Exhibit 10.1


 


 


SHARE EXCHANGE AGREEMENT


 


THIS SHARE EXCHANGE AGREEMENT
(the “Agreement”) dated as of August 31, 2021, is entered into by and among Totally Green, Inc., a Nevada corporation (“Totally
Green”), and Ever Harvest Capital Holding Limited, a British Virgin Island limited company (“Ever Harvest”) and the
shareholders of Ever Harvest listed on Annex A to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).


 


RECITALS


 


A. The Shareholders own the
number of shares of capital stock of Ever Harvest (the “Shares”) set forth opposite each Shareholder’s name on Annex
A, which Shares collectively constitute all of the issued and outstanding shares of capital stock in Ever Harvest.


 


B. Totally Green desires to
purchase from the Shareholders, and the Shareholders desire to sell to Totally Green, the Shares in exchange for shares of Totally Green
Common Stock, all on the terms and subject to the conditions set forth in this Agreement (the “Exchange”).


 


D. As a result of the Exchange,
Totally Green will become the sole shareholder of Ever Harvest.


 


E. Certain capitalized terms
used in this Agreement are defined on Exhibit A hereto.


 


AGREEMENT


 


In consideration of the agreements,
provisions and covenants set forth below, Totally Green, Ever Harvest and the Shareholders, hereby agree as follows:


 


ARTICLE I.


 


EXCHANGE OF SHARES


 


1.1 Agreement to Sell.


 


Upon the terms and subject
to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver to Totally Green,
and Totally Green hereby agrees to purchase and accept from each of the Shareholders, on the Closing Date, the Shares.


 


1.2 Purchase Price.


 


As full consideration for
the sale, assignment, transfer and delivery of the Shares by the Shareholders to Totally Green, and upon the terms and subject to all
of the conditions contained herein, Totally Green shall issue to the Shareholders an aggregate of 50,000,000 shares of Totally Green common
stock (the “Acquisition Shares”) on a pro rata basis based upon their respective beneficial ownership interest in Ever Harvest,
as certified by the President of Ever Harvest, at the Closing.


 


 


 






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1.3 Mechanics of Exchange.


 


(a) At the Closing, each Shareholder
shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the Ever Harvest Shares
of Common Stock (the “Certificates”) to the exchange agent designated by Totally Green in exchange for the Acquisition Shares.


 


(b) Promptly after the Closing,
Totally Green or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use
in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent
together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number
of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions
of this Article I.


 


1.4 No Fractional Shares.


 


No fraction of a share of
Totally Green Common Stock shall be issued in the Exchange. In lieu of fractional shares, the Shareholders upon surrender of their Certificates
as set forth in Section 1.3 shall be issued that number of shares of common stock resulting by rounding up to the nearest whole number
of shares of Acquisition Shares that each such Shareholder shall receive as a result of the Exchange.


 


1.5 Closing.


 


The closing of the transactions contemplated by
this Agreement (the “Closing”) shall take place at 9:00 a.m., Hong Kong Time, at the principal administrative offices of Totally
Green, or at a location mutually agreement upon by Totally Green and Ever Harvest, on or before September 30, 2021 (the “Closing
Date”); provided, however, that if all of the other conditions set forth in articles VI and VII hereof are not satisfied or waived,
unless this agreement has been terminated under Section 9 hereof, or at such date, the Closing Date shall be the business day following
the day on which all such conditions have been satisfied or waived, or at such other date, time and place as Totally Green, Ever Harvest
and the Shareholders shall agree.


 


ARTICLE II.


 


REPRESENTATIONS AND WARRANTIES OF EVER HARVEST


 


Except as set forth in the
Disclosure Schedule, consisting of information about Ever Harvest provided by Ever Harvest to Totally Green in connection with this Agreement
(the “Ever Harvest Schedule”), each of Ever Harvest and the Shareholders represents and warrants jointly and severally to
Totally Green as follows:


 


2.1 Organization and Qualification.


 


Ever Harvest is duly incorporated,
validly and in good standing existing under the laws of British Virgin Islands, has all requisite authority and power (corporate and other),
governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be
conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to
carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations,
consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition
of Ever Harvest, or (ii) impair the ability of Ever Harvest to perform its material obligations under this Agreement. Ever Harvest is
duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities
or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified,
licensed or domesticated will not have a Material Adverse Effect. Set forth as part of the Ever Harvest Disclosure Schedule is a list
of those jurisdictions in which each of Ever Harvest presently conducts its business, owns, holds and operates its properties and assets.


 


 


 






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2.2 Subsidiaries.


 


Except for K I.T. Network
Limited, Ever Harvest does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint
venture or other entity or enterprise. Ever Harvest does not have any direct or indirect interests of stock ownership or otherwise in
any corporation, partnership, joint venture, firm, association or business enterprise, and is not party to any agreement to acquire such
an interest.


 


2.3 Articles of Incorporation
and Bylaws.


 


The copies of the charter
document and corporate governance document of Ever Harvest (collectively, the “Organizational Documents”) that have been delivered
to Totally Green prior to the execution of this Agreement are true and complete and have not been amended or repealed. Ever Harvest is
not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in
the aggregate, will not have a Material Adverse Effect on Ever Harvest.


 


2.4 Authorization and Validity
of this Agreement.


 


This Agreement and each of
the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than
Totally Green), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by
general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.
Each Ever Harvest shareholder has all requisite legal capacity to execute and deliver this Agreement and the Transaction Agreements to
which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by each of
Ever Harvest and each of the Shareholders of this Agreement and the Transaction Agreements (to the extent either is a party thereto),
and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all
necessary corporate or other action on the part of Ever Harvest and each of the Shareholders. This Agreement and the Transaction Agreements
have been duly executed and delivered by the parties thereto (other than Totally Green).


 


2.5 No Violation.


 


Neither the execution nor
delivery of this Agreement or the Transaction Agreements, nor the consummation or performance of any of the Transactions by Ever Harvest
or the Shareholders will directly or indirectly:


 


(i) violate or conflict with
any provision of the Organizational Documents of Ever Harvest; (B) result in (with or without notice or lapse of time) a violation or
breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate
the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which Ever Harvest
or any of its assets are bound or result in the creation of any Liens upon Ever Harvest or any of its assets; (C) violate any order, writ,
judgment, injunction, ruling, award or decree of any Governmental Body; (“Governmental Body”); (D) violate any statute, law
or regulation of any jurisdiction as such statute, law or regulation that relates to the Shareholders or Ever Harvest or any of the assets
of Ever Harvest; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents,
approvals, authorizations or certificates issued or granted by any Governmental Body which are held by or granted to the Shareholders
or Ever Harvest or which are necessary for the conduct of Ever Harvest’s business; or


 


(ii) to the knowledge of Ever
Harvest or any of the Shareholders, cause Ever Harvest to become subject to, or to become liable for the payment of, any Tax (as hereinafter
defined) or cause any of the assets owned by Ever Harvest to be reassessed or revalued by any taxing authority or other Governmental Body.


 


None of Ever Harvest or the
Shareholders is or will be required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization
(a “Consent”) from any person or entity (including, without limitation, any Governmental Body) in connection with (i) the
execution and delivery of this Agreement or any of the Transaction Agreements, or (ii) the consummation or performance of any of the Transactions.


 


 


 






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2.6 Capitalization and
Related Matters.


 


(a) Capitalization.
Ever Harvest has issued and outstanding ten thousand (10,000) shares of common stock. Except as set forth in the preceding sentence, no
other class of capital stock or other security of Ever Harvest is authorized, issued, reserved for issuance or outstanding. The Shareholders,
as of the Closing Date, are the lawful, record and beneficial owners of the number of Ever Harvest Shares of Common Stock set forth opposite
each Seller’s name on Annex A attached hereto. The Shareholders have, as of the date hereof and as of the Closing Date, valid
and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under
applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and
held by the Shareholders or Ever Harvest, no other class of capital stock or other security of Ever Harvest, as applicable, is authorized,
issued, reserved for issuance or outstanding. At the Closing, Totally Green will be vested with good and marketable title to the Shares,
free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend
or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized
and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of Ever Harvest was issued,
redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities
or “blue sky” laws.


