Exhibit 4.1


 


 


 


 


 


STOCK PURCHASE AGREEMENT


 


 


AMONG


 


BOQI
International medical Inc., AS BUYER,


 


Chongqing
Guoyitang Hospital Co., Ltd., AS THE COMPANY,


 


AND


 


THE SELLING SHAREHOLDERS LISTED ON SCHEDULE
I HERETO, AS SELLERS.


 


DATED


 


December 7, 2020


 


 


 


 


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	1.        DEFINITIONS	1
	 	 
	2.        SALE AND TRANSFER OF SHARES; CLOSING	8
	2.1     Shares	8
	2.2     Purchase Price	8
	2.3     Payment of Consideration	8
	2.4     Closing	9
	2.5     Closing Obligations	9
	2.6     Payment of Post-Closing Consideration	9
	 	 
	3.        REPRESENTATIONS AND WARRANTIES OF SELLERS	13
	3.1     Title to the Shares	13
	3.2     Authority	14
	3.3     Consents Required	14
	 	 
	4.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS	14
	4.1     Organization and Good Standing	14
	4.2     Authority; No Conflict	14
	4.3     Capitalization	15
	4.4     Financial Statements	15
	4.5     Books and Records	15
	4.6     Title to Properties; Encumbrances	16
	4.7     Condition and Sufficiency of Assets	16
	4.8     Accounts Receivable	16
	4.9     Inventory	17
	4.10   No Undisclosed Liabilities	17
	4.11   Taxes	17
	4.12   No Material Adverse Change	17
	4.13   Employee Benefits	17
	4.14   Compliance With Legal Requirements; Governmental Authorizations	17
	4.15   Legal Proceedings; Orders	18
	4.16   Absence of Certain Changes and Events	19
	4.17   Contracts; No Defaults	20
	4.18   Insurance	20
	4.19   Environmental Matters	21
	4.20   Employees	22
	4.21   Labor Relations; Compliance	22
	4.22   Intellectual Property	22
	4.23   Certain Payments	23
	4.24   Disclosure	23
	4.25   Relationships With Related Persons	24
	4.26   Brokers or Finders	24
	4.27   Investment Representations	24
	5.        REPRESENTATIONS AND WARRANTIES OF BUYER	25
	5.1     Organization and Good Standing	25
	5.2     Authority; No Conflict	25
	5.3     Certain Proceedings	26
	5.4     Brokers or Finders	26
	 	 
	6.        COVENANTS OF SELLERS	26
	6.1     Access and Investigation	26
	6.2     Operation of the Businesses of the Company	26
	6.3     Negative Covenant	27
	6.4     Required Approvals	27
	6.5     Notification	27


 


 






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	6.6     Payment of Indebtedness by Related Persons	27
	6.7     No Negotiation	27
	6.8     Proprietary Information	27
	6.9     Public Announcements	27
	6.10   Stockholder Covenant	28
	6.11   Best Efforts	28
	6.12   Release	28
	6.13   Confidentiality	28
	6.14   Securities Laws; Restrictions on Transfers	28
	 	 
	7.        TAX MATTERS	29
	7.1     Responsibility for Filing Tax Returns	29
	7.2     Cooperation on Tax Matters	29
	7.3     Sales and Transfer Taxes	29
	 	 
	8.        CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE	29
	8.1     Accuracy of Representations	29
	8.2     Sellers’ Performance	30
	8.3     Authorization	30
	8.4     Consents and Approvals	30
	8.5     Government Consents, Authorizations, Etc	30
	8.6     Additional Documents	30
	8.7     No Proceedings	30
	8.8     No Claim Regarding Stock Ownership or Sale Proceeds	30
	8.9     No Prohibition	31
	8.10   Absence of Material Adverse Change	31
	 	 
	9.        CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE	31
	9.1     Additional Documents	31
	9.2     Accuracy of Representations	31
	9.3     Buyer’s Performance	31
	9.4     No Injunction	31
	 	 
	10.      TERMINATION	31
	10.1    Termination Events	31
	10.2    Effect of Termination	32
	 	 
	11.       INDEMNIFICATION; REMEDIES	32
	11.1    Survival; Right to Indemnification Not Affected By Knowledge	32
	11.2    Indemnification and Payment of Damages by Sellers	32
	11.3    Indemnification and Payment of Damages by Sellers Environmental Matters	33
	11.4    Indemnification and Payment of Damages by Buyer	33
	11.5    Right of Set-Off	34
	11.6    Procedure for Indemnification Third Party Claims	34
	11.7    Procedure For Indemnification for Other Claims	35
	 	 
