Exhibit
10.1


 


SPLIT-OFF
AGREEMENT


 


This
SPLIT-OFF AGREEMENT, dated as of March 31, 2015 (this “Agreement”), is entered into by and among to China Energy
Technology Corp, Ltd. (formerly known as Redfield Ventures Inc.), a Nevada corporation (the “Seller”), Redfield Operating
Corp., a Nevada corporation (“Split-Off Subsidiary”), and Innovestica LP (the “Buyer”).


 


RECITALS:


 


WHEREAS,
Seller is the owner of all of the issued and outstanding capital stock of Split-Off Subsidiary; Split-Off Subsidiary is a
wholly owned subsidiary of Seller which will acquire the business assets and liabilities previously held by Seller; and Seller
has no other businesses or operations prior to the Share Exchange (as defined herein);


 


WHEREAS,
contemporaneously with the execution of this Agreement, Seller, Fine Progress Group Limited., Ltd., a corporation formed under
the laws of the British Virgin Islands (“PrivateCo”), and the equity holders of PrivateCo will enter into the Share
Exchange Agreement by and between the Seller and the PrivateCo (the “Share Exchange Agreement”) pursuant to which
the equity holders of PrivateCo will receive securities of Seller in exchange for their equity interests in PrivateCo (the “Share
Exchange”); and


 


WHEREAS,
the execution and delivery of this Agreement is required by PrivateCo as a condition to its execution of the Share Exchange
Agreement, and the consummation of the assignment, assumption, purchase and sale transactions contemplated by this Agreement is
also a condition to the completion of the Share Exchange pursuant to the Share Exchange Agreement, and Seller has represented
to PrivateCo in the Share Exchange Agreement that the transactions contemplated by this Agreement will be consummated contemporaneously
with the closing of the Share Exchange, and PrivateCo relied on such representation in entering into the Share Exchange Agreement;


 


WHEREAS,
the Buyer desires to purchase the Shares (as defined in Section 2.1) from Seller, and to assume, as between Seller and Buyer,
all responsibility for any pre-Share Exchange debts, obligations and liabilities of Seller and Split-Off Subsidiary, on the terms
and subject to the conditions specified in this Agreement; and


 


WHEREAS,
Seller desires to sell and transfer the Shares to the Buyer, on the terms and subject to the conditions specified in this
Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the covenants, promises and agreements herein set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally
to be bound, agree as follows:


 


	I.	ASSIGNMENT
    AND ASSUMPTION OF SELLER’S ASSETS AND LIABILITIES. 


 


Subject
to the terms and conditions provided below:


 


1.1             
Assignment of Assets.  Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and
Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined
below) immediately prior to giving effect to the Share Exchange, including but not limited to the following, but excluding in
all cases (i) the right, title and assets of Seller in, to and under the Transaction Documents (as defined in the Share Exchange
Agreement), and (ii) the capital stock of PrivateCo:


 


(a)all
pre-Share Exchange cash and cash equivalents;


 


(b)all
pre-Share Exchange accounts receivable;


 



    	 



    	 



    

 


(c)all
of Seller’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses
(including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work
orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all
representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing
or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof
shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an
attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Closing, and in
lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off
Subsidiary the benefits thereunder or any claim or right arising thereunder);


 


(d)all
pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents
are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether
registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer
coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications
therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sue or recover for the infringement
or misappropriation thereof;


 


(e)all
pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment
and other tangible personal property owned or leased by Seller;


 


(g)all
pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files
and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer
contracts and agreements;


 


(h)
to the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued
by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s
business as it is presently conducted; and


 


(i)all
pre-Share Exchange real property or interests therein.


 


all
of the foregoing being referred to herein as the “Assigned Assets.”


 






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1.2             
Assignment and Assumption of Liabilities.  Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary
hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations, including
tax obligations, of Seller as of the Closing Date (as defined in Section 3.1) immediately prior to the effective time of the Share
Exchange, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including
the common law) or any rule or regulation of any governmental entity or imposed by any court or any arbitrator in a binding arbitration
resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products
manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments
or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documents (all of the foregoing
being referred to herein as the “Assigned Liabilities”).


 


The
assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”


 





	II.	PURCHASE AND SALE OF STOCK.






 


2.1             
Purchased Shares.  Subject to the terms and conditions provided below, Seller shall sell and transfer to the
Buyer and the Buyer shall purchase from Seller, on the Closing Date (as defined in Section 3.1), all of the issued and outstanding
shares of capital stock of Split-Off Subsidiary (the “Shares”), as set forth in Exhibit A attached hereto.


