Exhibit 10.1


 


SHARE
EXCHANGE AGREEMENT


 


BY AND AMONG


 


American
Education Center Inc.


 


AEC
Southern Management Co., LTD


 


AND


 


Persons
listed in Exhibit A hereof


 


DATED: November
8, 2016


 




     


     


    

 


Share
Exchange Agreement


 


This Share Exchange
Agreement, dated as of November 8, 2016, is made by and among American Education Center Inc.,
a Nevada corporation (the “Acquiror Company” or “AEC Nevada”), AEC Southern Management Co., LTD, a company
formed pursuant to the laws of England and Wales (the “Acquiree Company” or “AEC England and Wales”), and
the persons listed in Exhibit A hereof (collectively, the “Shareholders”; each, a “Shareholder”).


 


BACKGROUND


 


WHEREAS, two of the
Shareholders, Ye Tian and Rongxia Wang, being the owners of record of one-hundred percent
(100%) of the issued share capital of Acquiree Company (the “Acquiree Company Record Owners”), have agreed to
transfer to the Acquiror Company, and the Acquiror Company has agreed to acquire from the Shareholders, 10,000 shares of ordinary
shares which represent one-hundred percent (100%) of the issued and outstanding shares of the Acquiree Company’s ordinary
shares (the “Shares”), in exchange for 1,500,000 shares of Acquiror Company’s common stock (the “Acquiror
Company Exchange Shares”) to be issued on the Closing Date. The Acquiror Company Exchange
Shares shall constitute 4.65% of the Acquiror Company’s issued and outstanding shares of common stock immediately
after the closing of the Share Exchange (as defined herein); and


 


WHEREAS, in connection
with the Share Exchange and simultaneously with the closing of the Share Exchange, the Acquiror Company desires to hire Mr. Yangying
Zou as the chief executive officer of Acquiree Company, and desires to issue to Mr. Yangying Zou 1,500,000 Shares of Acquiror Company’s
common stock (the “Service Shares”, together with Acquiror Company Exchange Shares, the “Acquiror Company Shares”)
for services to be provided as Acquiree Company’s chief executive officer immediately following the Closing Date (as defined
herein). The Service Shares shall constitute 4.65% of the Acquiror Company’s
issued and outstanding shares of common stock immediately after the closing of the Share Exchange. 



 


NOW THEREFORE, in consideration
of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION I

DEFINITIONS


 


Unless the context
otherwise requires, the terms defined in this Section 1 will have the meanings herein specified for all purposes of this Agreement,
applicable to both the singular and plural forms of any of the terms herein defined.


 


1.1           “Accredited
Investor” has the meaning set forth in Regulation D under the Securities Act and set forth on Exhibit C.


 


1.2           “Acquiree
Company” means AEC Southern Management Co., LTD, a company formed pursuant to the laws of England and Wales.


 




     


     


    

 


1.3           “Acquiree
Company Subsidiaries” means all of the direct and indirect Subsidiaries of the Acquiree Company, if any, including
but not limited to, AEC Southern Management Limited, a company formed pursuant to the laws of Hong Kong, and 前海美教
(深圳) 咨询管理有限公司, a
wholly owned foreign enterprise organized under the laws of the People’s Republic of China.


 


1.4           “Acquiror
Company” means American Education Center Inc., a Nevada corporation.


 


1.5           “Acquiror
Company Board” means the Board of Directors of the Acquiror Company.


 


1.6           “Acquiror
Company Common Stock” means the Acquiror Company’s common stock, par value US $0.001 per share.


 


1.7           “Acquiror
Company Shares” means the common stock of the Acquiror Company being issued to the Shareholders pursuant hereto.


 


1.8           “Affiliate”
shall mean, with respect to any Person, any other Person that (a) directly or indirectly, whether through one or more intermediaries
or otherwise, controls or is controlled by or is under common control with such Person. For purposes of this definition, “control”
(including with correlative meanings “controlled by” and “under common control with”) of a Person means
the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise. For the purposes of this definition, a Person shall be deemed to control
any of his or her immediate family members.


 


1.9           “Agreement”
means this Share Exchange Agreement, including all Schedules and Exhibits hereto, as this Share Exchange Agreement may be from
time to time amended, modified or supplemented.


 


1.10         “Closing”
has the meaning set forth in Section 3.1.


 


1.11         “Closing
Date” has the meaning set forth in Section 3.1.


 


1.12         “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.13         “Commission”
means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and the Exchange
Act.


 


1.14         “Equity
Security” means 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.


 


1.15         “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


1.16         “Exchange
Act” means the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same will then be in effect.


 




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1.17         “Exhibits”
means the several exhibits referred to and identified in this Agreement.


 


1.18         “GAAP”
means, with respect to any Person, United States generally accepted accounting principles applied on a consistent basis with such
Person’s past practices.


 


1.19         “Governmental
Authority” means any federal or national, state or provincial, municipal or local government, governmental authority, regulatory
or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision,
commission, court, tribunal, official, arbitrator or arbitral body, in each case whether U.S. or non-U.S.


 


1.20         “Indebtedness”
means 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.


 


1.21         “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.


 


1.22         “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.


 


1.23         “Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge 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.


 


1.24         “Material
Acquiror Company Contract” means any and all agreements, contracts, arrangements, leases, commitments or otherwise, of the
Acquiror Company, of the type and nature that the Acquiror Company would be required to file with the Commission.


 


1.25         “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 Acquiror Company
or the Acquiree Company, as the case may be, in each case taken as a whole or (b) materially impair the ability of the Acquiror
Company or the Acquiree Company, as the case may be, to perform their obligations under this Agreement, 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 Acquiror Company or the Acquiree Company, as the case may be, operate or (c)
result in litigation, claims, disputes or property loss in excess of US$50,000
in the future, and that would prohibit or otherwise materially interfere with the ability of any party to this Agreement to perform
any of its obligations under this Agreement in any material respect.


 




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1.26         “Non-US
person” has the meaning set forth in Regulation S under the Securities Act and set forth on Exhibit B.


 


1.27         “Order”
means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any
Governmental Authority.


 


1.28         “Organizational
Documents” means (a) the articles or certificate of incorporation and the by-laws or code of regulations of a corporation;
(b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement
and the certificate of limited partnership of a limited partnership; (d) the articles or certificate of formation and operating
agreement of a limited liability company; (e) any other document performing a similar function to the documents specified in clauses
(a), (b), (c) and (d) adopted or filed in connection with the creation, formation or organization of a Person; and (f) any and
all amendments to any of the foregoing.


 


1.29         “Permitted
Liens” means (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 material men 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; (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; and (d) Liens that would not have a Material Adverse Effect.


 


1.30         “Person”
means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint
ventures and other entities, governments, agencies and political subdivisions.


 


1.31         “Proceeding”
means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative)
commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.


 


1.32         “Regulation
D” means Regulation D under the Securities Act, as the same may be amended from time to time, or any successor statute.


 


1.33         “Regulation
S” means Regulation S under the Securities Act, as the same may be amended from time to time, or any successor statute. 


 


1.34         “Rule
144” means Rule 144 under the Securities Act, as the same may be amended from time to time, or any successor statute.


 




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1.35         “Schedules”
means the several schedules referred to and identified herein, setting forth certain disclosures, exceptions and other information,
data and documents referred to at various places throughout this Agreement.


 


1.36         “Section
4(2)” means Section 4(2) under the Securities Act, as the same may be amended from time to time, or any successor statute.


 


1.37         “Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same will be in effect at the time.


 


1.38         “Share
Exchange” has the meaning set forth in Section 2.1.


 


1.39         “Subsidiary”
means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person
(a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting
securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a
partnership or limited liability company; or (b) otherwise has the power to vote or to direct the voting of sufficient securities
to elect a majority of the board of directors or similar governing body.


 


1.40         “Survival
Period” has the meaning set forth in Section 10.1.


 


1.41         “Taxes”
means 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.


 


1.42         “Tax
Group” means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which
the Acquiror Company is now or was formerly a member.