	12.       GENERAL PROVISIONS	35
	12.1    Expenses	35
	12.2    Public Announcements	35
	12.3    Confidentiality	35
	12.4    Notices	35
	12.5    Further Assurances	36
	12.6    Waiver	37
	12.7    Entire Agreement and Modification	37
	12.8    Assignments, Successors, and no Third-Party Rights	37
	12.9    Severability	37
	12.10  Section Headings, Construction	37
	12.11  Time of Essence	38
	12.12  Governing Law; Waiver of Jury Trial; Jurisdiction	38
	12.13  Counterparts; Facsimile and Electronic Signatures	39
	12.14  Representation by Counsel	39


 






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STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”) is made as of December __, 2020 by and among BOQI International
Medical Inc., a company organized under the laws of the state of Delaware (“Buyer”), CHONGQING GUOYITANG Hospital
Co., Ltd., a company organized under the laws of the PRC (the “Company”) and the selling shareholders
listed on Schedule 1 hereto (the “Sellers” and, collectively with the Company, the “Seller Parties”).


 


RECITALS


 


Whereas,
immediately prior to the Closing, Sellers are the record and beneficial owners of all the issued and outstanding equity interests
(the “Shares”) of the Company.


 


WHEREAS, Buyer desires to purchase and acquire
from Sellers, and Sellers desire to sell and transfer to Buyer, all the Shares for the consideration and on the terms set forth
in this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	DEFINITIONS.


 


For purposes of this
Agreement, the following terms have the meanings specified or referred to in this Section 1:


 


“2021 Adjustment Amount”
as defined in Section 2.3(b).


 


“2021 Actual Gross Profit”
as defined in Section 2.6(a).


 


“2021 Actual Revenue”
as defined in Section 2.6(a).


 


“2021 Gross Profit Target”
as defined in Section 2.6(a).


 


“2021 Financial Statements”
the consolidated financial statements for the calendar year of 2021 for the Company and its Subsidiaries.


 


“2021 Pro Rata Percentage” the result
of (X) the total number of days from and including the Closing Date to and including December 31, 2020, divided by (Y) 365.


 


“2021 Revenue Target”
as defined in Section 2.6(a).


 


“2021 Statement”
as defined in Section 2.6(a).


 


“2021 Statement Delivery Date”
as defined in Section 2.6(a).


 


“2021 Targets”
as defined in Section 2.6(a).


 


“2022 Adjustment Amount”
as defined in Section 2.3(c).


 


“2022 Actual Gross Profit”
as defined in Section 2.6(b).


 






     


     


    

 


“2022 Actual Revenue”
as defined in Section 2.6(b).


 


“2022 Gross Profit Target”
as defined in Section 2.6(b).


 


“2022 Financial Statements”
the consolidated financial statements for the calendar year of 2022 for the Company and its Subsidiaries.


 


“2022 Revenue Target”
as defined in Section 2.6(b).


 


“2022 Statement”
as defined in Section 2.6(b).


 


“2022 Statement Delivery Date”
as defined in Section 2.6(b).


 


“Accelerated 2021 Adjustment
Amount” as defined in Section 2.6(a).


 


“Accelerated Earnout Payment”
as defined in Section 2.6(a).


 


“Accelerated Earnout Payment
Notice” as defined in Section 2.6(a).


 


“Applicable Contract”
any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become
subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become
bound.


 


“Benefit Plan”
any employee benefit plan that is maintained or contributed to by the Company for the benefit of the Company’s employees
or with respect to which the Company has or may have any liability.


 


“Best Efforts”
the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible.


 


“Breach” a “Breach”
of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant
to this Agreement will be deemed to have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure
to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any
Person) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation,
or other provision, and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.


 


“Buyer” as defined
in the first paragraph of this Agreement.


 


“Buyer’s Advisors”
as defined in Section 6.1.


 


“Buyer Shares”
newly-issued shares of common stock, par value $0.001, of Buyer.


 


“Buyer’s Shareholders
Approval” as defined in Section 2.6 (d).


 


“Closing” as
defined in Section 2.4.


 


“Closing Cash Payment”
as defined in Section 2.3(a).


 


“Closing Date”
as defined in Section 2.4.


 


“Closing Stock Payment”
as defined in Section 2.3(a).


 






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“Cost of Revenue”
the direct and indirect costs of all the Company Offerings, calculated in accordance with all applicable laws and accounting principles.


 


“Common Stock”
common stock of Buyer, par value $0.001 per share.


 


“Company” as
defined in the first paragraph of this Agreement.


 


“Company Offerings” any product, service
or other offering of the Company.


 


“Competing Business” as defined in
Section 4.25.


 


“Confidential Information”
means all non-public, confidential or proprietary information of the Company, including the Intellectual Property Assets.


 


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


 


“Contemplated Transactions”
means the purchase of the Shares by Buyer and the other transactions contemplated by this Agreement.