 


2.2             
Purchase Price.  The purchase price (the “Purchase Price”) for the Shares shall consist of the transfer
and delivery by the Buyer to Seller the 20,000,000 shares of common stock of Seller that Buyer owns (the “Purchase Price
Securities”), deliverable as provided in Section 3.3.


 





	III.	CLOSING.




  


3.1             
Closing.  The closing of the transactions contemplated in this Agreement (the “Closing”) shall take
place immediately prior or simultaneously with the closing of the Share Exchange. The date on which the Closing occurs shall be
referred to herein as the “Closing Date.”


 


3.2             
Transfer of Shares.  At the Closing, Seller shall deliver to Buyer a certificate representing the Shares purchased
by Buyer, duly endorsed to the Buyer or as directed by the Buyer, which delivery shall vest Buyer with good and marketable title
to such Shares, free and clear of all liens and encumbrances.


 


3.3             
Payment of Purchase Price.  At the Closing, Buyer shall deliver to Seller a certificate or certificates representing
the Buyer’s Purchase Price Securities duly endorsed to Seller, which delivery shall vest Seller with good and marketable
title to the Purchase Price Securities, free and clear of all liens and encumbrances.


 


3.4             
Transfer of Records.  On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate
books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to
all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however,
when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or
before the Closing, the Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the
possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock
ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files
and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary
or its business, only copies of such documents need be furnished.


 






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3.5             
Instruments of Assignment.  At the Closing, Seller and Split-Off Subsidiary shall deliver to each other such
instruments providing for the Assignment as the other may reasonably request (the “Instruments of Assignment”).


 


	IV.	BUYER’S
    REPRESENTATIONS AND WARRANTIES.


 


The
Buyer represents and warrants to Seller and Split-Off Subsidiary that:


 


4.1             
Capacity and Enforceability.  Buyer has the legal capacity to execute and deliver this Agreement and the documents
to be executed and delivered by the Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and
all such documents constitute the valid and binding agreement of the Buyer, enforceable in accordance with their terms.


 


4.2             
Compliance.  Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby by the Buyer will result in the breach of any term or provision of, or constitute a default under, or violate any agreement,
indenture, instrument, order, law or regulation to which Buyer is a party or by which Buyer is bound.


 


4.3             
Purchase for Investment.  Buyer is financially able to bear the economic risks of acquiring the Shares and the
other transactions contemplated hereby and has no need for liquidity in his investment in the Shares. Buyer has such knowledge
and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business
of Split-Off Subsidiary (after giving effect to the Assignment), so as to be capable of evaluating the merits and risks of, and
making an informed business decision with regard to, the acquisition of the Shares and the other transactions contemplated hereby.
Buyer is acquiring the Shares solely for its own account and not with a view to or for resale in connection with any distribution
or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or
offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such
registration is available. Buyer has (i) received all the information he has deemed necessary to make an informed decision with
respect to the acquisition of the Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such
investigation as he has desired pertaining to Split-Off Subsidiary (after giving effect to the Assignment) and the acquisition
of an interest therein and the other transactions contemplated hereby, and to verify the information which is, and has been, made
available to him; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect
to the Assignment). Buyer acknowledges that it is a current director and officer of Split-Off Subsidiary and, as such, has actual
knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyer
has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyer realizes that the
Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly,
the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from
such registration is available for their resale. Buyer understands that any resale of the Shares by him must be registered under
the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for
Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable
state securities laws). Buyer acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend
substantially as follows:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING,
IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS
A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO
THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO
THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS.






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Buyer
understands that the Shares are being sold to it pursuant to the exemption from registration contained in Section 4(1) of the
Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1)
exemption.


 


4.4             
Liabilities.  Following the Closing, Seller will have no liability for any debts, liabilities or obligations
of Split-Off Subsidiary or its business or activities, or the business or activities of Seller prior to the Closing that are unrelated
to the business of PrivateCo, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other
contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to Split-Off Subsidiary
or its business, or the business of Seller prior to the Closing that are unrelated to the business of PrivateCo, and that may
survive the Closing.