 


(b) No Redemption Requirements.
There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character
by which Ever Harvest or any of the Shareholders is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any
shares of capital stock or other securities of Ever Harvest There are no outstanding contractual obligations (contingent or otherwise)
of Ever Harvest to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests
in, Ever Harvest or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other
entity.


 


2.7 Compliance with Laws
and Other Instruments.


 


Except as would not have a
Material Adverse Effect, the business and operations of Ever Harvest has been and are being conducted in accordance with all applicable
foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments,
determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations,
consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental
Body for the conduct of the Business as presently conducted or the ownership of the assets of Ever Harvest Except as would not have a
Material Adverse Effect, Ever Harvest is not, and has not received notice alleging that it is, in violation of, or (with or without notice
or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture,
loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument,
commitment, obligation or arrangement to which Ever Harvest is a party or by which any of Ever Harvest’s properties, assets or rights
are bound or affected. To the knowledge of Ever Harvest, no other party to any material contract, agreement, lease, license, commitment,
instrument or other obligation to which Ever Harvest is a party is (with or without notice or lapse of time or both) in default thereunder
or in breach of any term thereof. Ever Harvest is not subject to any obligation or restriction of any kind or character, nor is there,
to the knowledge of Ever Harvest, any event or circumstance relating to Ever Harvest that materially and adversely affects in any way
its business, properties, assets or prospects or that prohibits Ever Harvest from entering into this Agreement and the Transaction Agreements
or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements
or the consummation of the Transactions contemplated hereby or thereby.


 


2.8 Certain Proceedings.


 


There are no outstanding or
pending preceding that has been commenced against or involving Ever Harvest or any of its assets and, to the knowledge of Ever Harvest
and the Shareholders, no matters of the foregoing nature are contemplated or threatened. None of Ever Harvest or the Shareholders have
been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of
any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default
with respect to any order, writ, injunction or decree of any Governmental Body.


 


 


 






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2.9 No Brokers or Finders.


 


None of Ever Harvest, the
Shareholders, or any officer, director, independent contractor, consultant, agent or employee of Ever Harvest has agreed to pay, or has
taken any action that will result in any person or entity becoming obligated to pay or entitled to receive, any investment banking, brokerage,
finder’s or similar fee or commission in connection with this Agreement or the Transactions. Ever Harvest and the Shareholders shall
jointly and severally indemnify and hold Totally Green harmless against any liability or expense arising out of, or in connection with,
any such claim.


 


2.10 Title to and Condition
of Properties.


 


Ever Harvest has good, valid
and marketable title to all of its properties and assets (whether real, personal or mixed, and whether tangible or intangible) reflected
as owned in its books and records, free and clear of all Liens. Ever Harvest owns or holds under valid leases or other rights to use all
real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently conducted, except where
the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material Adverse Effect on Ever Harvest
No Person other than Ever Harvest owns or has any right to the use or possession of the assets used in Ever Harvest’s business.
The material buildings, plants, machinery and equipment necessary for the conduct of the business of Ever Harvest as presently conducted
are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put or would
be put in the Ordinary Course of Business, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment
is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.


 


2.11 Absence of Undisclosed
Liabilities.


 


Ever Harvest has no debt,
obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or
to become due, whether or not known to Ever Harvest) arising out of any transaction entered into prior to the Closing Date or any act
or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on Ever Harvest
and have no debt, obligation or liability to each other or any of the Shareholders or their affiliates, except to the extent specifically
set forth on or reserved against on the Balance Sheet of Ever Harvest.


 


The financial statements are
consistent with the books and records of Ever Harvest and fairly present in all material respects the financial condition, assets and
liabilities of Ever Harvest, as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance with
GAAP (except as otherwise indicated therein or in the notes thereto).


 


2.12 Changes.


 


Ever Harvest has not, since
the date of its incorporation:


 


(a) Ordinary Course of
Business. Conducted its business or entered into any transaction other than in the Ordinary Course of Business, except for this Agreement.


 


(b) Adverse Changes.
Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business,
operations, results of operations or prospects which would have a Material Adverse Effect;


 


(c) Loans. Made any
loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in
the Ordinary Course of Business;


 


 


 






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(d) Compensation and Bonuses.
Made any payments of any bonuses or compensation other than regular salary payments, or increase in the salaries, or payment on any of
its debts in the Ordinary Course of Business, to any of its shareholders, directors, officers, employees, independent contractors or consultants
or entry into by it of any employment, severance, or similar contract with any director, officer, or employee, independent contractor
or consultant; Adopted, or increased in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings,
insurance, pension, retirement, or other employee benefit plan for or with any of its employees;


 


(e) Liens. Created
or permitted to exist any Lien on any of its properties or assets other than Permitted Liens;


 


(f) Capital Stock.
Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option
to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding
securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification,
recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; changed its authorized or
issued capital stock; granted any stock option or right to purchase shares of its capital stock; issued any security convertible into
any of its capital stock; granted any registration rights with respect to shares of its capital stock; purchased, redeemed, retired, or
otherwise acquired any shares of its capital stock; declared or paid any dividend or other distribution or payment in respect of shares
of capital stock of any other entity;


 


(g) Dividends. Declared,
set aside, made or paid any dividend or other distribution to any of its shareholders;


 


(h) Material Contracts.
Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements,
a description of which is included in the Ever Harvest’s Disclosure Schedule;


 


(i) Claims. Released,
waived or cancelled any claims or rights relating to or affecting Ever Harvest in excess of $1,000 in the aggregate or instituted or settled
any Proceeding involving in excess of $10,000 in the aggregate;


 


(j) Discharged Liabilities.
Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of $1,000 in the aggregate, except for liabilities
incurred prior to the date of this Agreement in the Ordinary Course of Business;


 


(k) Indebtedness. Created,
incurred, assumed or otherwise become liable for any Indebtedness or commit to any endeavor involving a commitment in excess of $1,000
in the aggregate, other than contractual obligations incurred in the Ordinary Course of Business;


 


(l) Guarantees. Guaranteed
or endorsed in a material amount any obligation or net worth of any Person;


 


(m) Acquisitions. Acquired
the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;


 


(n) Accounting. Changed
its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than
as required by GAAP;


 


(o) Agreements. Entered
into any agreement, or otherwise obligated itself, to do any of the foregoing.


 


 


 






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2.13 Material Contracts.


 


Ever Harvest has delivered
to Totally Green, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.


 


(a) No Defaults. The
Material Contracts of Ever Harvest are valid and binding agreements of Ever Harvest, as applicable, and are in full force and effect and
are enforceable in accordance with their terms. Except as would not have a Material Adverse Effect, Ever Harvest is not in breach or default
of any of its Material Contracts to which it is a party and, to the knowledge of Ever Harvest, no other party to any of its Material Contracts
is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance has existed
that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a
default or event of default under, any provision of any of its Material Contracts or (b) permit Ever Harvest or any other Person the right
to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify
any of its Material Contracts. Ever Harvest has not received any notice and has no knowledge of any pending or threatened cancellation,
revocation or termination of any of its Material Contracts to which it is a party, and there are no renegotiations of, or attempts to
renegotiate.


 


2.14 Tax Returns and Audits.


 


(a) Tax Returns. (a)
All material Tax Returns required to be filed by or on behalf of Ever Harvest have been timely filed and all such Tax Returns were (at
the time they were filed) and are true, correct and complete in all material respects; (b) all Taxes of Ever Harvest required to have
been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested
in good faith or for which an adequate reserve for the payment of such Taxes has been established on Ever Harvest’s balance sheet;
(c) no waivers of statutes of limitation have been given or requested with respect to Ever Harvest in connection with any Tax Returns
covering Ever Harvest or with respect to any Taxes payable by it; (d) no Governmental Body in a jurisdiction where Ever Harvest does not
file Tax Returns has made a claim, assertion or threat to Ever Harvest that Ever Harvest is or may be subject to taxation by such jurisdiction;
(e) Ever Harvest has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required
to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on the property
or assets of Ever Harvest other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating
to Ever Harvest for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of
Taxes of Ever Harvest made by a Governmental Body in any examination that Ever Harvest is required to report to the appropriate provincial,
local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact
exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns
filed by Ever Harvest are true, correct and complete.