 


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


 


1.44         “Transaction
Documents” means, collectively, all agreements, instruments and other documents to be executed and delivered in connection
with the transactions contemplated by this Agreement.


 


1.45         “Shares”
means the Acquiree Company’s shares of ordinary shares.


 




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1.46         “U.S.”
means the United States of America.


 


1.47         “U.S.
Dollars” or “US $” means the currency of the United States of America.


 


1.48         “GBP”
means the currency of the United Kingdom.


 


SECTION II

EXCHANGE OF SHARES, ISSUANCE OF SERVICE SHARES AND SHARE CONSIDERATION


 


2.1           Share
Exchange. At the Closing, two of the Shareholders, Ye Tian and Rongxia Wang, being the Acquiree Company Record Owners, shall
transfer a total of 10,000 Shares, representing one-hundred percent (100%) of the issued and outstanding Shares of the Acquiree
Company to the Acquiror Company, and in consideration therefor, Acquiror Company shall issue 1,500,000 fully paid and nonassessable
Acquiror Company Exchange Shares (the “Share Exchange”) to the Shareholders, each to receive such amounts of Acquiror
Company Exchange Shares as stated in Exhibit A hereto. 


 


2.2           Issuance
of Service Shares. In connection with the Share Exchange and simultaneously
with the closing of the Share Exchange, the Acquiror Company shall engage Mr. Yangying Zou as the chief executive officer of Acquiree
Company, and shall issue to Mr. Yangying Zou, as a consideration for services to be provided as chief executive officer of Acquiror
Company immediately following the Closing Date, Service Shares in such amounts as stated in Exhibit A hereto. Following
the Closing Date, Acquiree Company and Mr. Yangying Zou shall separately enter into a Service Agreement as soon as applicable.



 


2.3           Section
368 Reorganization. For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization”
within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan
of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding
the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is
making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the
Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization
status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with
respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without
limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to
qualify as a reorganization under Section 368 of the Code. 


 


SECTION III

CLOSING DATE


 


3.1           Closing
Date. The closing of the Share Exchange (the “Closing”) shall take place at 10:00 a.m. Eastern Time on the day
all of the closing conditions set forth in Sections 8 and 9 herein have been satisfied or waived, or at such other time and date
as the parties hereto shall agree in writing (the “Closing Date”), at the office of Acquiror Company, 2 Wall Street
Fl. 8, New York, NY 10005. In no event however, shall the Closing occur after December 31, 2016. 


 




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SECTION IV

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS


 


4.1          Generally.
Subject to the disclosures contained in the relevant Schedules attached hereto, each of the Shareholders, severally and not jointly,
hereby represents and warrants to the Acquiror Company as follows:


 


4.1.1        Authority.
The Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction
Documents to which the Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction
Documents to which the Shareholder is a party, and to perform the Shareholder’s obligations under this Agreement and each
of the Transaction Documents to which the Shareholder is a party. This Agreement has been, and each of the Transaction Documents
to which the Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by the Shareholder.
Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties
thereto, this Agreement is, and each of the Transaction Documents to which the Shareholder is a party have been, duly authorized,
executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder, enforceable
against the Shareholder in accordance with their respective 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.


 


4.1.2        No
Conflict. Neither the execution or delivery by the Shareholder of this Agreement or any Transaction Document to which the Shareholder
is a party, nor the consummation or performance by the Shareholder of the transactions contemplated hereby or thereby will, directly
or indirectly, (a) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time
or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which
the Shareholder is a party or by which the properties or assets of the Shareholder are bound; or (b) contravene, conflict with,
or result in a violation of, any Law or Order to which the Shareholder, or any of the properties or assets of the Shareholder,
may be subject.


 


4.1.3        Ownership
of Shares. The Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to
transfer to the Acquiror Company pursuant to this Agreement, the Shareholder’s Shares free and clear of any and all Liens.
Except as set forth on Schedule 4.1.3, there are no options, rights, voting trusts, stockholder agreements or any other
contracts or understandings to which such Shareholder is a party or by which the Shareholder or the Shareholder’s Shares
are bound with respect to the issuance, sale, transfer, voting or registration of the Shareholder’s Shares. At the Closing
Date, the Acquiror Company will acquire good, valid and marketable title to the Shareholder’s Shares free and clear of any
and all Liens.


 


4.1.4        Litigation.
There is no pending Proceeding against the Shareholder that involves the Shares or that challenges, or may have the effect of preventing,
delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge
of the Shareholder, no such Proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give
rise to or serve as a basis for the commencement of any such Proceeding.


 




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4.1.5        No
Brokers or Finders. No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim
against the Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and the
Shareholder will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or in connection
with, any such claim.


 


4.2          Investment
Representations. The Shareholder hereby represents and warrants, solely with respect to the Acquiror Company as follows:


 


4.2.1        Acknowledgment.
The Shareholder understands and agrees that the Acquiror Company Shares to be issued pursuant to this Agreement and the Share Exchange
have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the
Acquiror Company Shares is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities
Act for transactions by an issuer not involving a public offering.


 


4.2.2        Status.
By its execution of this Agreement, the Shareholder represents and warrants to the Acquiror Company that the Shareholder is either
(i) an Accredited Investor as defined in Regulation D and as set forth under Exhibit C hereof or sophisticated to have sufficient
knowledge and experience in financial and business matters to make the Shareholder capable of evaluating the merits and risks of
the prospective investment; or (ii) a “non-US person” as defined in Regulation S and further makes the representations
and warranties to the Acquiror Company set forth on Exhibit B. Such “non-US person” Shareholder is not required
to be registered as a broker-dealer under Section 15 of the Exchange Act and such Shareholder is not a broker-dealer, nor an affiliate
of a broker-dealer.


 


4.2.3        Stock
Legends. The Shareholder hereby agrees with the Acquiror Company as follows:


 


(a)          Securities
Act Legend. The certificate(s) evidencing the Acquiror Company Shares issued to the Shareholder, and each certificate issued
in transfer thereof, will bear the following legend:


 


If the Shareholder is a Non-US
Person under Regulation S:


 


THESE SECURITIES REPRESENTED
BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT
TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES
UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION
OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REQUIRED. FURTHER, HEDGING TRANSACTIONS WITH REGARD
TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 




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If the Shareholder is an Accredited
Investor under Regulation D:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.


 


(b)          Other
Legends. The certificate(s) representing such Acquiror Company Shares, and each certificate issued in transfer thereof, will
also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state
securities law, or contract.


 


(c)          Opinion.
The Shareholder will not transfer any or all of the Acquiror Company Shares absent an effective registration statement under the
Securities Act and applicable state securities law covering the disposition of the Shareholder’s Acquiror Company Shares,
as the case may be, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably
satisfactory to the Acquiror Company) to the effect that such transfer will be exempt from the registration and the prospectus
delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities
laws.


 


(d)          Consent.
The Shareholder understands and acknowledges that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless
the Shareholder comply with this Section 4.2.3. The Shareholder consents to the Acquiror Company making a notation on its records
or giving instructions to any transfer agent of the Acquiror Company’s Common Stock in order to implement the restrictions
on transfer of the Acquiror Company Shares.


 


4.2.4        Investment
Intent. The Shareholder is acquiring the Acquiror Company Shares for investment in its own account and not with an intent to
resell or otherwise dispose of the Acquiror Company Shares.


 


4.2.5        The
Shareholder understands that the Acquiror Company Shares are being offered and sold to the Shareholder in reliance upon the truth
and accuracy of the representations, warranties, agreements and understandings of the Shareholder set forth in this Agreement,
in order that the Acquiror Company may determine the applicability and availability of the exemptions from registration of the
Acquiror Company Shares on which the Acquiror Company is relying.


 




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4.2.6        Waiver
of Conflicts. The Shareholder understands that Hunter Taubman Fischer & Li LLC (“Hunter Taubman”) acts as the
legal counsel solely to the Acquiror Company under this Agreement. Each Shareholder has the opportunity to seek and receive independent
legal advice regarding the transaction contemplated under this Agreement and has not relied on any advice provided by Hunter Taubman
to enter into this Agreement. The Shareholder knowingly agrees to waive any conflict of interest of Hunter Taubman in its capacity
as counsel for the Acquiror Company with regard to this Agreement.