 


4.5             
Title to Purchase Price Securities.  The Buyer is the record and beneficial owner of the Purchase Price Securities.
At Closing, the Buyer will have good and marketable title to the Purchase Price Securities, which Purchase Price Securities are,
and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions
or limitations prohibiting or restricting transfer to Seller, except for restrictions on transfer as contemplated by applicable
securities laws.






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	V.	SELLER’S
    AND SPLIT-OFF SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES.


 


Seller
and Split-Off Subsidiary, as applicable, represent and warrant to Buyer that:


 


5.1             
Organization and Good Standing. Each of Seller and Split-Off Subsidiary is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Nevada.


 


5.2             
Authority and Enforceability. The execution and delivery of this Agreement and the documents to be executed and delivered
at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof,
have been duly authorized by Seller and Split-Off Subsidiary and all such documents constitute valid and binding agreements of
Seller and Split-Off Subsidiary enforceable in accordance with their terms.


 


5.3             
Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable
title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens
and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to the Buyer, except for restrictions
on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock
of Split-Off Subsidiary.


 


5.4             
Representations in the Share Exchange Agreement. Split-Off Subsidiary represents and warrants that all of the representations
and warranties by Seller, insofar as they relate to Split-Off Subsidiary, contained in the Share Exchange Agreement are true and
correct.


 


	VI.	OBLIGATIONS
    OF BUYER PENDING CLOSING.


 


Buyer
covenants and agrees that between the date hereof and the Closing:


 


6.1             
Not Impair Performance. Buyer shall not take any intentional action that would cause the conditions upon the obligations
of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking
or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true,
correct and accurate as of the Closing, or in any way impairing the ability of Seller to satisfy its obligations as provided in
Article VII.


 


6.2             
Assist Performance. Buyer shall exercise reasonable best efforts to cause to be fulfilled those conditions precedent to
Seller’s obligations to consummate the transactions contemplated hereby which are dependent upon actions of the Buyer and
to make and/or obtain any necessary filings and consents in order to consummate the transactions contemplated by this Agreement.


 


	VII.	OBLIGATIONS
    OF SELLER AND SPLIT-OFF SUBSIDIARY PENDING CLOSING.


 


Seller
and Split-Off Subsidiary covenant and agree that between the date hereof and the Closing:


 


7.1             
Business as Usual. Split-Off Subsidiary shall operate and Seller shall cause Split-Off Subsidiary to operate in accordance
with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others
having business dealings with Split-Off Subsidiary. Without limiting the generality of the foregoing, from the date of this Agreement
until the Closing Date, Split-Off Subsidiary shall (a) make all normal and customary repairs to its equipment, assets and facilities,
(b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property
interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade
creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Split-Off Subsidiary’s
assets in their current operating condition and repair, ordinary wear and tear excepted. From the date of this Agreement until
the Closing Date, Split-Off Subsidiary shall not (i) amend, terminate or surrender any material franchise, license, contract or
real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Split-Off
Subsidiary nor Seller shall take or omit to take any action that results in Buyer incurring any liability or obligation prior
to or in connection with the Closing.


 






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7.2             
Not Impair Performance. Seller shall not take any intentional action that would cause the conditions upon the obligations
of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking
or causing to be taken any action which would cause the representations and warranties made by any party herein not to be materially
true, correct and accurate as of the Closing, or in any way impairing the ability of the Buyer to satisfy its obligations as provided
in Article VI.


 


7.3             
Assist Performance. Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent
to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller
and to work with the Buyer to make and/or obtain any necessary filings and consents. Seller shall cause Split-Off Subsidiary to
comply with its obligations under this Agreement.


 


	VIII.	SELLER’S
    AND SPLIT-OFF SUBSIDIARY’S CONDITIONS PRECEDENT TO CLOSING.


 


The
obligations of Seller and Split-Off Subsidiary to close the transactions contemplated by this Agreement are subject to the satisfaction
at or prior to the Closing of each of the following conditions precedent (any or all of which may be waived by Seller and PrivateCo
in writing):


 


8.1             
Representations and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall
have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and
as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer
shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required
by this Agreement to be performed or complied with or satisfied by the Buyer at or prior to the Closing.


 


8.2             
Additional Documents. Buyer shall deliver or cause to be delivered such additional documents as may be necessary in connection
with the consummation of the transactions contemplated by this Agreement and the performance of their obligations hereunder.