 


(b) No Adjustments, Changes.
Neither Ever Harvest nor any other Person on behalf of Ever Harvest (a) has executed or entered into a closing agreement pursuant to Section
7121 of the Code or any predecessor provision thereof or any similar provision of provincial, local or foreign law; or (b) has agreed
to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of provincial, local or foreign
law.


 


(c) No Disputes. There
is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required
to be filed by Ever Harvest, nor is any such claim or dispute pending or contemplated. Ever Harvest has made available to Totally Green
true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against
or agreed to by Ever Harvest since June 23, 2021, and any and all correspondence with respect to the foregoing. Ever Harvest does not
have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for
information to or from a Governmental Body in connection with any Tax matter.


 


(d) No Tax Allocation,
Sharing. Ever Harvest is not a party to any Tax allocation or sharing agreement. Ever Harvest (a) has not been a member of a Tax Group
filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of provincial, local or foreign law),
and (b) does not have any liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of
provincial, local or foreign law) as a transferee or successor, by contract or otherwise.


 


 


 






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2.15 Material Assets.


 


The financial statements of
Ever Harvest reflect the material properties and assets (real and personal) owned or leased by them.


 


2.16 Insurance Coverage.


 


Ever Harvest has no insurance
or general liability policies maintained by Ever Harvest on its properties and assets.


 


2.17 Litigation; Orders.


 


There is no Proceeding (whether
federal, provincial, local or foreign) pending or, to the knowledge of Ever Harvest, threatened or appealable against or affecting Ever
Harvest or any of its properties, assets, business or employees. To the knowledge of Ever Harvest, there is no fact that might result
in or form the basis for any such Proceeding. Ever Harvest is not subject to any Orders and has not received any written opinion or memorandum
or legal advice from their legal counsel to the effect that Ever Harvest is exposed, from a legal standpoint, to any liability which would
be material to its business. Ever Harvest is not engaged in any legal action to recover monies due it or for damages sustained by any
of them.


 


2.18 Licenses.


 


Except as would not have a
Material Adverse Effect, Ever Harvest possesses from the appropriate Governmental Body all licenses, permits, authorizations, approvals,
franchises and rights that are necessary for it to engage in its business as currently conducted and to permit it to own and use its properties
and assets in the manner in which it currently owns and uses such properties and assets (collectively, “PERMITS”). Except
as would not have a Material Adverse Effect, Ever Harvest has not received any written notice from any Governmental Body or other Person
that there is lacking any license, permit, authorization, approval, franchise or right necessary for Ever Harvest to engage in its business
as currently conducted and to permit Ever Harvest to own and use its properties and assets in the manner in which it currently owns and
uses such properties and assets. Except as would not have a Material Adverse Effect, the Permits are valid and in full force and effect.
Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse
of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Permit; or (b) result, directly
or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Permit. Ever Harvest
has not received any written notice from any Governmental Body or any other Person regarding: (a) any actual, alleged, possible or potential
contravention of any Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination
of, or modification to, any Permit. All applications required to have been filed for the renewal of such Permits have been duly filed
on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Permits have been
duly made on a timely basis with the appropriate Persons. All Permits are renewable by their terms or in the Ordinary Course of Business
without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges,
all of which have, to the extent due, been duly paid.


 


2.19 Interested party Transactions.


 


No officer, director or shareholder
of Ever Harvest or any Affiliate, Related Person or “associate” (as such term is defined in Rule 405 of the Commission under
the Securities Act) of any such Person, either directly or indirectly, (1) has an interest in any Person which (a) furnishes or sells
services or products which are furnished or sold or are proposed to be furnished or sold by Ever Harvest, or (b) purchases from or sells
or furnishes to, or proposes to purchase from, sell to or furnish Ever Harvest any goods or services; (2) has a beneficial interest in
any contract or agreement to which Ever Harvest is a party or by which it may be bound or affected; or (3) is a party to any material
agreements, contracts or commitments in effect as of the date hereof with Ever Harvest “Related Person” means: (i) with respect
to a particular individual, the individual’s immediate family which shall include the individual’s spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law; and (ii) with respect to a specified
individual or entity, any entity or individual that, directly or indirectly, controls, is controlled by, or is under common control with
such specified entity or individual.


 


 


 






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2.20 Governmental Inquiries.


 


Ever Harvest has made available
to Totally Green a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received
by Ever Harvest from (and the response of Ever Harvest thereto), and each material written statement, report or other document filed by
Ever Harvest with, any Governmental Body since June 23, 2021.


 


2.21 Bank Accounts and
Safe Deposit Boxes.


 


The Ever Harvest Disclosure
Schedule discloses the title and number of each bank or other deposit or financial account, and each lock box and safety deposit box used
by Ever Harvest, the financial institution at which that account or box is maintained and the names of the persons authorized to draw
against the account or otherwise have access to the account or box, as the case may be.


 


2.22 Intellectual Property.


 


Any Intellectual Property
Ever Harvest uses in its business as presently conducted is owned by Ever Harvest or properly licensed.


 


2.23 Stock Option Plans;
Employee Benefits.


 


(a) Ever Harvest does not
have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect
of services provided to Ever Harvest. Ever Harvest has no commitment, whether formal or informal and whether legally binding or not, to
create any additional plan, arrangement or practice similar to the Approved Plans.


 


2.24 Employee Matters.


 


(a) No former or current employee
of Ever Harvest is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any confidentiality,
non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (i) the performance of his,
her or its duties to Ever Harvest, or (ii) the ability of Ever Harvest to conduct its business.


 


(b) Ever Harvest has no employees,
directors, officers, consultants, independent contractors, representatives or agents whose contract of employment or engagement cannot
be terminated by three months’ notice. (c) Ever Harvest is not required or obligated to pay, and since the date if its incorporation,
have not paid any moneys to or for the benefit of, any director, officer, employee, consultant, independent contractor, representative
or agent of Ever Harvest (d) Ever Harvest is in compliance with all applicable laws respecting employment and employment practices, terms
and conditions or employment and wages and hours, and is not engaged in any unfair labor practice. There is no labor strike, dispute,
shutdown or stoppage actually pending or, to the knowledge of Ever Harvest or the Shareholders, threatened against or affecting Ever Harvest.


 


2.25 Environmental and
Safety Matters.


 


Except as would not have a
Material Adverse Effect:


 


(a) Ever Harvest has at all
times been and is in compliance with all Environmental Laws and Orders applicable to Ever Harvest, as applicable.


 


 


 






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(b) There are no Proceedings
pending or, to the knowledge of Ever Harvest, threatened against Ever Harvest alleging the violation of any Environmental Law or Environmental
Permit applicable to Ever Harvest or alleging that Ever Harvest is a potentially responsible party for any environmental site contamination.
None of Ever Harvest or the Shareholders are aware of, or has ever received notice of, any past, present or future events, conditions,
circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance, or which may
give rise to any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation,
based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission,
discharge, release or threatened release into the environment, of any pollutant, contaminant, or hazardous or toxic material or waste.


 


(c) Neither this Agreement
nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent of
any Governmental Body or third Persons under any Environmental Laws applicable to Ever Harvest.


 


2.26 Material Customers.


 


Since the date of its incorporation,
none of the Material Customers (as hereinafter defined) of Ever Harvest has notified any of Ever Harvest or the Shareholders of their
intent to terminate their business with Ever Harvest business because of any dissatisfaction on the part of any such person or entity.
The Transactions have not caused any of the Material Customers of Ever Harvest to terminate or provide notice of their intent or threaten
to terminate their business with Ever Harvest or to notify Ever Harvest or the Shareholders of their intent not to continue to do such
business with Ever Harvest after the Closing. As used herein, “Material Customers” means those customers from whom Ever Harvest
derives annual revenues in excess of US $5,000.