 


“Contract” any
agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is
legally binding.


 


“Damages” as
defined in Section 11.2.


 


“Distribution Compliance Period”
as defined in Section 4.27(c).


 


“Encumbrance”
any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of
any other attribute of ownership.


 


“Environment”
soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins,
and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life,
and any other environmental medium or natural resource.


 


“Environmental, Health, and
Safety Liabilities” any cost, damages, expense, liability, obligation, or other responsibility arising from or under
Environmental Law or Occupational Safety and Health Law and consisting of or relating to:


 


(a) any environmental,
health, or safety matters or conditions (including on- site or off-site contamination, occupational safety and health, and regulation
of chemical substances or products);


 


(b) fines, penalties,
judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative,
remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;


 


(c) financial responsibility
under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any investigation,
cleanup, removal, containment, or other remediation or response actions (“Cleanup”) required by applicable Environmental
Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body
or any other Person) and for any natural resource damages; or


 






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(d) any other compliance,
corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law.


 


“Environmental Law”
any Legal Requirement that requires or relates to:


 


(a) advising appropriate
authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations
of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction,
that could have significant impact on the Environment;


 


(b) preventing or reducing
to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;


 


(c) reducing the quantities,
preventing the release, or minimizing the hazardous characteristics of wastes that are generated;


 


(d) assuring that products
are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment
when used or disposed of;


 


(e) protecting resources,
species, or ecological amenities;


 


(f) reducing to acceptable
levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;


 


(g) cleaning up pollutants
that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or


 


(h) making responsible
parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed
representatives of the public interest to recover for injuries done to public assets.


 


“Facilities”
any real property, leaseholds, or other interests currently or formerly owned or operated by the Company and any buildings, plants,
structures, or equipment (including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated
by the Company.


 


“Final 2021 Statement”
as defined in Section 2.6(a).


 


“Final 2022 Statement”
as defined in Section 2.6(b).


 


“Governmental Authorization”
any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal Requirement.


 


“Governmental Body”
any:


 


(a) nation, state, county,
city, town, village, district, or other jurisdiction of any nature;


 


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


 


(c) governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);


 


(d) multi-national organization
or body; or


 






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(e) body exercising,
or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power
of any nature.


 


“Gross Profit”
the amount by which the Revenue during a particular period exceeds the Cost of Revenue incurred during such period, calculated
in accordance with all applicable laws and accounting principles.


 


“Guanzan” Chongqing
Guanzan Technology Co., Ltd., Buyer’s wholly-owned Subsidiary.


 


“Hazardous Activity”
the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage,
transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials
in, on, under, about, or from the Facilities or any part thereof into the Environment, and any other act, business, operation,
or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the
Facilities, or that may affect the value of the Facilities or the Company.


 


“Hazardous Materials”
any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive,
or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof,
and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing
materials.


 


“Indemnified Persons”
as defined in Section 11.2.


 


“Intellectual Property Assets”
as defined in Section 4.22.


 


“Knowledge” an
individual will be deemed to have “Knowledge” of a particular fact or other matter if:


 


(a) such individual is
actually aware of such fact or other matter; or


 


(b) a prudent individual
could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive
investigation concerning the existence of such fact or other matter.


 


A Person (other than
an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is
a key employee or is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person
(or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.


 


“Latest Balance Sheet”
as defined in Section 4.4.


 


“Legal Requirement”
any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.


 


“NASDAQ” the
NASDAQ Stock Market or any of its successor entities.


 


“Occupational Safety and Health
Law” any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety
and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations
and insurance companies), designed to provide safe and healthful working conditions.


 


“Option Exercise Notice”
as defined in Section 2.6(d).


 


“Order” any award,
decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative
agency, or other Governmental Body or by any arbitrator.


 






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“Ordinary Course of Business”
an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if:


 


(a) such action is consistent
with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;


 


(b) such action is not
required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and
is not required to be specifically authorized by the parent company (if any) of such Person; and


 


(c) such action is similar
in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or
group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that
are in the same line of business as such Person.


 


“Organizational Documents”
(a) the articles or certificate of incorporation and the bylaws 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) any charter or similar document adopted or filed in connection with the creation, formation,
or organization of a Person; and (e) any amendment to any of the foregoing.


 


“Performance Failure”
as defined in Section 2.6(a).


 


“Person” any
individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.


 


“PRC” the People’s
Republic of China (excluding, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan).


 


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


 


“Proprietary Rights Agreement”
as defined in Section 4.20(b).


 


“Purchase Price”
as defined in Section 2.2.