 






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8.3             
Release by Split-Off Subsidiary. At the Closing, Split-Off Subsidiary shall execute and deliver to Seller a general release
which in substance and effect releases Seller and PrivateCo from any and all liabilities and obligations that Seller and PrivateCo
may owe to Split-Off Subsidiary in any capacity, and from any and all claims that Split-Off Subsidiary may have against Seller,
PrivateCo or their respective managers, members, officers, directors, stockholders, employees and agents (other than those arising
pursuant to this Agreement or any document delivered in connection with this Agreement).


 


8.4             
Completion of the Share Exchange. The closing of the Share Exchange pursuant to the Share Exchange Agreement, and all of
the transactions contemplated thereby, shall occur simultaneously.


 


	IX.	BUYER’S
    CONDITIONS PRECEDENT TO CLOSING.


 


The
obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the
Closing of each of the following conditions precedent (any and all of which may be waived by the Buyer in writing):


 


9.1             
Representations and Warranties; Performance. All representations and warranties of Seller and Split-Off Subsidiary contained
in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all
material respects, at and as of the Closing with the same effect as though such representations and warranties were made at and
as of the Closing. Seller and Split-Off Subsidiary shall have performed and complied with all covenants and agreements and satisfied
all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by them at
or prior to the Closing.


 


	X.	OTHER
    AGREEMENTS.


 


10.1           
Expenses. Each party hereto shall bear its expenses separately incurred in connection with this Agreement and with the
performance of its obligations hereunder.


 


10.2           
Confidentiality. Buyer shall not make any public announcements concerning this transaction without the prior written agreement
of PrivateCo, other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated
hereby are not consummated, then the Buyer shall return any information received by the Buyer from Seller or Split-Off Subsidiary,
and the Buyer shall cause all confidential information obtained by Buyer concerning Split-Off Subsidiary and its business to be
treated as such.


 


10.3           
Brokers’ Fees. In connection with the transaction specifically contemplated by this Agreement, no party to this Agreement
has employed the services of a broker and each agrees to indemnify the other against all claims of any third parties for fees
and commissions of any brokers claiming a fee or commission related to the transactions contemplated hereby.


 


10.4           
Access to Information Post-Closing; Cooperation.


 


(a)               
Following the Closing, Buyer and Split-Off Subsidiary shall afford to Seller and its authorized accountants, counsel and other
designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing
information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data
and other data and information (collectively, “Information”) within the possession or control of Buyer or Split-Off
Subsidiary insofar as such access is reasonably required by Seller. Information may be requested under this Section 10.4(a) for,
without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and
reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records of Split-Off
Subsidiary existing at the Closing Date shall be destroyed by Buyer or Split-Off Subsidiary after Closing but prior to the expiration
of any period during which such files, books or records are required to be maintained and preserved by applicable law without
giving Seller at least 30 days’ prior written notice, during which time Seller shall have the right to examine and to remove
any such files, books and records prior to their destruction.


 






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(b)              
Following the Closing, Seller shall afford to Split-Off Subsidiary and its authorized accountants, counsel and other designated
representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information)
and duplicating rights during normal business hours to Information within Seller’s possession or control relating to the
business of Split-Off Subsidiary insofar as such access is reasonably required by the Buyer. Information may be requested under
this Section 10.4(b) for, without limitation, audit, accounting, claims, litigation and tax purposes as well as for purposes of
fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby. No
files, books or records of Split-Off Subsidiary existing at the Closing Date shall be destroyed by Seller after Closing but prior
to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable
law without giving the Buyer at least 30 days’ prior written notice, during which time the Buyer shall have the right to
examine and to remove any such files, books and records prior to their destruction.


 


(c)               
At all times following the Closing, Seller, Buyer and Split-Off Subsidiary shall use their reasonable efforts to make available
to the other on written request, the current and former officers, directors, employees and agents of Seller or Split-Off Subsidiary
for any of the purposes set forth in Section 10.4(a) or (b) above or as witnesses to the extent that such persons may reasonably
be required in connection with any legal, administrative or other proceedings in which Seller or Split-Off Subsidiary may from
time to be involved.


 


(d)              
The party to whom any Information or witnesses are provided under this Section 10.4 shall reimburse the provider thereof for all
out-of-pocket expenses actually and reasonably incurred in providing such Information or witnesses.