 


2.27 Inventories.


 


All inventories of Ever Harvest
are of good, usable and merchantable quality in all material respects, and, except as set forth in the Ever Harvest Disclosure Schedule,
do not include a material amount of obsolete or discontinued items. Except as set forth in the Ever Harvest Disclosure Schedule, (a) all
such inventories are of such quality as to meet in all material respects the quality control standards of Ever Harvest, (b) all such inventories
are recorded on the books at the lower of cost or market value determined in accordance with GAAP, and (c) no write-down in inventory
has been made or should have been made pursuant to GAAP during the past two years.


 


2.28 Money Laundering Laws.


 


The operations of Ever Harvest
are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money
laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no
Proceeding involving Ever Harvest with respect to the Money Laundering Laws is pending or, to the knowledge of Ever Harvest, threatened.


 


2.29 Disclosure.


 


(a) Any information set forth
in this Agreement, the Ever Harvest Disclosure Schedule, or the Transaction Agreements shall be true, correct and complete in all material
respects.


 


(b) No statement, representation
or warranty of Ever Harvest or the Shareholders in this Agreement (taken with the Schedules) or the Transaction Agreements or any exhibits
or schedules thereto contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements
herein or therein, taken as a whole, in light of the circumstances in which they were made, not misleading.


 


 


 






    	 	10	 



     


    

 


(c) Except as set forth in
the Ever Harvest Disclosure Schedule, the Shareholders and Ever Harvest have no knowledge of any fact that has specific application to
Ever Harvest (other than general economic or industry conditions) and that adversely affects the assets or the business, prospects, financial
condition, or results of operations of Ever Harvest.


 


(d) In the event of any inconsistency
between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly set forth as such in
the Schedules with respect to a specifically identified representation or warranty), the statements in the Schedules shall control.


 


(e) The books of account,
minute books and stock record books of Ever Harvest, all of which have been made available to Totally Green, are complete and accurate
and have been maintained in accordance with sound business practices. Without limiting the generality of the foregoing, the minute books
of Ever Harvest contain complete and accurate records of all meetings held, and corporate action taken, by the shareholders, the boards
of directors, and committees of the boards of directors of Ever Harvest, as applicable, and no meeting of any such shareholders, board
of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books.


 


2.30 Finders and Brokers.


 


(a) None of Ever Harvest or
the Shareholders or any Person acting on behalf of Ever Harvest or the Shareholders has engaged any finder, broker, intermediary or any
similar Person in connection with the Exchange.


 


(b) None of Ever Harvest the
Shareholders nor any Person acting on behalf of Ever Harvest or the Shareholders has entered into a contract or other agreement that provides
that a fee shall be paid to any Person or Entity if the Exchange is consummated.


 


ARTICLE III.


 


REPRESENTATIONS AND WARRANTIES OF TOTALLY GREEN


 


Totally Green hereby represents
and warrants to the Shareholders as of the date hereof:


 


3.1 Organization; Good
Standing.


 


Totally Green is duly incorporated,
validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate and other), governmental
licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted,
to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the
provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and
approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition of Totally
Green, or (ii) impair the ability of Totally Green to perform its material obligations under this Agreement. Totally Green is duly qualified,
licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties
owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated
will not have a Material Adverse Effect.


 


3.2 Totally Green Common
Stock.


 


As of August 24, 2021, there
were 170,859,583 shares of Totally Green’s common stock issued and outstanding. The Acquisition Shares, when issued in connection
with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. Totally
Green will take all reasonable efforts subsequent to the Closing to effect and amendment to its Articles of Incorporation, as amended,
to effect an increase in its authorized shares of common stock to issue and deliver to the Shareholders any portion of the Acquisition
Shares not delivered at Closing to the Shareholders.


 


 


 






    	 	11	 



     


    

 


3.3 Authority; Binding
Nature of Agreements.


 


(a) The execution, delivery
and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed
and delivered by Totally Green in connection herewith have been duly authorized by all necessary corporate action on the part of Totally
Green and its board of directors.


 


(b) This Agreement, the Transactional
Agreements, and all other agreements and instruments contemplated to be executed and delivered by Totally Green constitute the legal,
valid and binding obligation of Totally Green, enforceable against Totally Green in accordance with their terms, except to the extent
that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement
of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a
proceeding in law or equity.


 


(c) There is no pending Proceeding,
and, to Totally Green’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect
of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Totally Green’s ability to comply with or
perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Totally Green, no event has occurred,
and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for
the commencement of any such Proceeding.


 


3.4 Non-contravention;
Consents.


 


The execution and delivery
of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by Totally Green will not, directly or
indirectly (with or without notice or lapse of time):


 


(a) contravene, conflict with
or result in a material violation of (i) Totally Green’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted
by Totally Green Board or any committee thereof or the stockholders of Totally Green;


 


(b) to the knowledge of Totally
Green, contravene, conflict with or result in a material violation of, or give any Governmental Body the right to challenge the Exchange
or to exercise any remedy or obtain any relief under, any legal requirement or any Order to which Totally Green or any material assets
owned or used by it are subject;


 


(c) to the knowledge of Totally
Green, cause any material assets owned or used by Totally Green to be reassessed or revalued by any taxing authority or other Governmental
Body;


 


(d) to the knowledge of Totally
Green, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body
the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Totally Green or that
otherwise relates to Totally Green’s business or to any of the material assets owned or used by Totally Green, where such contraventions,
conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would have a Material Adverse Effect
on Totally Green;


 


(e) contravene, conflict with
or result in a material violation or material breach of, or material default under, any Contract to which Totally Green is a party;


 


(f) give any Person the right
to any payment by Totally Green or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants,
rights, severance payments or other contingent obligations of any nature whatsoever of Totally Green in favor of any Person, in any such
case as a result of the Exchange; or


 


(g) result in the imposition
or creation of any material Lien upon or with respect to any material asset owned or used by Totally Green.


 


Except for Consents, filings
or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this
Agreement and the other Transactional Agreements, Totally Green will not be required to make any filing with or give any notice to, or
obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements
or the consummation or performance of the Exchange.


 


 


 






    	 	12	 



     


    

 


3.5 Finders and Brokers.


 


(a) Neither Totally Green
nor any Person acting on behalf of Totally Green has engaged any finder, broker, intermediary or any similar Person in connection with
the Exchange.


 


(b) Totally Green has not
entered into a contract or other agreement that provides that a fee shall be paid to any Person or Entity if the Exchange is consummated.


 


3.6 Reserved.


 


3.7 Compliance with Applicable
Law.


 


Totally Green holds all Governmental
Authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of Totally Green is not being
conducted in violation of, any Governmental Authorization applicable to Totally Green.


 


3.8 Complete Copies of
Requested Reports.


 


Totally Green has delivered
or made available true and complete copies of each document that has been reasonably requested by Ever Harvest or the Shareholders.


 


3.9 Full Disclosure.


 


(a) Neither this Agreement
(including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered by Totally
Green in connection with this Agreement contains any untrue statement of material fact; and none of such documents omits to state any
material fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.


 


(b) All of the information
set forth in the prospectus and all other information regarding Totally Green and the business, condition, assets, liabilities, operations,
financial performance, net income and prospects of either that has been furnished to Ever Harvest or the Shareholders by or on behalf
of Totally Green or any of the Totally Green’s Representatives, is accurate and complete in all material respects.


 


ARTICLE IV.