 


4.2.7        Non-Public
Material Information and Insider Trading. Each Shareholder acknowledges and agrees that he is expressly prohibited from purchasing
or selling securities of Acquiror Company based on any material non-public information obtained during the course of performing
services to the Company. In addition, each Shareholder is prohibited from informing, or "tipping," any other person about
such material information. Shareholder also agrees to comply with Acquiror Company's Insider Trading Policy (“ITP”),
as updated and amended from time to time if any, a copy of which he agrees to execute if provided to him; and (ii) in the absence
of an ITP, only upon prior consultation with Acquiror Company’s securities counsel.


 


SECTION V

REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE COMPANY


 


Subject to the disclosures
contained in the relevant Schedules attached hereto, the Acquiree Company represents and warrants to the Acquiror Company as follows:


 


5.1           Organization
and Qualification. The Acquiree Company is duly incorporated and validly existing pursuant to the laws of Hong Kong, has all
requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on
its business as presently 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 so organized, existing and in good
standing or to have such authority or power will not, in the aggregate, have a Material Adverse Effect. The Acquiree Company 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 makes such qualification, licensing or domestication necessary, except where the failure
to be so qualified, licensed or domesticated will not have a Material Adverse Effect. Set forth on Schedule 5.1 is a list
of those jurisdictions in which the Acquiree Company presently conducts its business, owns, holds and operates its properties and
assets.


 


5.2           Subsidiaries.
Except as set forth on Schedule 5.2, the Acquiree Company does not own directly or indirectly, any equity or other ownership
interest in any corporation, partnership, joint venture or other entity or enterprise.


 


5.3           Organizational
Documents. The copies of the Articles of Organization and the Articles of Incorporation of the Acquiree Company and the documents
which constitute all other Organizational Documents of the Acquiree Company, that have been delivered to the Acquiror Company prior
to the execution of this Agreement are true and complete and have not been amended or repealed. The Acquiree Company is not in
violation or breach of any of the provisions of its Organizational Documents.


 




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5.4           Authorization
and Validity of this Agreement. The Acquiree Company has all requisite authority and power (corporate and other), authorizations,
consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party,
to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree Company
is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree Company
is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered
in the name of the Acquiror Company. The execution, delivery and performance by the Acquiree Company of this Agreement and each
of the Transaction Documents to which the Acquiree Company is a party have been duly authorized by all necessary corporate action
and do not require from the Board of Directors of the Acquiree Company or the Shareholder any consent or approval that has not
been validly and lawfully obtained. The execution, delivery and performance by the Acquiree Company of this Agreement and each
of the Transaction Documents to which the Acquiree Company is a party requires no authorization, consent, approval, license, exemption
of or filing or registration with any Governmental Authority or other Person.


 


5.5           No
Violation. Neither the execution nor the delivery by the Acquiree Company of this Agreement or any Transaction Document to
which the Acquiree Company is a party, nor the consummation or performance by the Acquiree Company of the transactions contemplated
hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the
Organizational Documents of the Acquiree Company; (b) contravene, conflict with, constitute a default (or an event or condition
which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of,
or result in the imposition or creation of any Lien under, any agreement or instrument to which the Acquiree Company is a party
or by which the properties or assets of the Acquiree Company are bound; (c) contravene, conflict with, or result in a violation
of, any Law or Order to which the Acquiree Company, or any of the properties or assets owned or used by the Acquiree Company, may
be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental
Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals,
franchises or other rights held by the Acquiree Company or that otherwise relate to the business of, or any of the properties or
assets owned or used by, the Acquiree Company, except, in the cases of clauses (b), (c) and (d), for any such contraventions, conflicts,
violations, or other occurrences as would not have a Material Adverse Effect.


 


5.6           Binding
Obligations. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered
by the parties hereto and thereto other than the Acquiree Company, this Agreement and each of the Transaction Documents to which
the Acquiree Company is a party are duly authorized, executed and delivered by the Acquiree Company and constitute the legal, valid
and binding obligations of the Acquiree Company, enforceable against the Acquiree Company in accordance with their respective 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.


 




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5.7          Capitalization
and Related Matters.


 


5.7.1        Capitalization
of the Acquiree Company. The Acquiree Company has 10,000 shares of ordinary shares issued and outstanding, share price GBP
1.00 per share, with a capitalization of GBP 10,000. Except as set forth on Schedule 5.7.1, there are no outstanding or
authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange
rights or other securities or contracts that could require the Acquiree Company to issue, sell or otherwise cause to become outstanding
any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right
or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any
new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration
rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Acquiree Company. The issuance
of all of the Shares described in this Section 5.7.1 has been in compliance with the laws of Hong Kong. All issued and outstanding
Shares of the Acquiree Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have
not been issued in violation of any preemptive or similar rights. The owners of the Shares of the Acquiree Company own, and have
good, valid and marketable title to, all the Shares of the Acquiree Company.


 


5.7.2        No
Redemption Requirements. There are no outstanding contractual obligations (contingent or otherwise) of the Acquiree Company
to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in,
the Acquiree Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in
any other Person.


 


5.8          Compliance
with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree
Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8,
the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any
applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving
an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse
Effect, the Acquiree Company is not, and is not alleged to be, 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 its 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 the Acquiree Company is a party or by which any of the Acquiree Company’s properties,
assets or rights are bound or affected. To the knowledge of the Acquiree Company, no other party to any material contract, agreement,
lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice
or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation
or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating
to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that
prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance
with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.


 




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5.9           Certain
Proceedings. There is no pending Proceeding that has been commenced against the Acquiree Company and that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated in
this Agreement. To the Acquiree Company’s knowledge, no such Proceeding has been threatened.


 


5.10         No
Brokers or Finders. No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim
against the Acquiree Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and
the Acquiree Company will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or
in connection with, any such claim.


 


5.11         Title
to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiree Company owns (with good and
marketable title in the case of real property) or holds under valid leases or other rights to use all real property and equipment
necessary for the conduct of the business of the Acquiree Company as presently conducted, free and clear of all Liens, except Permitted
Liens. 


 


5.12         Recommendation
by the Board of Directors. The Board of Directors of the Acquiree Company has, by unanimous written consent, determined that
this Agreement and the transactions contemplated by this Agreement, are advisable and in the best interests of the Acquiree Company
and its Shareholders.


 


5.13         Intellectual
Property. The Acquiree Company and its Subsidiaries own or possess all patents, trademarks, domain names (whether or not registered)
and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto,
service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary
for the conduct of its business as now conducted without any conflict with the rights of others.


 


5.14         Due
Diligence. The Acquiree Company has had the opportunity to perform all due diligence investigations of the Acquiror Company
and its business. The Acquiree Company has reviewed sufficient information to allow it to make the satisfactory evaluation on the
merits and risks of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing herein shall derogate
from or otherwise modify the representations and warranties of the Acquiror Company set forth in this Agreement, on which the Shareholder
has relied in making an exchange of their Shares of the Acquiree Company for the Acquiror Company Exchange Shares.


 


5.15         Liabilities.
Except as indicated in the financial statements or disclosed within this Agreement and those incurred in the ordinary business
hereto, neither the Acquiree Company or its Subsidiaries, if any, has incurred any external liabilities, obligations, claims or
losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) which, individually
or in the aggregate, are reasonably likely to cause a Material Adverse Effect. 


 


5.16         Adverse
Interest. No current officer, director or Person known to the Acquiree Company or its Subsidiaries to be the record or beneficial
owner in excess of 5% of such entity’s outstanding stock, is a party adverse to the Acquiree Company or its Subsidiaries
or has a material interest adverse to the Acquiree Company or its Subsidiaries in any material pending Proceeding.


 




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5.17         No
Material Adverse Effect. Neither the Acquiree Company nor any of its Subsidiaries has suffered a Material Adverse Effect.