 


(e)               
Seller, Buyer, Split-Off Subsidiary and their respective employees and agents shall each hold in strict confidence all Information
concerning the other party in their possession or furnished by the other or the other’s representative pursuant to this
Agreement with the same degree of care as such party utilizes as to such party’s own confidential information (except to
the extent that such Information is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from
any other source by such party), and each party shall not release or disclose such Information to any other person, except such
party’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons to whom such party has
a valid obligation to disclose such Information, unless compelled to disclose such Information by judicial or administrative process
or, as advised by its counsel, by other requirements of law.


 






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(f)               
Seller, Buyer and Split-Off Subsidiary shall each use their best efforts to forward promptly to the other party all notices, claims,
correspondence and other materials which are received and determined to pertain to the other party.


 


10.5           
Guarantees, Surety Bonds and Letter of Credit Obligations. In the event that Seller is obligated for any debts, obligations
or liabilities of Split-Off Subsidiary by virtue of any outstanding guarantee, performance or surety bond or letter of credit
provided or arranged by Seller on or prior to the Closing Date, Buyer and Split-Off Subsidiary shall use their best efforts to
cause to be issued replacements of such bonds, letters of credit and guarantees and to obtain any amendments, novations, releases
and approvals necessary to release and discharge fully Seller from any liability thereunder following the Closing. Buyer and Split-Off
Subsidiary, jointly and severally, shall be responsible for, and shall indemnify, hold harmless and defend Seller from and against,
any costs or losses incurred by Seller arising from such bonds, letters of credit and guarantees and any liabilities arising therefrom
and shall reimburse Seller for any payments that Seller may be required to pay pursuant to enforcement of its obligations relating
to such bonds, letters of credit and guarantees.


 


10.6           
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained
prior to Closing to consummate the purchase and sale of the Shares. The Buyer shall indemnify the Seller Indemnified Parties (as
defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties
by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain
any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary
confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a
condition precedent to Seller’s obligation to close pursuant to Article VIII above.


 


10.7           
Insurance. The Buyer acknowledges that on the Closing Date, effective as of the Closing, any insurance coverage and bonds
provided by Seller for the Buyer or for Split-Off Subsidiary, and all certificates of insurance evidencing that Buyer or Split-Off
Subsidiary maintain any required insurance by virtue of insurance provided by Seller, will terminate with respect to any insured
damages resulting from matters occurring subsequent to Closing.


 


10.8           
Agreements Regarding Taxes.


 


(a)               
Tax Sharing Agreements. Any tax sharing agreement between Seller and Split-Off Subsidiary is terminated as of the Closing Date
and will have no further effect for any taxable year (whether the current year, a future year or a past year).


 


(b)              
Returns for Periods Through the Closing Date. Seller will include the income and loss of Split-Off Subsidiary (including any deferred
income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19)
on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income
taxes attributable to such income. Seller and Split-Off Subsidiary agree to allocate income, gain, loss, deductions and credits
between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing
Period”) based on a closing of the books of Split-Off Subsidiary, and both Seller and Split-Off Subsidiary agree not to
make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction
and credit. Seller, Split-Off Subsidiary and Buyer agree to report all transactions not in the ordinary course of business occurring
on the Closing Date after Buyer’s purchase of the Shares on Split-Off Subsidiary’s tax returns to the extent permitted
by Reg. §1.1502-76(b)(1)(ii)(B). The Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax
owed by Seller due to this indemnification payment) resulting from any transaction engaged in by Split-Off Subsidiary or Seller
(not related to the Share Exchange) during the Pre-Closing Period or on the Closing Date before Buyer’s purchase of the
Shares. Split-Off Subsidiary will furnish tax information to Seller for inclusion in Seller’s consolidated federal income
tax return for the period which includes the Closing Date in accordance with Split-Off Subsidiary’s past custom and practice.


 