 


COVENANTS OF EVER HARVEST


 


4.1 Access and Investigation.


 


Ever Harvest shall ensure
that, at all times during the Pre-Closing Period:


 


(a) Ever Harvest and their
Representatives provide Totally Green and its Representatives access, at reasonable times and with twenty-four (24) hours’ notice
from Totally Green to Ever Harvest, to all of the premises and assets of Ever Harvest, to all existing books, records, Tax Returns, work
papers and other documents and information relating to Ever Harvest, and to responsible officers and employees of Ever Harvest, and Ever
Harvest and its Representatives provide Totally Green and its Representatives with copies of such existing books, records, Tax Returns,
work papers and other documents and information relating to Ever Harvest as Totally Green may request in good faith;


 


 


 






    	 	13	 



     


    

 


(b) Each of Ever Harvest and
its Representatives confer regularly with Totally Green upon its request, concerning operational matters and otherwise report regularly
(not less than semi-monthly and as Totally Green may otherwise request) to Totally Green and discuss with Totally Green and its Representatives
concerning the status of the business, condition, assets, liabilities, operations, and financial performance of Ever Harvest, and promptly
notify Totally Green of any material change in the business, condition, assets, liabilities, operations, and financial performance of
Ever Harvest, or any event reasonably likely to lead to any such change.


 


4.2 Operation of the Business.


 


Ever Harvest shall ensure
that, during the Pre-Closing Period:


 


(a) It conducts its operations
in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement;


 


(b) It uses its commercially
reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current
officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees,
employees and other Persons having business relationships with Ever Harvest;


 


(c) It does not declare, accrue,
set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem
or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Ever Harvest
Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof;


 


(d) It does not sell or otherwise
issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance
of Ever Harvest Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business;


 


(e) It does not amend its
charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization,
reclassification of shares, stock split, reverse stock split or similar transaction;


 


(f) It does not form any subsidiary
or acquire any equity interest or other interest in any other Entity;


 


(g) It does not establish
or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount
of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or
employees;


 


(h) It does not change any
of its methods of accounting or accounting practices in any respect;


 


(i) It does not make any Tax
election;


 


(j) It does not commence or
take any action or fail to take any action which would result in the commencement of any Proceeding;


 


(k) It does not (i) acquire,
dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business;
(ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other
than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary
Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the
Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;


 


 


 






    	 	14	 



     


    

 


(l) It pays all debts and
Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due;


 


(m) It does not enter into
or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with
respect to any of its services, products or technology;


 


(n) It does not hire any new
officer-level employee;


 


(o) It does not revalue any
of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except
as required under GAAP and in the Ordinary Course of Business;


 


(p) Except as otherwise contemplated
hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and


 


(q) It does not enter into
any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in
this Agreement.


 


4.3 Filings and Consents;
Cooperation.


 


Ever Harvest shall ensure
that:


 


(a) Each filing or notice
required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by Ever Harvest or the Shareholders in
connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance
of the Exchange, is made or given as soon as possible after the date of this Agreement;


 


(b) Each Consent required
to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by Ever Harvest or the Shareholders in connection with
the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange,
is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;


 


(c) It promptly delivers to
Totally Green a copy of each filing made, each notice given and each Consent obtained by Ever Harvest during the Pre-Closing Period; and


 


(d) During the Pre-Closing
Period, it and its Representatives cooperate with Totally Green and Totally Green’s Representatives, and prepare and make available
such documents and take such other actions as Totally Green may request in good faith, in connection with any filing, notice or Consent
that Totally Green is required or elects to make, give or obtain.


 


4.4 Notification; Updates
to Disclosure Schedules.


 


(a) During the Pre-Closing
Period, Ever Harvest shall promptly notify Totally Green in writing of:


 


(i) the discovery by it of
any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any
representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving
of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise
cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;


 


 


 






    	 	15	 



     


    

 


(ii) any event, condition,
fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the
express written consent of Totally Green) and that is contrary to any representation or warranty made by it in this Agreement, or that
would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become
untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;


 


(b) If any event, condition,
fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the Ever Harvest Disclosure
Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Ever Harvest Disclosure Schedule
were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then Ever Harvest,
as applicable, shall promptly deliver to Totally Green an update to the Ever Harvest Disclosure Schedule specifying such change (a “Disclosure
Schedule Update”).


 


(c) It will promptly update
any relevant and material information provided to Totally Green after the date hereof pursuant to the terms of this Agreement.


 


4.5 Commercially Reasonable
Efforts.


 


During the Pre-Closing Period,
Ever Harvest shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied
on a timely basis and so that the Closing can take place on or before September 30, 2021, in accordance with Section 1.5, and shall not
take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of
the representations and warranties of Ever Harvest set forth in this Agreement becoming untrue, or in any of the conditions of Closing
set forth in Article VI or Article VII not being satisfied.


 


4.6 Confidentiality; Publicity.


 


Ever Harvest shall ensure
that:


 


(a) It and its Representatives
keep strictly confidential the existence and terms of this Agreement prior to the issuance or dissemination of any mutually agreed upon
press release or other disclosure of the Exchange; and


 


(b) neither it nor any of
its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any
of its suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the Exchange; except in each case
to the extent that it is required by law to make any such disclosure regarding such transactions or as separately agreed by the parties;
provided, however, that if it is required by law to make any such disclosure, Ever Harvest advises Totally Green, at least five business
days before making such disclosure, of the nature and content of the intended disclosure.


 


ARTICLE V.


 


COVENANTS OF TOTALLY GREEN


 


5.1 Notification.


 


During the Pre-Closing Period,
Totally Green shall promptly notify Ever Harvest in writing of:


 


(a) the discovery by Totally
Green of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary
to any representation or warranty made by Totally Green in this Agreement; and,


 


(b) any event, condition,
fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the
written consent of Ever Harvest) and that is contrary to any representation or warranty made by Totally Green in this Agreement;


 


 


 






    	 	16	 



     


    

 


5.2 Filings and Consents;
Cooperation.


 


Totally Green shall ensure
that:


 


(a) Each filing or notice
required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by Totally Green in connection with the
execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange,
is made or given as soon as possible after the date of this Agreement;


 


(b) Each Consent required
to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by Totally Green in connection with the execution and
delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is obtained as
soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;


 


(c) Totally Green promptly
delivers to Ever Harvest and a copy of each filing made, each notice given and each Consent obtained by Totally Green during the Pre-Closing
Period; and


 


(d) During the Pre-Closing
Period, Totally Green and its Representatives cooperate with Ever Harvest and their Representatives, and prepare and make available such
documents and take such other actions as Ever Harvest may request in good faith, in connection with any filing, notice or Consent that
Ever Harvest is required or elects to make, give or obtain.


 


5.3 Commercially Reasonable
Efforts.


 


During the Pre-Closing Period,
Totally Green shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied
on a timely basis and so that the Closing can take place on or before September 30, 2021, or as soon thereafter as is reasonably practical,
in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could
reasonably be expected to result in any of the representations and warranties or Totally Green set forth in this Agreement becoming untrue
or in any of the conditions of closing set forth in Article VI or Article VII not being satisfied.


 


5.4 Disclosure of Confidential
Information.


 


(a) Each of Totally Green
and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including
without limitation, the Ever Harvest Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure
of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with
the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction.
Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the
Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination
or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information
of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations
of the governmental jurisdiction to which it is subject.


 


(b) The Receiving Party may
disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided
that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party
to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity,
and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.


 


 


 






    	 	17	 



     


    

 


(c) All Confidential Information
shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall
not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights,
trade secrets, trademarks or other intellectual property rights.


 


(d) The Receiving Party shall
notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other
breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way
to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.


 


(e) The Receiving Party shall
return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries,
copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that,
subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted
access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only
in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its
compliance with this Section.