 


5.18         Licenses.
The Acquiree Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises
and rights that are necessary for the Acquiree Company to engage in its business as currently conducted and to permit the Acquiree
Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively,
“Acquiree Company Permits”). The Acquiree Company has not received notice from any Governmental Authority or other
Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for the Acquiree Company
to engage in its business as currently conducted and to permit the Acquiree Company to own and use its properties and assets in
the manner in which it currently owns and uses such properties and assets. The Acquiree Company Permits are valid and in full force
and 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 Acquiree Company Permit; or (b) result, directly
or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiree
Company Permit. The Acquiree Company has not received notice from any Governmental Authority or any other Person regarding: (a)
any actual, alleged, possible or potential contravention of any Acquiree Company Permit; or (b) any actual, proposed, possible
or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiree Company Permit.
All applications required to have been filed for the renewal of such Acquiree Company 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 Acquiree Company Permits
have been duly made on a timely basis with the appropriate Persons. All Acquiree Company 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.


 


5.19         Waiver
of Conflicts. The Acquiree Company understands that Hunter Taubman acts as the legal counsel solely to the Acquiror Company
under this Agreement. Acquiree Company has the opportunity to seek and receive independent legal advice regarding the transaction
contemplated under this Agreement and has not relied on any advice provided by Hunter Taubman to enter into this Agreement. The
Acquiree Company knowingly agrees to waive any conflict of interest of Hunter Taubman in its capacity as counsel for the Acquiror
Company with regard to this Agreement.


 


SECTION VI

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY


 


Subject to the disclosures
contained in the relevant Schedules attached hereto, the Acquiror Company represents and warrants to the Shareholders and the Acquiree
Company as follows:


 


6.1           Organization
and Qualification. The Acquiror Company is duly organized, validly existing and in good standing under the laws of Nevada,
has all requisite corporate authority and power, governmental licenses, authorizations, consents and approvals to carry on its
business as presently conducted. Schedule 6.1 sets forth a true, correct and complete list of the Acquiror Company’s
jurisdiction of organization and each other jurisdiction in which the Acquiror Company presently conducts its business or owns,
holds and operates its properties and assets.


 




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6.2           Subsidiaries.
Except as disclosed in Schedule 6.2, the Acquiror Company does not own, directly or indirectly, any equity or other ownership
interest in any corporation, partnership, joint venture or other entity or enterprise.


 


6.3           Organizational
Documents. True, correct and complete copies of the Organizational Documents of the Acquiror Company have been delivered to
the Acquiree Company prior to the execution of this Agreement, and no action has been taken to amend or repeal such Organizational
Documents since such date of delivery. The Acquiror Company is not in violation or breach of any of the provisions of its Organizational
Documents.


 


6.4           Authorization.
The Acquiror Company has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents
and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiror Company is a party, to consummate
the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiror Company is a party
and to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiror Company is a party.
The execution, delivery and performance by the Acquiror Company of this Agreement and each of the Transaction Documents to which
the Acquiror Company is a party have been duly authorized by all necessary corporate action and do not require from the Acquiror
Company Board any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance
by the Acquiror Company of this Agreement and each of the Transaction Documents to which the Acquiror Company is a party requires
no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.


 


6.5           No
Violation. Except as set forth on Schedule 6.5, neither the execution nor the delivery by the Acquiror Company of this
Agreement or any Transaction Document to which the Acquiror Company is a party, nor the consummation or performance by the Acquiror
Company of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result
in a violation of any provision of the Organizational Documents of the Acquiror Company; (b) contravene, conflict with, constitute
a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in
the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which
the Acquiror Company is a party or by which the properties or assets of the Acquiror Company are bound; (c) contravene, conflict
with, or result in a violation of, any Law or Order to which the Acquiror Company, or any of the properties or assets owned or
used by the Acquiror Company, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements
of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits,
authorizations, approvals, franchises or other rights held by the Acquiror Company or that otherwise relate to the business of,
or any of the properties or assets owned or used by, the Acquiror Company, except, in the case of clauses (b), (c), or (d), for
any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.


 


6.6           Binding
Obligations. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered
by the parties hereto and thereto other than the Acquiror Company, this Agreement and each of the Transaction Documents to which
the Acquiror Company is a party are duly authorized, executed and delivered by the Acquiror Company and constitutes the legal,
valid and binding obligations of the Acquiror Company, enforceable against the Acquiror Company in accordance with their respective
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.


 




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6.7          Securities
Laws. Assuming the accuracy of the representations and warranties of the Shareholder, contained in Section 4 and Exhibit
B (if the Shareholder is a Non-US person) or Exhibit C (if the Shareholder is an Accredited Investor), the issuance
of the Acquiror Company Shares pursuant to this Agreement will be when issued in accordance with the terms of this Agreement, issued
in accordance with exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration
permit or qualification requirements of all applicable state securities laws.


 


6.8          Capitalization
and Related Matters.


 


6.8.1        Capitalization.
The authorized capital stock of the Acquiror Company consists of two hundred million (200,000,000) shares: 200,000,000
shares of the Acquiror Company’s Common Stock are authorized, par value $0.001, of which 32,350,000 are issued and outstanding
prior to the Share Exchange. All issued and outstanding shares of the Acquiror Company’s Common Stock immediately prior to
the Share Exchange are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of
any preemptive or similar rights. At the Closing Date, the Acquiror Company will have sufficient authorized and unissued Acquiror
Company’s Common Stock to consummate the transactions contemplated hereby. There are no outstanding options, warrants, purchase
agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts
that could require the Acquiror Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued
shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of
capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There
are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first
refusal or other contracts pertaining to the capital stock of the Acquiror Company. The issuance of all of the shares of Acquiror
Company’s Common Stock described in this Section 6.8.1 have been in compliance with U.S. federal and state securities laws
and state corporate laws and no stockholder of the Acquiror Company has any right to rescind or bring any other claim against the
Acquiror Company for failure to comply under the Securities Act, or state securities laws.


 


6.8.2        No
Redemption Requirements. There are no outstanding contractual obligations (contingent or otherwise) of the Acquiror Company
to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in,
the Acquiror Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in
any other Person.


 


6.8.3        Duly
Authorized. The issuance of the Acquiror Company Shares has been duly authorized and, upon delivery to the Shareholder of certificates
therefor in accordance with the terms of this Agreement, the Acquiror Company Shares will have been validly issued and fully paid,
and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be
free and clear of all Liens and restrictions, other than Liens created by the Shareholder and restrictions on transfer imposed
by this Agreement and the Securities Act.


 




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6.9           Compliance
with Laws. The business and operations of the Acquiror Company, to the knowledge of the Acquiror Company, have been and are
being conducted in accordance with all applicable Laws and Orders. The Acquiror Company has not received notice of any violation
(or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiror Company
and, to the knowledge of the Acquiror Company, no Proceeding involving an allegation of violation of any applicable Law or Order
is threatened or contemplated. The Acquiror Company is not subject to any obligation or restriction of any kind or character, nor
is there, to the knowledge of the Acquiror Company, any event or circumstance relating to the Acquiror Company that materially
and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiror Company from entering
into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement
or the consummation of the transactions contemplated hereby.


 


6.10         Certain
Proceedings. There is no pending Proceeding that has been commenced against the Acquiror Company and that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by
this Agreement. To the knowledge of the Acquiror Company, no such Proceeding has been threatened.


 


6.11         No
Brokers or Finders. Except as disclosed in Schedule 6.11, no Person has, or as a result of the transactions contemplated
herein will have, any right or valid claim against the Acquiror Company for any commission, fee or other compensation as a finder
or broker, or in any similar capacity.


 


6.12         Absence
of Undisclosed Liabilities. Except as set forth on Schedule 6.12, as hereafter defined, (a) the Acquiror Company has
no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due,
whether or not known to the Acquiror Company) arising out of any transaction entered into at or prior to the Closing Date or any
act or omission at or prior to the Closing Date, except to the extent set forth on or reserved against on the Acquiror Company
Balance Sheet, (b) any and all debts, obligations or liabilities with respect to directors and officers of the Acquiror Company
and of the Acquiror Company will be cancelled prior to the Closing and (c) the Acquiror Company has not incurred any liabilities
or obligations under agreements entered into, in the usual and ordinary course of business.