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(c)               
Audits. Seller will allow Split-Off Subsidiary and its counsel to participate at Split-Off Subsidiary’s expense in
any audit of Seller’s consolidated federal income tax returns to the extent that such audit raises issues that relate to
and increase the tax liability of Split-Off Subsidiary. Seller shall have the absolute right, in its sole discretion, to engage
professionals and direct the representation of Seller in connection with any such audit and the resolution thereof, without receiving
the consent of Buyer or Split-Off Subsidiary or any other party acting on behalf of Buyer or Split-Off Subsidiary, provided that
Seller will not settle any such audit in a manner which would materially adversely affect Split-Off Subsidiary after the Closing
Date unless such settlement would be reasonable in the case of a person that owned Split-Off Subsidiary both before and after
the Closing Date. In the event that after Closing any tax authority informs Buyer or Split-Off Subsidiary of any notice of proposed
audit, claim, assessment or other dispute concerning an amount of taxes which pertain to Seller, or to Split-Off Subsidiary during
the period prior to Closing, Buyer or Split-Off Subsidiary must promptly notify Seller of the same within 15 calendar days of
the date of the notice from the tax authority. In the event Buyer or Split-Off Subsidiary do not notify Seller within such 15
day period, Buyer and Split-Off Subsidiary, jointly and severally, will indemnify Seller for any incremental interest, penalty
or other assessments resulting from the delay in giving notice. To the extent of any conflict or inconsistency, the provisions
of this Section 10.8 shall control over the provisions of Section 12.2 below.


 


(d)              
Cooperation on Tax Matters. Buyer, Seller and Split-Off Subsidiary shall cooperate fully, as and to the extent reasonably
requested by any party, in connection with the filing of tax returns pursuant to this Section and any audit, litigation or other
proceeding with respect to taxes. Such cooperation shall include the retention and (upon the other party’s request) the
provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making
employees available on a mutually convenient basis to provide additional information and explanation of any material provided
hereunder. Split-Off Subsidiary shall (i) retain all books and records with respect to tax matters pertinent to Split-Off Subsidiary
and Seller relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations
(and, to the extent notified by Seller, any extensions thereof) of the respective taxable periods, and abide by all record retention
agreements entered into with any taxing authority, and (ii) give Seller reasonable written notice prior to transferring, destroying
or discarding any such books and records and, if Seller so requests, Buyer agrees to cause Split-Off Subsidiary to allow Seller
to take possession of such books and records.


 






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10.9           
ERISA. Effective as of the Closing Date, Split-Off Subsidiary shall terminate its participation in, and withdraw from,
any employee benefit plans sponsored by Seller, and Seller and Buyer shall cooperate fully in such termination and withdrawal.
Without limitation, Split-Off Subsidiary shall be solely responsible for (i) all liabilities under those employee benefit plans
notwithstanding any status as an employee benefit plan sponsored by Seller, and (ii) all liabilities for the payment of vacation
pay, severance benefits, and similar obligations, including, without limitation, amounts which are accrued but unpaid as of the
Closing Date with respect thereto. Buyer and Split-Off Subsidiary acknowledge and agree that Split-Off Subsidiary is solely responsible
for providing continuation health coverage, as required under the Consolidated Omnibus Reconciliation Act of 1985, as amended
(“COBRA”), to each person, if any, participating in an employee benefit plan subject to COBRA with respect to such
employee benefit plan as of the Closing Date, including, without limitation, any person whose employment with Split-Off Subsidiary
is terminated after the Closing Date.


 


	XI.	TERMINATION.


 


This
Agreement may be terminated at, or at any time prior to, the Closing by mutual written consent of Seller, Buyer and PrivateCo.


 


If
this Agreement is terminated as provided herein, it shall become wholly void and of no further force and effect and there shall
be no further liability or obligation on the part of any party except to pay such expenses as are required of such party.


 


	XII.	INDEMNIFICATION.


 


12.1           
Indemnification by Buyer and Split-Off Subsidiary. Buyer and Split-Off Subsidiary, jointly and severally, covenant and
agree to indemnify, defend, protect and hold harmless Seller and PrivateCo, and their respective officers, directors, employees,
stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times
from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’
fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller
Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from
(i) any breach of the representations and warranties of Buyer set forth herein or in certificates delivered in connection herewith,
(ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth
in this Agreement) on the part of Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt,
liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, (A) prior to Closing, of the business of Seller
unrelated to the assets that are the subject of the Share Exchange (B) whether before or after Closing, of (X) the business of
Seller pertaining to the Assigned Assets and Assigned Liabilities or (Y) the business of Split-Off Subsidiary, (v) claims asserted
(including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to
the Assigned Assets and Assigned Liabilities or to the business of Seller prior to the Closing, or (vi) any federal or state income
tax payable by Seller or PrivateCo and attributable to the transactions contemplated by this Agreement or to the business of Seller
prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or
entity.


 






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12.2           
Third Party Claims.


 


(a)               
Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified
Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under
the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party
Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor
a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party
Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations
relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including
reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party
Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within
20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee,
then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim,
and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as
the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible
for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed
by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement
of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification
liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.