 


5.5 Indemnification.


 


(a) Each of Ever Harvest and
the Shareholders, jointly and severally, each shall defend, indemnify and hold harmless Totally Green, and its respective employees, officers,
directors, stockholders, controlling persons, affiliates, agents, successors and assigns (collectively, the “Totally Green Indemnified
Persons”), and shall reimburse the Totally Green Indemnified Person, for, from and against any loss, liability, claim, damage, expense
(including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a
third-party claim (collectively, “Damages”), directly or indirectly, relating to, resulting from or arising out of:


 


(i) any untrue representations,
misrepresentations or breach of warranty by or of Ever Harvest or the Shareholders contained in or pursuant to this Agreement, and the
Ever Harvest Disclosure Schedule; (ii) any breach or nonfulfillment of any covenant, agreement or other obligation by or of Ever Harvest
or the Shareholders (only to the extent made or occurring prior to or at the Closing) contained in or pursuant to this Agreement, the
Transaction Agreements executed by Ever Harvest or any of the Shareholders in their individual capacity, the Ever Harvest Disclosure Schedule,
or any of the other agreements, documents, schedules or exhibits to be entered into by Ever Harvest or any of the Shareholders in their
individual capacity pursuant to or in connection with this Agreement;


 


(iii) all of Pre-Closing liabilities
of Ever Harvest or the Shareholders; and


 


(iv) any liability, claim,
action or proceeding of any kind whatsoever, whether instituted or commenced prior to or after the Closing Date, which directly or indirectly
relates to, arises or results from, or occurs in connection with facts or circumstances relating to the conduct of business of Ever Harvest
or the assets of Ever Harvest, or events or circumstances existing on or prior to the Closing Date.


 


(b) Totally Green shall defend,
indemnify and hold harmless Ever Harvest and its respective affiliates, agents, successors and assigns (collectively, the “Ever
Harvest Indemnified Persons”), and shall reimburse the Ever Harvest Indemnified Persons, for, from and against any Damages, directly
or indirectly, relating to, resulting from or arising out of:


 


(i) any untrue representation,
misrepresentation or breach of warranty by or of Totally Green contained in or pursuant to this Agreement;


 


(ii) any breach or nonfulfillment
of any covenant, agreement or other obligations by or of Totally Green contained in or pursuant to this Agreement, the Transaction Agreements
or any other agreements, documents, schedules or exhibits to be entered into or delivered to pursuant to or in connection with this Agreement.


 


 


 






    	 	18	 



     


    

 


(c) Promptly after receipt
by an indemnified Party under Section 5.6 of this Agreement of notice of a claim against it (“Claim”), such indemnified Party
shall, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of such Claim,
but the failure to so notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any indemnified
Party, except to the extent that the indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnified
Party’s failure to give such notice.


 


(d) A claim for indemnification
for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.


 


ARTICLE VI.


 


CLOSING CONDITIONS OF TOTALLY GREEN


 


Totally Green’s obligations
to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:


 


6.1 Accuracy of Representations
and Warranties.


 


The representations and warranties
of Ever Harvest and the Shareholders in this Agreement shall have been true and correct as of the date of this Agreement and shall be
true and correct on and as of the Closing. Ever Harvest and the Shareholders shall have performed all obligations in this Agreement required
to be performed or observed by them on or prior to the Closing.


 


6.2 Additional Conditions
to Closing.


 


(a) All necessary approvals
under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of
the Shares shall have been received.


 


(b) Totally Green shall have
obtained an opinion stating that the terms of the Exchange are fair, just and equitable to Totally Green and its shareholders.


 


(c) No preliminary or permanent
injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange
shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been
enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation
of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting
periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other than those the failure to obtain
which would not materially adversely affect the consummation of the Exchange or in the aggregate have a material adverse effect on Totally
Green and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and
consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such
Requisite Regulatory Approvals shall be in full force and effect.


 


(d) There shall not be any
action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any Governmental
Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition or material restriction upon
Totally Green or its subsidiaries or Ever Harvest, including, without limitation, requirements relating to the disposition of assets,
which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable
the consummation of the Exchange.


 


 


 






    	 	19	 



     


    

 


6.3 Performance of Agreements.


 


Ever Harvest or the Shareholders,
as the case may be, shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered,
and performed all actions required to be performed by Ever Harvest or any of the Shareholders, as the case may be, pursuant to this Agreement,
except as Totally Green has otherwise consented in writing.


 


6.4 Consents.


 


Each of the Consents identified
or required to have been identified in the Ever Harvest Disclosure Schedule shall have been obtained and shall be in full force and effect,
other than those Consents, which have been expressly waived by Totally Green.


 


6.5 No Material Adverse
Change and Satisfactory Due Diligence.


 


There shall not have been
any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Ever Harvest since
the date of this Agreement as determined by Totally Green in its discretion. Totally Green shall be satisfied in all respects with the
results of its due diligence review of Ever Harvest.


 


6.6 Ever Harvest Closing
Certificate.


 


In addition to the documents
required to be received under this Agreement, Totally Green shall also have received the following documents:


 


(a) copies of resolutions
of Ever Harvest, certified by a Secretary, Assistant Secretary or other appropriate officer of Ever Harvest, authorizing the execution,
delivery and performance of this Agreement and other Transactional Agreements;


 


(b) good standing certificate
of Ever Harvest; and


 


(c) such other documents as
Totally Green may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by Ever
Harvest, (ii) evidencing the compliance by Ever Harvest, or the performance by Ever Harvest of, any covenant or obligation set forth in
this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article VII
or this Article VI, or (iv) otherwise facilitating the consummation or performance of the Exchange.


 


6.7 Transactional Agreements.


 


Each Person (other than Totally
Green) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it is to be a party.


 


6.8 Resignation of Directors
and Officers.


 


Totally Green shall have received
a written resignation from each of the directors and officers of Ever Harvest effective as of the Closing.


 


6.9 Delivery of Stock Certificates,
Minute Book and Corporate Seal.


 


The Shareholders shall have
delivered to Totally Green the stock books, stock ledgers, minute books and corporate seals of Ever Harvest.


 


 


 






    	 	20	 



     


    

 


ARTICLE VII.


 


CLOSING CONDITIONS OF THE SHAREHOLDERS


 


The Shareholders’ obligations
to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:


 


7.1 Accuracy of Representations
and Warranties.


 


The representations and warranties of Totally
Green in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the
Closing and Totally Green shall have performed all obligations in this Agreement required to be performed or observed by them on or prior
to the Closing.


 


7.2 Additional Conditions
to Closing.


 


(a) All necessary approvals
under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares by Totally
Green and the transfer of the Shares by Ever Harvest shall have been received.


 


(b) No preliminary or permanent
injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange
shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been
enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation
of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory
Approvals shall be in full force and effect.


 


(c) There shall not be any
action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal
or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction
upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite
Regulatory Approval, upon Totally Green, its subsidiaries, Ever Harvest or any of their subsidiaries), including, without limitation,
requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business
benefits of the Exchange as to render inadvisable the consummation of the Exchange.


 


7.3 Totally Green Closing
Certificates.


 


The Shareholders shall have
received the following documents:


 


(a) copies of resolutions
of Totally Green, certified by a Secretary, Assistant Secretary or other appropriate officer of Totally Green, authorizing the execution,
delivery and performance of the Transactional Agreements and the Exchange;


 


(b) good standing certificates
for the State of Nevada; and


 


(c) such other documents as
Ever Harvest may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by Totally
Green, (ii) evidencing the compliance by Totally Green with, or the performance by Totally Green of, any covenant or obligation set forth
in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article
VI or this Article VII, or (iv) otherwise facilitating the consummation or performance of the Exchange.


 


 


 






    	 	21	 



     


    

 


7.4 No Material Adverse
Change.


 


There shall not have been
any material adverse change in Totally Green’s business, condition, assets, liabilities, operations or financial performance since
the date of this Agreement.


 


7.5 Performance of Agreements.


 


Totally Green shall have executed
and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required
by Totally Green pursuant to this Agreement, except as Ever Harvest and the Shareholders have otherwise consented in writing.


 


7.6 Consents.


 


Each of the Consents identified
or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other than those Consents
the absence of which shall not have a material adverse effect on Totally Green.


 


7.7 Totally Green Stock.


 


On the Closing Date, shares
of Totally Green Common Stock shall be eligible for quotation on the OTC Markets.