 


6.13         Changes.
The Acquiror Company has conducted its business in the usual and ordinary course of business consistent with past practice and
has not, except as disclosed to the Shareholders:


 


6.13.1      Ordinary
Course of Business. Entered into any transaction other than in the usual and ordinary course of business, except for this Agreement
and each of the Transaction Documents;


 


6.13.2      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 other than changes, events or conditions in the usual and ordinary course
of its business or those that would not have a Material Adverse Effect;


 




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6.13.3      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;


 


6.13.4      Liens.
Created or permitted to exist any Lien on any material property or asset of the Acquiror Company, other than Permitted Liens;


 


6.13.5      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;


 


6.13.6      Dividends.
Declared, set aside, made or paid any dividend or other distribution to any of its stockholders;


 


6.13.7      Material
Acquiror Company Contracts. Terminated or modified any Material Acquiror Company Contract, except for termination upon expiration
in accordance with the terms thereof;


 


6.13.8      Claims.
Released, waived or cancelled any claims or rights relating to or affecting the Acquiror Company in excess of US $50,000 in the
aggregate or instituted or settled any Proceeding involving in excess of US $50,000 in the aggregate;


 


6.13.9      Discharged
Liabilities. Paid, discharged or satisfied any claim, obligation or liability in excess of US $50,000 in the aggregate, except
for liabilities incurred prior to the date of this Agreement in the ordinary course of business;


 


6.13.10    Indebtedness.
Created, incurred, assumed or otherwise become liable for any Indebtedness in excess of US $50,000 in the aggregate, other than
professional fees;


 


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


 


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


 


6.13.13    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;


 


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


 


6.14        Material
Acquiror Company Contracts. The Acquiror Company has provided to the Acquiree Company, prior to the date of this Agreement,
true, correct and complete copies of each written Material Acquiror Company Contract, including each amendment, supplement and
modification thereto.


 




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6.14.1      No
Defaults. Each Material Acquiror Company Contract is a valid and binding agreement of the Acquiror Company that is party thereto,
and is in full force and effect. The Acquiror Company is not in breach or default of any Material Acquiror Company Contract to
which it is a party and, to the knowledge of the Acquiror Company, no other party to any Material Acquiror Company Contract is
in breach or default thereof. No event has occurred or circumstance exists 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 Material Acquiror Company Contract or (b) permit the Acquiror Company 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 Material Acquiror
Company Contract. The Acquiror Company has not received notice of the pending or threatened cancellation, revocation or termination
of any Material Acquiror Company Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or
outstanding rights to renegotiate any material terms of any Material Acquiror Company Contract.


 


6.15        Employees.


 


6.15.1      Except
as set forth on Schedule 6.15.1, the Acquiror Company has no employees, independent contractors or other Persons providing
services to them. Except as would not have a Material Adverse Effect, the Acquiror Company is in full compliance with all Laws
regarding employment, wages, hours, benefits, equal opportunity, collective bargaining, the payment of Social Security and other
taxes, and occupational safety and health. The Acquiror Company is not liable for the payment of any compensation, damages, taxes,
fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Laws.


 


6.15.2      No
director, officer or employee of the Acquiror Company is a party to, or is otherwise bound by, any contract (including any confidentiality,
non-competition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect
(a) the performance of his or her duties as a director, officer or employee of the Acquiror Company or (b) the ability of the Acquiror
Company to conduct its business. 


 


6.16        Tax
Returns and Audits.


 


6.16.1      Tax
Returns. The Acquiror Company has filed all material Tax Returns required to be filed (if any) by or on behalf of the Acquiror
Company and has paid all material Taxes of the Acquiror Company required to have been paid (whether or not reflected on any Tax
Return). No Governmental Authority in any jurisdiction has made a claim, assertion or threat to the Acquiror Company that the Acquiror
Company is or may be subject to taxation by such jurisdiction; there are no Liens with respect to Taxes on the Acquiror Company’s
property or assets other than Permitted Liens; and there are no Tax rulings, requests for rulings, or closing agreements relating
to the Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof.


 


6.16.2      No
Adjustments, Changes. Neither the Acquiror Company nor any other Person on behalf of the Acquiror Company (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 state, 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 state, local or foreign law.


 




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6.16.3      No
Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of
the Acquiror Company, nor is any such claim or dispute pending or contemplated. The Acquiror Company has delivered to the Acquiree
Company true, correct and complete copies of all Tax Returns and examination reports and statements of deficiencies assessed or
asserted against or agreed to by the Acquiror Company, if any, since its inception and any and all correspondence with respect
to the foregoing.


 


6.16.4      Not
a U.S. Real Property Holding Corporation. The Acquiror Company is not and has not been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii)
of the Code.


 


6.16.5      No
Tax Allocation, Sharing. The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.


 


6.16.6      No
Other Arrangements. The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result,
individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G
or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of
the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property”
within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company 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 Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in
any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized
by reason of Section 1031 of the Code. The Acquiree Company is not a party to any reportable transaction within the meaning of
Treasury Regulation Section 1.6011-4.


 


6.17         Intentionally
Left Blank.


 


6.18         Litigation;
Orders. Except as set forth in Schedule 6.18, there is no Proceeding (whether federal, state, local or foreign) pending
or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s
properties, assets, business or employees; and to the knowledge of the Acquiror Company, there is no fact that might result in
or form the basis for any such Proceeding. The Acquiror Company is not subject to any Orders.


 


6.19         Intentionally
Left Blank.


 


6.20         Governmental
Inquiries. The Acquiror Company has provided to the Acquiree Company a copy of each material written inspection report, questionnaire,
inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s
response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental
Authority.


 


6.21         Bank
Accounts and Safe Deposit Boxes. The Acquiror Company does not have any bank or other deposit or financial account, nor does
the Acquiror Company have any lock boxes or safety deposit boxes.         


 




    	 	20	 



     


    

 


6.22        Intellectual
Property. The Acquiror Company does not own, use or license any Intellectual Property in its business as presently conducted.


 


6.23        Title
to Properties. Except as set forth on Schedule 6.23, the Acquiror Company owns (with good and marketable title in the
case of real property) or holds under valid leases the rights to use all real property, equipment and other personal property necessary
for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. 


 


6.24        Stock
Option Plans; Employee Benefits.


 


6.24.1      Except
as set forth on Schedule 6.24.1,the Acquiror Company has no stock option plans providing for the grant by the Acquiror Company
of stock options to directors, officers, employees or contractors.


 


6.24.2      The
Acquiror Company has no employee benefit plans or arrangements covering their present and former employees or providing benefits
to such persons in respect of services provided to the Acquiror Company.


 


6.24.3      Neither
the consummation of the transactions contemplated hereby alone, nor in combination with another event, with respect to each director,
officer, employee and consultant of the Acquiror Company, will result in (a) any payment (including, without limitation, severance,
unemployment compensation or bonus payments) becoming due from the Acquiror Company, (b) any increase in the amount of compensation
or benefits payable to any such individual or (c) any acceleration of the vesting or timing of payment of compensation payable
to any such individual. No agreement, arrangement or other contract of the Acquiror Company provides benefits or payments contingent
upon, triggered by, or increased as a result of a change in the ownership or effective control of the Acquiror Company.


 


6.25        Money
Laundering Laws. The operations of the Acquiror Company is and has been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
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 Authority (collectively, the “Money
Laundering Laws”) and no Proceeding involving the Acquiror Company with respect to the Money Laundering Laws is pending or,
to the knowledge of the Acquiror Company, threatened.


 


6.26        Board
Recommendation. The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions
contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly
authorized this Agreement and the transactions contemplated by this Agreement.


 


6.27        Certain
Registration Matters. The Acquiror Company has not granted or agreed to grant any person any rights (including “piggy-back
registration rights) to have any securities of the Acquiror Company registered with the Commission or any other Governmental Authority
that have not been satisfied. 