 


(b)              
Failure to Defend. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20
days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final
resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem
appropriate and the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem appropriate;
provided however, that the Indemnitor shall (i) promptly reimburse the Indemnitee for the amount of all settlement payments and
expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim,
or (ii) shall pay, in advance of any settlement or proceedings and in installments as reasonably agreed to by the parties, such
sums and expenses reasonably expected to be incurred in connection with the defense of the Third-Party Claim and any settlement
thereof. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect
to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the
Indemnitee in the defense against such Third-Party Claim.


 


12.3         
Non-Third-Party Claims. Upon discovery of any claim for which the Buyer has an indemnification obligation under the terms
of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice
to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee
to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that
Buyer is materially and adversely prejudiced by such failure.


 






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12.4           
Survival. Except as otherwise provided in this Section 12.4, all representations and warranties made by Buyer, Split-Off
Subsidiary and Seller in connection with this Agreement shall survive the Closing. Anything in this Agreement to the contrary
notwithstanding, the liability of all Indemnitors under this Article XII shall terminate on the third (3rd) anniversary of the
Closing Date, except with respect to (a) liability for any item as to which, prior to the third (3rd) anniversary of the Closing
Date, any Indemnitee shall have asserted a Claim in writing, which Claim shall identify its basis with reasonable specificity,
in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b)
liability of any party for Losses for which such party has an indemnification obligation, incurred as a result of such party’s
breach of any covenant or agreement to be performed by such party after the Closing, (c) liability of Buyer for Losses incurred
by a Seller Indemnified Party due to breaches of its representations and warranties in Article IV of this Agreement, and (d) liability
of Buyer for Losses arising out of Third-Party Claims for which Buyer has an indemnification obligation, which liability shall
survive until the statute of limitation applicable to any third party’s right to assert a Third-Party Claim bars assertion
of such claim.


 


	XIII.	MISCELLANEOUS.


 


13.1         
  Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Share Exchange
Agreement.


 


13.2           
Notices. All notices and communications required or permitted hereunder shall be in writing and deemed given when received
by means of the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return
receipt requested, or personal delivery, or overnight courier, as follows:


 





	 	(a)	If to Seller, addressed to:
	 	 	 
	 	 	China Energy Technology Corp, Ltd.
	 	 	244 Fifth Ave, Ste. #1563 
	 	 	New York, NY 10001
	 	 	Attn:  Mauricio Gonzalez
	 	 	Telephone:  (212) 726-2184
	 	 	Facsimile:                                                      
	 	 	 
	 	 	With a copy to (which shall not constitute notice hereunder):
	 	 	CKR Law LLP
	 	 	1330 Avenue of the Americas, 35th Floor
	 	 	New York, NY 10019
	 	 	Attention:  Eric C. Mendelson
	 	 	Telephone:  212.400.6900
	 	 	Facsimile:  212.400.6901
	 	 	 
	 	(b)	If to Split-Off Subsidiary, addressed to:
	 	 	 
	 	 	Mark Reichel
	 	 	3049 NW 72nd Avenue
	 	 	Margate, FL 33063
	 	 	Telephone: 954-278-1155



 






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	 	(c)	If to Buyer, addressed to:
	 	 	 
	 	 	Innovestica LP
	 	 	48 Shortland Street
	 	 	Auckland, New Zealand 1010
	 	 	Attn: Angel Lorenzo




 


or
to such other address as any party hereto shall specify pursuant to this Section 13.2 from time to time.


 


13.3         
Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair
any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default occurring before or after that waiver.


 


13.4         
Time. Time is of the essence with respect to this Agreement.


 


13.5         
Reformation and Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall,
to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent
of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case
the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired
thereby.


 


13.6         
Further Acts and Assurances. From and after the Closing, Seller, Buyer and Split-Off Subsidiary agree that each will act
in a manner supporting compliance, including compliance by its Affiliates, with all of its obligations under this Agreement and,
from time to time, shall, at the request of another party hereto, and without further consideration, cause the execution and delivery
of such other instruments of conveyance, transfer, assignment or assumption and take such other action or execute such other documents
as such party may reasonably request in order more effectively to convey, transfer to and vest in Buyer, and to put Split-Off
Subsidiary in possession of, all Assigned Assets and Assigned Liabilities, and to convey, transfer to and vest in Seller and Buyer,
and to them in possession of, the Purchase Price Securities and the Shares (respectively), and, in the case of any contracts and
rights that cannot be effectively transferred without the consent or approval of another person that is unobtainable, to use its
best reasonable efforts to ensure that Split-Off Subsidiary receives the benefits thereof to the maximum extent permissible in
accordance with applicable law or other applicable restrictions, and shall perform such other acts which may be reasonably necessary
to effectuate the purposes of this Agreement.