 


ARTICLE VIII.


 


FURTHER ASSURANCES


 


Each of the parties hereto
agrees that it will, from time to time after the date of the Agreement, execute and deliver such other certificates, documents and instruments
and take such other action as may be reasonably requested by the other party to carry out the actions and transactions contemplated by
this Agreement, including the closing conditions described in Articles VI and VII. Ever Harvest and the Shareholders shall reasonably
cooperate with Totally Green in its obtaining of the books and records of Ever Harvest, or in preparing any solicitation materials to
be sent to the shareholders of Totally Green in connection with the approval of the Exchange and the transactions contemplated by the
Transactional Agreements.


 


ARTICLE IX.


 


TERMINATION


 


9.1 Termination.


 


This Agreement may be terminated
and the Exchange abandoned at any time prior to the Closing Date:


 


(a) by mutual written consent
of Totally Green, Ever Harvest and the Shareholders;


 


 


 






    	 	22	 



     


    

 


(b) by Totally Green if (i)
there is a material Breach of any covenant or obligation of Ever Harvest or the Shareholders; provided however, that if such Breach or
Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within 10 days of delivery
of the written notice of such Breach, or (ii) Totally Green reasonably determines that the timely satisfaction of any condition set forth
in Article VI has become impossible or impractical (other than as a result of any failure on the part of Totally Green to comply with
or perform its covenants and obligations under this Agreement or any of the other Transactional Agreements);


 


(b) by Ever Harvest if (i)
there is a material Breach of any covenant or obligation of Totally Green; provided, however, that if such Breach or Breaches
are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within 10 days of delivery of
the written notice of such Breach, or (ii) Ever Harvest reasonably determines that the timely satisfaction of any condition set forth
in Article VII has become impossible or impractical (other than as a result of any failure on the part of Ever Harvest or any Shareholder
to comply with or perform any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements);


 


(d) by Totally Green if the
Closing has not taken place on or before September 30, 2021, (except if as a result of any failure on the part of Totally Green to comply
with or perform its covenants and obligations under this Agreement or in any other Transactional Agreement);


 


(e) by Ever Harvest if the
Closing has not taken place on or before September 30, 2021 (except if as a result of the failure on the part of Ever Harvest or the Shareholders
to comply with or perform any covenant or obligation set forth in this Agreement or in any other Transactional Agreement);


 


(f) by any of Totally Green,
on the one hand or Ever Harvest, on the other hand, if any court of competent jurisdiction in the United States or other United States
governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting
the Exchange and such order, decree, ruling or any other action shall have become final and non-appealable; provided, however, that the
party seeking to terminate this Agreement pursuant to this clause (f) shall have used all commercially reasonable efforts to remove such
order, decree or ruling; or


 


(g) The parties hereby agree
and acknowledge that a breach of the provisions of Articles 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material Breaches of this
Agreement.


 


9.2 Termination Procedures.


 


If Totally Green wishes to
terminate this Agreement pursuant to Section 9.1, Totally Green shall deliver to the Shareholders and Ever Harvest a written notice stating
that Totally Green is terminating this Agreement and setting forth a brief description of the basis on which Totally Green is terminating
this Agreement. If Ever Harvest wishes to terminate this Agreement pursuant to Section 9.1, Ever Harvest shall deliver to Totally Green
a written notice stating that Ever Harvest is terminating this Agreement and setting forth a brief description of the basis on which Ever
Harvest is terminating this Agreement.


 


9.3 Effect of Termination.


 


In the event of termination
of this Agreement as provided above, this Agreement shall forthwith have no further effect. Except for a termination resulting from a
Breach by a party to this Agreement, there shall be no liability or obligation on the part of any party hereto. In the event of a breach,
the remedies of the non-breaching party shall be to seek damages from the breaching party or to obtain an order for specific performance,
in addition to or in lieu of other remedies provided herein. Upon request after termination, each party will redeliver or, at the option
of the party receiving such request, destroy all reports, work papers and other material of any other party relating to the Exchange,
whether obtained before or after the execution hereof, to the party furnishing same; provided, however, that Ever Harvest and the Shareholders
shall, in all events, remain bound by and continue to be subject to Section 4.6 and all parties shall in all events remain bound by and
continue to be subject to Section 5.4 and 5.5.


 


Notwithstanding the above,
both Totally Green, on the one hand, and Ever Harvest and the Shareholders, on the other hand, shall be entitled to announce the termination
of this Agreement by means of a mutually acceptable press release.


 


 


 






    	 	23	 



     


    

 


ARTICLE X.


 


MISCELLANEOUS


 


10.1 Survival of Representations
and Warranties.


 


All representations and warranties
of Ever Harvest and the Shareholders in this Agreement and the Ever Harvest Disclosure Schedule shall survive shall survive indefinitely.
The right to indemnification, reimbursement or other remedy based on such representations and warranties will not be affected by any investigation
conducted by the parties.


 


10.2 Expenses.


 


Except as otherwise set forth
herein, each of the parties to the Exchange shall bear its own expenses incurred in connection with the negotiation and consummation of
the transactions contemplated by this Agreement.


 


10.3 Entire Agreement.


 


This Agreement and the other
Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between
them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings,
oral or written, between the parties to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction
Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant
to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.


 


10.4 Counterparts.


 


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


 


10.5 Descriptive Headings.


 


The Article and Section headings
in this Agreement are for convenience only and shall not affect the meanings or construction of any provision of this Agreement.


 


10.6 Notices.


 


Any notices required or permitted
to be given under this Agreement shall be in writing and shall be deemed sufficiently given on the earlier to occur of the date of personal
delivery, the date of receipt or three (3) days after posting by overnight courier or registered or certified mail, postage prepaid, addressed
as follows:


 


If to Totally Green:


 


Totally Greem, Inc.


Suite F, 16/F, Cameron Plaza,


23 Cameron Road, Tsim Sha Tsui, Hong Kong


 


 


 






    	 	24	 



     


    

 


If to Ever Harvest:


 


Ever Harvest Capital Group Limited


Suite F, 16/F, Cameron Plaza,


23 Cameron Road, Tsim Sha Tsui, Hong Kong


 


If to the Shareholders:


 


c/o Ever Harvest Capital Group Limited


Suite F, 16/F, Cameron Plaza,


23 Cameron Road, Tsim Sha Tsui, Hong Kong


 


To such address or addresses as a party
shall have previously designated by notice to the sender given in accordance with this section.


 


10.7 Choice of Law.


 


This Agreement shall be construed
in accordance with and governed by the laws of the State of Nevada without regard to choice of law principles. Each of the parties hereto
consents to the jurisdiction of the courts of the State of California, County of Los Angeles and to the federal courts located in the
County of Los Angeles, State of California.


 


10.8 Binding Effect; Benefits.


 


This Agreement shall inure
to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to confer on any Person other than the parties or their respective successors and permitted assigns, the Shareholders
and other Persons expressly referred to herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


 


10.9 Assignability.


 


Neither this Agreement nor
any of the parties’ rights hereunder shall be assignable by any party without the prior written consent of the other parties and
any attempted assignment without such consent shall be void.


 


10.10 Waiver and Amendment.


 


Any term or provision of this
Agreement may be waived at any time by the party, which is entitled to the benefits thereof. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. The parties may, by mutual agreement
in writing, amend this Agreement in any respect. Ever Harvest and the Shareholders hereby acknowledge their intent that this Agreement
includes as a party any holder of capital stock in Ever Harvest at the time of Closing. Totally Green, Ever Harvest and the Shareholders
therefore agree that this Agreement may be amended, without the further consent of any party to this Agreement, (i) to add as a new Shareholder
any existing shareholder of Ever Harvest and (ii) to modify Annex A to reflect the addition of such shareholder.


 


 


 






    	 	25	 



     


    

 


10.11 Attorney’ Fees.


 


In the event of any action
or proceeding to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of reasonable
attorneys’ and experts’ fees and costs, in addition to such other relief as may be granted.