 




    	 	21	 



     


    

 


SECTION VII


COVENANTS
AND AGREEMENTS OF THE PARTIES


 


7.1           Corporate
Examinations and Investigations. Prior to the Closing, each party shall be entitled, through its employees and representatives,
to make such investigations and examinations of the books, records and financial condition of the Acquiree Company and the Acquiror
Company as each party may reasonably request. In order that each party may have the full opportunity to do so, the Acquiree Company,
the Acquiror Company and the Acquiree Company Record Owners shall furnish each party and its representatives during such period
with all such information concerning the affairs of the Acquiree Company or the Acquiror Company as each party or its representatives
may reasonably request and cause the Acquiree Company or the Acquiror Company and their respective officers, employees, consultants,
agents, accountants and attorneys to cooperate fully with each party’s representatives in connection with such review and
examination and to make full disclosure of all information and documents requested by each party and/or its representatives. Any
such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances, with copies thereof
to be provided to each party and/or its representatives upon request.


 


7.2           Cooperation;
Consents. Prior to the Closing, each party shall cooperate with the other parties and shall (i) in a timely manner make all
necessary filings with, and conduct negotiations with, all authorities and other Persons the consent or approval of which, or the
license or permit from which is required for the consummation of the Share Exchange and (ii) provide to each other party such information
as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.


 


7.3           Conduct
of Business. Subject to the provisions hereof, from the date hereof through the Closing, each party hereto shall (i) conduct
its business in the ordinary course and in such a manner so that the representations and warranties contained herein shall continue
to be true and correct in all material respects as of the Closing as if made at and as of the Closing and (ii) not enter into any
material transactions or incur any material liability (except in the ordinary course of its business) not required or specifically
contemplated hereby, without first obtaining the written consent of the Acquiree Company and the holders of a majority of voting
stock of the Acquiree Company, on the one hand, and the Acquiror Company and the holders of a majority of the Acquiror Company
Common Stock, on the other hand. Without the prior written consent of the Acquiree Company, the Acquiree Company Record Owners
or the Acquiror Company, except as required or specifically contemplated hereby, each party shall not undertake or fail to undertake
any action if such action or failure would render any of said warranties and representations untrue in any material respect as
of the Closing.


 


7.4           Litigation.
From the date hereof through the Closing, each party hereto shall promptly notify the representative of the other parties of any
known Proceeding which after the date hereof are threatened or commenced against such party or any of its affiliates or any officer,
director, employee, consultant, agent or Acquiree Company Record Owners thereof, in their capacities as such, which,
if decided adversely, could reasonably be expected to have a Material Adverse Effect upon the condition (financial or otherwise),
assets, liabilities, business, operations or prospects of such party or any of its Subsidiaries.


 


7.5           Notice
of Default. From the date hereof through the Closing, each party hereto shall give to the representative of the other parties
prompt written notice of the occurrence or existence of any event, condition or circumstance occurring which would constitute a
violation or breach of this Agreement by such party or which would render inaccurate in any material respect any of such party’s
representations or warranties herein.


 




    	 	22	 



     


    

 


7.6           Public
Disclosure. Except to the extent previously disclosed or to the extent the parties are required by applicable law or regulation
to make disclosure, prior to Closing, no party shall issue any statement or communication to the public regarding the transaction
contemplated herein without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party
hereto believes it is required by law or regulation to make disclosure regarding the transaction, it shall, if possible, immediately
notify the other party prior to such disclosure and provide the opportunity for the other party to make reasonable comments to
such disclosure.


 


7.7           No
Loans or Advances.  Except for loans and advances outstanding as of the Closing Date or such loans and advances that are
in compliance with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, the Acquiree Company will
not make any loans, advances or other extensions of credit to the executive officers or directors of the Acquiree Company, any
Subsidiary or any family member or Affiliate of any of such executive officers or directors.


 


SECTION VIII

CONDITIONS PRECEDENT OF THE ACQUIROR COMPANY


 


The Acquiror Company’s
obligation to acquire the Shares and to take the other actions required to be taken by the Acquiror Company at the Closing Date
is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived
by the Acquiror Company, in whole or in part):


 


8.1           Accuracy
of Representations. The representations and warranties of the Acquiree Company and the Acquiree Company Record Owners set forth
in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be
true and correct in all material respects as of the date of this Agreement except to the extent a representation or warranty is
expressly limited by its terms to another date and without giving effect to any supplemental Schedule.


 


8.2           No
Force Majeure Event. There shall not have been any delay, error, failure or interruption in the conduct of the business of
the Acquiree Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited
to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.


 


8.3           Consents.
All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made,
by the Acquiree Company and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation
by them of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree Company or the Acquiree
Company Record Owners, as the case may be, except where the failure to receive such consents, waivers, approvals, authorizations
or orders or to make such filings would not have a Material Adverse Effect on the Acquiree Company or the Acquiror Company. 


 




    	 	23	 



     


    

 


8.4           Certificate
of Officer. The Acquiree Company will have delivered to the Acquiror Company a certificate executed by the Officer of the Acquiree
Company, certifying the satisfaction of the conditions specified in Sections 8.1, 8.2, and 8.3 relating to the Acquiree Company.


 


8.5           Documents.
The Acquiree Company and the Acquiree Company Record Owners must deliver to the Acquiror Company at the Closing:


 


8.5.1        certificate
evidencing the number of Shares held by each Acquiree Company Record Owner, along with executed transfer forms transferring such
Acquiree Company Exchange Shares to the Acquiror Company together with a certified copy of a board resolution of the Acquiree Company
approving the registration of the transfer of such shares to Acquiror Company (subject to Closing and payment of stamp duty);


 


8.5.2        a
Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of the Acquiree
Company, (B) the resolutions of the Board of Directors of the Acquiree Company approving this Agreement and the transactions contemplated
hereby; and (C) the incumbency of each authorized officer of the Acquiree Company signing this Agreement and any other agreement
or instrument contemplated hereby to which the Acquiree Company is a party; 


 


8.5.3        each
of the Transaction Documents to which the Acquiree Company and/or the Acquiree Company Record Owners is a party, duly executed;



 


8.5.4        such
other documents as the Acquiror Company may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations
and warranties of the Acquiree Company and the Acquiree Company Record Owners pursuant to Section 8.1, (B) evidencing the
performance of, or compliance by the Acquiree Company and the Acquiree Company Record Owners with, any covenant or obligation
required to be performed or complied with by the Acquiree Company or the Acquiree Company Record Owners, as the case may be, (C) evidencing
the satisfaction of any condition referred to in this Section 8, or (D) otherwise facilitating the consummation or performance
of any of the transactions contemplated by this Agreement.


 


8.6           No
Proceedings. There must not have been commenced or threatened against the Acquiree Company or the Acquiree Company Record Owners,
or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Closing Date) (a) involving any
challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or
(b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated
by this Agreement.


 


8.7           No
Claim Regarding Stock Ownership or Consideration. There must not have been made or threatened by any Person any claim asserting
that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other
stock, voting, equity, or ownership interest in, the Acquiree Company, or (b) is entitled to all or any portion of the Acquiror
Company Exchange Shares.


 




    	 	24	 



     


    

 


SECTION IX

CONDITIONS PRECEDENT OF THE ACQUIREE COMPANY AND THE SHAREHOLDERS


 


The Acquiree Company
Record Owners’ obligation to transfer the Shares and the obligations of the Acquiree Company to take the other actions required
to be taken by the Acquiree Company in advance of or at the Closing Date are subject to the satisfaction, at or prior to the Closing
Date, of each of the following conditions (any of which may be waived by the Acquiree Company and the Acquiree Company Record Owners
jointly, in whole or in part):


 


9.1           Accuracy
of Representations. The representations and warranties of the Acquiror Company set forth in this Agreement or in any Schedule
or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects
as of the date of this Agreement except to the extent a representation or warranty is expressly limited by its terms to another
date and without giving effect to any supplemental Schedule. 


 


9.2           No
Force Majeure Event. There shall not have been any delay, error, failure or interruption in the conduct of the business of
the Acquiror Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited
to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.


 


9.3           Consents. All
material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made,
by the Acquiror Company for the authorization, execution and delivery of this Agreement and the consummation by it of the
transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror Company, except where the
failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a
Material Adverse Effect on the Acquiree Company or the Acquiror Company.