 


13.7         
Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties relating to the subject matter
contained herein. This Agreement cannot be amended or changed except through a written instrument signed by all of the parties
hereto and by PrivateCo. No provisions of this Agreement or any rights hereunder may be waived by any party without the prior
written consent of PrivateCo.


 


13.8         
Assignment. No party may assign his, her or its rights or obligations hereunder, in whole or in part, without the prior
written consent of the other parties.


 






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13.9         
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without giving effect to principles of conflicts or choice of laws thereof.


 


13.10     
Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed
the same document. Each such counterpart shall be an original, but all such counterparts taken together shall constitute a single
agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if
such facsimile signature page was an original thereof.


 


13.11     
Section Headings and Gender. The section headings used herein are inserted for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the
other genders, whether used in the masculine, feminine or neuter and the singular shall include the plural, and vice versa, whenever
and as often as may be appropriate.


 


13.12     
Third-Party Beneficiary. Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that this Agreement is
entered into for the express benefit of PrivateCo, and that PrivateCo is relying hereon and on the consummation of the transactions
contemplated by this Agreement in entering into and performing its obligations under the Securities Exchange Agreement, and that
PrivateCo shall be in all respects entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.


 


13.13     
Specific Performance; Remedies. Each of the parties to this Agreement acknowledges and agrees that, if any provision of
this Agreement is not performed in accordance with its specific terms or is otherwise breached, irreparable damages would be incurred
by the other parties to this Agreement and by PrivateCo. Accordingly, the parties to this Agreement agree that any party or PrivateCo
will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter, subject to Section 13.9, in addition to any other remedy to which they may be entitled,
at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative
and are in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will
be considered an election of remedies.


 


13.14     
Submission to Jurisdiction; Process Agent; No Jury Trial.


 


(a)               
Each party to the Agreement hereby submits to the jurisdiction of any state or federal court sitting in the Borough of Manhattan,
City and State of New York, in any action arising out of or relating to this Agreement, and agrees that all claims in respect
of the action may be heard and determined in any such court. Each party to the Agreement also agrees not to bring any action arising
out of or relating to this Agreement in any other court. Each party to the Agreement agrees that a final judgment in any action
so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity.
Each party to the Agreement waives any defense of inconvenient forum to the maintenance of any action so brought and waives any
bond, surety or other security that might be required of any other party with respect thereto.


 






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(b)              
EACH PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver is intended to be all encompassing of any and all actions that may
be filed in any court and that relate to the subject matter of the transactions, including contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. Each party to the Agreement hereby acknowledges that this waiver
is a material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related
future dealings. Each party to the Agreement further represents and warrants that it has reviewed this waiver with its legal counsel,
and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE
WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING HERETO. In the event of commencement of any action, this Agreement may be filed as a written consent to trial by a court.


 


13.15     
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and
no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this
Agreement. Any reference to any federal, state, local or foreign law will be deemed also to refer to law as amended and all rules
and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which that party has not breached
will not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.


 


[Signature
Page Follows This Page]


 






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IN
WITNESS WHEREOF, the parties hereto have duly executed this Split-Off Agreement as of the date and year above written.


 


	 	SELLER:
	 	 
	 	China Energy Technology Corp, Ltd. 
	 	 	 
	 	By:	/s/ Mauricio Gonzalez
	 	Name:	Mauricio Gonzalez
	 	Title:	President and CEO
	 	 	 
	 	REDFIELD OPERATING CORP.
	 	 
	 	By 	/s/ Mark Reichel
	 	Name:  	Mark Reichel
	 	Title:	President
	 	 	 
	 	BUYER:
	 	 
	 	Innovestica LP
	 	 
	 	By 	/s/ Angel Lorenzo
	 	Name:  	Angel Lorenzo
	 	Title:   	







 






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EXHIBIT
A


 


	Buyer	 	Purchase Price Security	 	Certificate No(s).
	Innovestica LP	 	20,000,000 shares of common stock	 	562



 


 


19