 


10.12 Severability.


 


If any provision of this Agreement
is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect
to the extent not held invalid or unenforceable.


 


10.13 Construction.


 


In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b) has or
has had the opportunity to consult independent legal counsel regarding the legal effect and meaning of this document and all terms and
conditions hereof; (c) has been afforded the opportunity to negotiate as to any and all terms hereof; and (d) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any kind. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.


 


[signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	26	 



     


    

 


IN WITNESS WHEREOF, this Agreement has been executed
by the parties hereto as of the day and year first above written.


 


Totally Green:


 


TOTALLY GREEN, INC.


 


 


 


 


By: /s/ Au Chi Tong                                                


Name: Au Chi Tong


Title: Director


 


 


EVER HARVEST: 


 


EVER HARVEST CAPITAL GROUP LIMITED


 


 


 


By: /s/ Huichun Yang                                              


Name: Huichun Yang


Title: Director


 


 


EVER HARVEST SHAREHOLDERS:


 


 


 


 


/s/ Huichun Yang                                                     


Huichun Yang


 


 


 


 


 


/s/ Lee Wai Hong Alex                                            


Lee Wai Hong Alex


 


 


 






    	 	27	 



     


    

 


EXHIBIT A


 


CERTAIN DEFINITIONS


 


For purposes of the Agreement (including this
Exhibit A):


 


Agreement. “Agreement”
shall mean the Share Exchange Agreement to which this Exhibit A is attached (including all Disclosure Schedules and all Exhibits), as
it may be amended from time to time.


 


Approved Plans. “Approved
Plans” shall mean a stock option or similar plan for the benefit of employees or others, which has been approved by the shareholders
of Ever Harvest.


 


Ever Harvest Shares of
Common Stock. “Ever Harvest Shares of Common Stock” shall mean the shares of common stock of Ever Harvest.


 


Breach. There shall
be deemed to be a “Breach” of a representation, warranty, covenant, obligation or other provision if there is or has been
any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant, obligation or other
provision.


 


Certificates. “Certificates”
shall have the meaning specified in Section 1.3 of the Agreement.


 


Totally Green. “Totally
Green” shall have the meaning specified in the first paragraph of the Agreement.


 


Totally Green Common Stock.
“Totally Green Common Stock” shall mean the shares of common stock of Totally Green.


 


Closing. “Closing”
shall have the meaning specified in Section 1.5 of the Agreement.


 


Closing Date. “Closing
Date” shall have the meaning specified in Section 1.5 of the Agreement.


 


Code. “Code”
shall mean the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue
Code or any successor law.


 


Confidential Information.
“Confidential Information” shall mean all nonpublic information disclosed by one party or its agents (the “Disclosing
Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that, given the
nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential
Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology, customers, vendors,
suppliers, business plans, intellectual property, promotional and marketing activities, finances, agreements, transactions, financial
information and other business affairs, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.


 


Confidential Information does
not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation
to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who,
to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown
by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.


 


 


 






    	 	28	 



     


    

 


Consent. “Consent”
shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).


 


Disclosure Schedule Update.
“Disclosure Schedule Update” shall have the meaning specified in Section 4.4 of the Agreement.


 


Ever Harvest Disclosure
Schedule. “Ever Harvest Disclosure Schedule” shall have the meaning specified in introduction to Article II of the Agreement.


 


Entity. “Entity”
shall mean any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership,
joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company
or joint stock company), firm or other enterprise, association, organization or entity.


 


Environmental Laws.
“Environmental Laws” shall mean any Law or other requirement relating to the protection of the environment, health, or safety
from the release or disposal of hazardous materials.


 


Environmental Permit.
“Environmental Permit” means all licenses, permits, authorizations, approvals, franchises and rights required under any applicable
Environmental Law or Order.


 


Equity Securities.
“Equity Security” shall mean any stock or similar security, including, without limitation, securities containing equity features
and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration,
any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital
stock, or any such warrant or right.


 


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


 


GAAP. “GAAP”
shall mean United States Generally Accepted Accounting Principles, applied on a consistent basis.


 


Governmental Authorization.
“Governmental Authorization” shall mean any:


 


		(F)	permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance,
confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization that is issued, granted,
given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law; or



 


(b) right under any contract
with any Governmental Body.


 


Governmental Body.
“Governmental Body” shall mean any:


 


		(F)	nation, principality, state, commonwealth, province, territory, county, municipality, district or other
jurisdiction of any nature;



 


(b) federal, state, local,
municipal, foreign or other government;


 


(c) governmental or quasi-governmental
authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council,
board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); or


 


(d) individual, Entity or
body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing
authority or power of any nature, including any court, arbitrator, administrative agency or commissioner, or other governmental authority
or instrumentality.


 


 


 






    	 	29	 



     


    

 


Indebtedness. “Indebtedness”
shall mean any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production
from, property of the relevant party will be deemed to be Indebtedness.


 


Intellectual Property.
“Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S.
patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names,
service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published
and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical
data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications,
layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals,
memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.


 


Knowledge. A corporation
shall be deemed to have “knowledge” of a particular fact or matter only if a director or officer of such corporation has,
had or should have had knowledge of such fact or matter.


 


Laws. “Laws”
means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational
or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.


 


Lien. “Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien or charge, right of first refusal, encumbrance or other adverse
claim or interest of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the
nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and
including any lien or charge arising by Law.


 


Material Adverse Effect.
“Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate, would reasonably
be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the affected
party, in each case taken as a whole or (b) materially impair the ability of the affected party to perform its obligations under this
Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or
consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii)
changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the affected party operates.


 


Material Contract.
“Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise,
providing for potential payments by or to the company in excess of $1,000, and the amendments, supplements and modifications thereto.


 


Order. “Order”
shall mean any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental
Body.


 


Ordinary Course of Business.
“Ordinary Course of Business” shall mean an action taken by Ever Harvest if (i) such action is taken in normal operation,
consistent with past practices, (ii) such action is not required to be authorized by the Shareholders, Board of Directors or any committee
of the Board of the Directors or other governing body of Ever Harvest and (iii) does not require any separate or special authorization
or consent of any nature by any Governmental Body or third party.


 


Permitted Liens. “Permitted
Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith
by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges
or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and materialmen
and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate
proceedings conducted and for the payment of which the relevant party has made adequate reserves; and (c) statutory Liens incidental to
the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of
advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof
in the operation of its business.


 


 


 






    	 	30	 



     


    

 


Person. “Person”
shall mean any individual, Entity or Governmental Body.


 


Pre-Closing Period.
“Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.


 


Proceeding. “Proceeding”
shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate
proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation, commenced,
brought, conducted or heard by or before, or otherwise has involved, any Governmental Body or any arbitrator or arbitration panel.


 


Representatives. “Representatives”
of a specified party shall mean officers, directors, employees, attorneys, accountants, advisors and representatives of such party, including,
without limitation, all subsidiaries of such specified party, and all such Persons with respect to such subsidiaries. The Related Persons
of Ever Harvest shall be deemed to be “Representatives” of Ever Harvest, as applicable.


 


SEC. “SEC”
shall mean the United States Securities and Exchange Commission.


 


Securities Act. “Securities
Act” shall mean the United States Securities Act of 1933, as amended.


 


Taxes. “Taxes”
shall mean all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including,
but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions,
intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll,
employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway
use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom,
duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or
additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.


 


Tax Group. “Tax
Group” shall mean any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which
Ever Harvest is now or was formerly a member.


 


Tax Return. “Tax
Return” shall mean any return, declaration, report, claim for refund or credit, information return, statement or other similar document
filed with any Governmental Body with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.


 


Transaction Agreements.
“Transactional Agreements” shall mean this Agreement and any agreement or document to be executed pursuant to this Agreement.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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ANNEX A


 


 


	Stockholder	Number of Shares of Common Stock of Ever Harvest Held
	YANG Huichun	5,678
	LEE Wai Hong Alex	4,322
	 	 
	 	TOTAL 10,000


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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