 


9.4           Certificate
of Officer. The Acquiror Company will have delivered to the Acquiree Company a certificate, dated the Closing Date, executed
by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 9.1, 9.2, and 9.3 relating
to the Acquiror Company.


 


9.5           Documents.
The Acquiror Company must have caused the following documents to be delivered to the Acquiree Company and/or the Acquiree Company
Record Owners:


 


9.5.1        share
certificates evidencing a total of 1,500,000 shares of Acquiror Company Shares being issued to the Acquiree Company Record Owners
pursuant hereto;


 


9.5.2        a
Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of the Acquiror
Company, (B) the resolutions of the Acquiror Company Board approving this Agreement and the transactions contemplated hereby; and
(C) the incumbency of each authorized officer of the Acquiror Company signing this Agreement and any other agreement or instrument
contemplated hereby to which the Acquiror Company is a party;


 


9.5.3        each
of the Transaction Documents to which the Acquiror Company is a party, duly executed;


 




    	 	25	 



     


    

 


9.5.4        such
other documents as the Acquiree Company may reasonably request for the purpose of (i) evidencing the accuracy of any representation
or warranty of the Acquiror Company pursuant to Section 9.1, (ii) evidencing the performance by the Acquiror Company of, or the
compliance by the Acquiror Company with, any covenant or obligation required to be performed or complied with by the Acquiror Company,
(iii) evidencing the satisfaction of any condition referred to in this Section 9, or (iv) otherwise facilitating the consummation
of any of the transactions contemplated by this Agreement.


 


9.6           No
Proceedings. Since the date of this Agreement, there must not have been commenced or threatened against the Acquiror Company,
or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the date of this Agreement) (a) involving
any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that
may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated
hereby.


 


9.7           No
Claim Regarding Stock Ownership or Consideration. There must not have been made or threatened by any Person any claim asserting
that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Acquiror Company Common
Stock or any other stock, voting, equity, or ownership interest in, the Acquiror Company, or (b) is entitled to all or any portion
of the Acquiror Company Shares.


 


9.8           Intentionally
Left Blank.


 


SECTION X

INDEMNIFICATION; REMEDIES


 


10.1         Survival.
All representations, warranties, covenants, and obligations in this Agreement shall expire eighteen (18) months following the date
this Agreement is executed (the “Survival Period”). The right to payment of damages or other remedy based on such representations,
warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired
(or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect
to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of
any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant
or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations,
warranties, covenants, and obligations.


 


10.2         Breach
by the Shareholders. Nothing in this Section 10 shall limit the Acquiror Company’s right to pursue any appropriate legal
or equitable remedy against a Shareholder with respect to any damages from and after the execution of this Agreement, until the
expiration of the Survival Period, arising, directly or indirectly, from or in connection with: (a) any breach by the Shareholder
of any representation or warranty made by the Shareholder in this Agreement or in any certificate delivered by such Shareholder
pursuant to this Agreement or (b) any breach by the Shareholder of any covenants or obligation in this Agreement required to be
performed by the Acquiror Company on or prior to the Closing Date or after the Closing Date. 


 




    	 	26	 



     


    

 


SECTION XI

GENERAL PROVISIONS


 


11.1        Expenses.
Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred
in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement,
including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement,
the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this
Agreement by another party.


 


11.2        Confidentiality.


 


11.2.1      The
Acquiror Company, the Shareholders and the Acquiree Company will maintain in confidence, and will cause their respective directors,
officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence
from another party in connection with this Agreement or the transactions contemplated by this Agreement, unless (a) such information
is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available
through no fault of such party, (b) the use of such information is necessary or appropriate in obtaining any consent or approval
required for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information
is required by or necessary or appropriate in connection with legal proceedings.


 


11.2.2      In
the event that any party is required to disclose any information of another party pursuant to clause (b) or (c) of Section 11.2.1,
the party requested or required to make the disclosure (the “disclosing party”) shall provide the party that provided
such information (the “providing party”) with prompt notice of any such requirement so that the providing party may
seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 11.2. If, in the
absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party is nonetheless,
in the opinion of counsel, legally compelled to disclose the information of the providing party, the disclosing party may, without
liability hereunder, disclose only that portion of the providing party’s information which such counsel advises is legally
required to be disclosed, provided that the disclosing party exercises its reasonable efforts to preserve the confidentiality of
the providing party’s information, including, without limitation, by cooperating with the providing party to obtain an appropriate
protective order or other relief assurance that confidential treatment will be accorded the providing party’s information.


 


11.2.3      If
the transactions contemplated by this Agreement are not consummated, each party will return or destroy all of such written information
each party has regarding the other party.


 




    	 	27	 



     


    

 


11.3         Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or
by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and
shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail
return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having
been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized
standing), or (iv) if delivered by facsimile or electronic transmission, on the business day of such delivery if sent by 6:00 p.m.
in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed
confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction
or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section
11.3), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed
received on the second business day after the day notice is sent (as evidenced by a sworn affidavit of the sender). All such notices,
demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers
as applicable.


 


	
        If to Acquiror Company:

        American Education Center Inc.

        2 Wall Street, Fl. 8

        New York, NY 10005

        Attention: Max P. Chen

        Telephone No.: 631-721-7306
	
        with a copy, which shall not constitute

        notice, to:

        Hunter Taubman Fischer & Li LLC

        1450 Broadway, 26th Floor

        New York, NY 10018

        Attention: Louis E. Taubman

        Telephone No.: (212) 732-7184

	 	 
	
        If to the Acquiree Company or Shareholders:

        AEC Southern Management Co., LTD

        RM 101, Maple House, 118 High Street, Purley,

        London, England, UK, CR8 2AD

        Attention: Ye Tian
	 


 


11.4         Arbitration.
Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in the City of New York, County of
New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration
award in any court having jurisdiction.


 


11.5         Further
Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver
to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request
for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.


 


11.6         Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege
will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred
to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless
in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party
or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement
or the documents referred to in this Agreement.


 




    	 	28	 



     


    

 


11.7         Entire
Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written
agreement executed by the party against whom the enforcement of such amendment is sought.


 


11.8         Assignments,
Successors, and No Third-Party Rights. No party may assign any of its rights under this Agreement without the prior consent
of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure
to the benefit of and be enforceable by the respective successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.


 


11.9         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.


 


11.10       Section
Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section
or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.


 


11.11       Governing
Law. This Agreement will be governed by the laws of the State of New York without regard to conflicts of laws principles.


 


11.12       Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof. 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	29	 



     


    

 


SIGNATURE
PAGE OF ACQUIROR COMPANY


 


IN WITNESS WHEREOF,
the parties have executed and delivered this Share Exchange Agreement as of the date first written above.


 


	Acquiror Company:	 
	 	 
	American Education Center, Inc.	 
	A Nevada Corporation 	 
	 	 
	Signed: Max P. Chen	 
	By: Max P. Chen	 
	Title: President and Chairman of the Board	 


 




    	 	30	 



     


    

 


SIGNATURE
PAGE OF ACQUIREE COMPANY


 


IN WITNESS WHEREOF,
the parties have executed and delivered this Share Exchange Agreement as of the date first written above.


 


	Acquiree Company: 	 
	 	 
	AEC Southern Management Co., LTD	 
	A company formed pursuant to the laws of England and Wales	 
	 	 
	Signed: /s/ Ye Tian	 
	By: Ye Tian	 
	Title: Sole Director and Majority Shareholder	 


 




    	 	31	 



     


    

 


SIGNATURE
PAGE OF SHAREHOLDERS


 


IN WITNESS WHEREOF, the parties have executed and delivered
this Share Exchange Agreement as of the date first written above.


 


	Shareholders:	 
	 	 
	Signed: /s/ Yangying Zou	 
	Name: Yangying Zou	 
	 	 
	Address:	 
	 	 
	 	 
	 	 


 


	Shareholders:	 	 
	Signed: /s/ Ye Tian	 	Signed: /s/ Rongxia Wang
	Name: Ye Tian	 	Name: Rongxia Wang
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 


 




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Exhibit A


 


Shareholders
of Acquiror Company post-closing of the Share Exchange


 


	No.	 	Name	 	Shares of
 Acquiree
 Company	 	 	No. of Acquiror Company Shares to
 be received upon closing of the Share
 Exchange	 
	1	 	Ye Tian	 	 	5,100	 	 	 	750,000	 
	2	 	Rongxia Wang	 	 	4,900	 	 	 	750,000	 
	3	 	Yangying Zou	 	 	0	 	 	 	1,500,000	 
	 	 	Total:	 	 	10,000	 	 	 	3,000,000	 



 




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Exhibit B


 


NON U.S. PERSON REPRESENTATIONS


 


The Shareholder indicating that it is not
a U.S. person, severally and not jointly, further represents and warrants to the Acquiror Company as follows:


 


		1.	At the time of (a) the offer by the Acquiror Company and
(b) the acceptance of the offer by such person or entity, of the Acquiror Company Shares, such person or entity was outside the
United States.



 


		2.	Such person or entity is acquiring the Acquiror Company
Shares for such Shareholder’s own account, for investment and not for distribution or resale to others and is not purchasing
the Acquiror Company Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person,
in violation of the registration requirements of the Securities Act.



 


		3.	Such person or entity will make all subsequent offers and
sales of the Acquiror Company Shares either (x) outside of the United States in compliance with Regulation S; (y) pursuant to
a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act.
Specifically, such person or entity will not resell the Acquiror Company Shares to any U.S. person or within the United States
prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under
the Securities Act.



 


		4.	Such person or entity has no present plan or intention
to sell the Acquiror Company Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined
arrangements to sell the Acquiror Company Shares and is not acting as a Distributor of such securities.



 


		5.	Neither such person or entity, its Affiliates nor any Person
acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option,
short position or other similar instrument or position in the U.S. with respect to the Acquiror Company Shares at any time after
the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.



 


		6.	Such person or entity consents to the placement of a legend
on any certificate or other document evidencing the Acquiror Company Shares substantially in the form set forth in Section 4.2.3.



 


		7.	Such person or entity is not acquiring the Acquiror Company
Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration
provisions of the Securities Act.



 




    	 	34	 



     


    

 


		8.	Such person or entity has sufficient knowledge and experience
in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests
in connection with the transactions contemplated by this Agreement.



 


		9.	Such person or entity has consulted, to the extent that
it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Company
Shares.



 


		10.	Such person or entity understands the various risks of
an investment in the Acquiror Company Shares and can afford to bear such risks for an indefinite period of time, including, without
limitation, the risk of losing its entire investment in the Acquiror Company Shares.



 


		11.	Such person or entity has had access to the Acquiror Company’s
publicly filed reports with the SEC and has been furnished during the course of the transactions contemplated by this Agreement
with all other public information regarding the Acquiror Company that such person or entity has requested and all such public
information is sufficient for such person or entity to evaluate the risks of investing in the Acquiror Company Shares.



 


		12.	Such person or entity has been afforded the opportunity
to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror
Company Shares.



 


		13.	Such person or entity is not relying on any representations
and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the Acquiror
Company, other than those contained in this Agreement.



 


		14.	Such person or entity will not sell or otherwise transfer
the Acquiror Company Shares unless either (A) the transfer of such securities is registered under the Securities Act or (B)
an exemption from registration of such securities is available.



 


		15.	Such person or entity represents that the address furnished
on its signature page to this Agreement is the principal residence if he is an individual or its principal business address if
it is a corporation or other entity.



 


		16.	Such person or entity understands and acknowledges that
the Acquiror Company Shares have not been recommended by any federal or state securities commission or regulatory authority, that
the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror
Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.



 




    	 	35	 



     


    

 


EXHIBIT C





 


Definition
of “Accredited Investor”


 


The term “accredited investor” means:


 


		1.	Any bank as defined in section 3(a)(2) of the Securities
Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act
of 1934; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the
Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined in section
2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c)
or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security
Act of 1974 (“ERISA”) if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such
act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons
that are accredited investors;



 


		2.	Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;



 


		3.	Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		4.	Any director, executive officer, or general partner of
the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner
of that issuer;



 


		5.	Any natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;



 


		6.	Any natural person who had an individual income in excess
of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the current year;



 


		7.	Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii); and



 


		8.	Any entity in which all of the equity owners are accredited
investors.



 




    	 	36	 



     


    

 


 


Schedules of Share Exchange Agreement


 


In connection with
the Share Exchange Agreement dated as of November 8, 2016 (the “SEA”) made by and among American
Education Center Inc., a Nevada corporation (the “Acquiror Company” or “AEC Nevada”), AEC Southern
Management Co., LTD, a company formed pursuant to the laws of England and Wales (the “Acquiree Company” or “AEC
England and Wales”), and the persons listed in Exhibit A hereof (collectively,
the “Shareholders”; each, a “Shareholder”), being the owners of record of one-hundred percent (100%) of
the issued share capital of Acquiree Company, the Schedule is hereby delivered as contemplated under the SEA setting forth
the respective exceptions to the representations and warranties and covenants of the Acquiror Company, the Acquiree Company and
the Shareholders, as the case may be.


 


The section numbers
in this Schedule correspond to the respective section numbers in the SEA; provided, however, that any information disclosed herein
under any section number (including appendices) shall be deemed to be disclosed and incorporated in any other sections of the SEA
where it is reasonably apparent on the face of such disclosure that such information applies to such other sections. Express references
to a specific document do not purport to be complete and are qualified in their entirety by the document itself. The disclosure
of any information shall not be deemed to constitute an acknowledgment that such information is material or required by the SEA,
including in order to render a representation true or correct, nor shall such information be deemed to establish a standard of
materiality for purposes of the SEA. Capitalized terms used in this Schedule shall have the meanings ascribed to them in the SEA,
unless otherwise defined herein.


 


Certain information contained in this Schedule may constitute
material confidential information relating to the Acquiror Company, Company and the Shareholder. Such information may not be used
for any purpose other than in consummate the transactions contemplated by the SEA.


 


		Schedule 4.1.3	Shareholder’s Ownership of Shares



 


		Schedule 5.1	Acquiree’s Organization and Qualification



 


The Acquiree Company is a company incorporated
pursuant to the laws of England and Wales. It presently conducts its business, owns, holds and operates its properties and assets
in England and Wales.


 


		Schedule 5.2	Acquiree’s Subsidiaries



 


All of the direct and indirect
Subsidiaries of the Acquiree Company, if any, include but not limited to, AEC Southern Management Limited, a company formed
pursuant to the laws of Hong Kong, and前海美教
(深证) 咨询管理有限公司, a wholly owned
foreign enterprise organized under the laws of the People’s Republic of China.


 


		Schedule 5.7.1	Acquiree’s Contracts



 


		Schedule 5.8	Acquiree’s Compliance with Laws and Other Instruments



 




    	 	37	 



     


    

 


		Schedule 6.1	Acquiror Company’s Organization and Qualification



 


The Acquiror Company is a corporation incorporated
in the State of Nevada. It presently conducts its business in the United States, and is headquartered in New York, NY.


 


		Schedule 6.2	Acquiror Company’s Subsidiaries



 


All of the direct and indirect Subsidiaries
of the Acquiror Company, if any, include but not limited to, American Education Center, Inc., a New York corporation.


 


		Schedule 6.5	Acquiror Company’s Compliance with Laws



 


		Schedule 6.11	Acquiror Company’s Brokers or Finders



 


		Schedule 6.12	Acquiror Company’s Undisclosed Liabilities



 


		Schedule 6.15.1	Acquiror Company’s Employees and Independent Contractors



 


		Schedule 6.18	Acquiror Company’s Litigation; Orders



 


		Schedule 6.23	Acquiror Company’s Properties



 


		Schedule
                          6.24.1	Stock
Option Plans



 


The
Acquiror Company maintains an Equity Incentive Plan adopted in November 2015, for providing for the grant by the Acquiror Company
of stock options to directors, officers, employees or contractors.


 




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