 


“Related Person”
with respect to a particular individual:


 


(a) each other member
of such individual’s Family;


 


(b) any Person that is
directly or indirectly controlled by such individual or one or more members of such individual’s Family;


 


(c) any Person in which
such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest;
and


 


(d) any Person with respect
to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor,
or trustee (or in a similar capacity).


 






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With respect to a specified
Person other than an individual:


 


(a) any Person that directly
or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified
Person;


 


(b) any Person that holds
a Material Interest in such specified Person;


 


(c) each Person that
serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity);


 


(d) any Person in which
such specified Person holds a Material Interest;


 


(e) any Person with respect
to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and


 


(f) any Related Person
of any individual described in clause (b) or (c).


 


For purposes of
this definition, (a) the “Family” of an individual includes (i) the individual, (ii) the
individual’s spouse and former spouses, (iii) any other natural person who is related to the individual or the
individual’s spouse within the second degree, and (iv) any other natural person who resides with such individual,
and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 5% of
the outstanding voting power of a Person or equity securities or other equity interests representing at least 5% of the
outstanding equity securities or equity interests in a Person.


 


“Release” any
spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether
intentional or unintentional.


 


“Representative”
with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.


 


“Revenue” with
respect to any period, the aggregate revenue of the Company that is attributable to the sale or license by the Company of the Company
Offerings, calculated in accordance with all applicable laws and accounting principles.


 


“Second Payment”
as defined in Section 2.6 (a).


 


“Second Payment Date”
as defined in Section 2.6 (a).


 


“Securities Act”
the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.


 


“Sellers” as
defined in the first paragraph of this Agreement.


 


“Shares” as defined
in the Recitals of this Agreement.


 


“Standard 2021 Adjustment Amount”
as defined in Section 2.6 (a).


 


“Straddle Period”
as defined in Section 7.1.


 


“Subsequent VWAP Price”
as defined in Section 2.6 (d).


 


“Subsidiary”
with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests
having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing
body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner
or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiary” means a Subsidiary
of the Company.


 






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“Tax” any tax
(including any income tax, capital gains tax, value-added tax, sales tax, property tax, gift tax, or estate tax), levy, assessment,
tariff, duty (including any customs duty), deficiency, or other fee, and any related charge or amount (including any fine, penalty,
interest, or addition to tax), imposed, assessed, or collected by or under the authority of any Governmental Body or payable pursuant
to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff,
duty, deficiency, or fee.


 


“Tax Return”
any return (including any information return), report, statement, schedule, notice, form, or other document or information filed
with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination,
assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance
with any Legal Requirement relating to any Tax.


 


“Third Party Auditor”
as defined in Section 2.6(a).


 


“Third Payment”
as defined in Section 2.6(b).


 


“Third Payment Date”
as defined in Section 2.6 (b).


 


“Threat of Release”
a substantial likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may
result from such Release.


 


“Threatened”
a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement
has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred
or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action,
or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.


 


		2.	SALE AND TRANSFER OF SHARES; CLOSING.


 


2.1 Shares.
Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and deliver
to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all right, title and interest in and to the Shares, free and
clear of all Encumbrance.


 


2.2 Purchase Price.
The aggregate purchase price (the “Purchase Price”) for the Shares is RMB 100,000,000, payable in the forms
and methods as set forth in Section 2.3 and Section 2.6. The Purchase Price shall be subject to post-Closing adjustment
in accordance with Section 2.6.


 


2.3 Payment of Consideration.
The Purchase Price, subject to post-Closing adjustment, shall be paid as follows:


 


(a) Upon the terms and
subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery
of the Shares at the Closing, 2,000,000 of the Buyer Shares (the “Closing Stock Payment “), the value of which
the Parties hereby agree to be RMB 40,000,000, and cash in the amount of RMB 20,000,000 (the “Closing Cash Payment”),
shall be delivered to Sellers.


 






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(b) Upon the terms and
subject to the conditions of this Agreement, on the Second Payment Date (as defined below), Buyer shall make a cash payment (the
“Second Payment”), the amount of which shall be the result of RMB 20,000,000 minus the amount described in Section
2.6 (a)(v) (the “2021 Adjustment Amount” which may be a positive or negative number), to Sellers.


 


(c) Upon the terms and
subject to the conditions of this Agreement, to the extent the Accelerated Earnout Payment is not made pursuant to Section 2.6(a)(v)(B)
and there is no Performance Failure (as defined in Section 2.6(a)(v)(D)), on the Third Payment Date (as defined below),
Buyer shall make a cash payment (the “Third Payment “), the amount of which shall be the result of RMB 20,000,000
minus the amount descried in Section 2.6 (b)(v) (the “2022 Adjustment Amount” which may be a positive
or negative number), to Sellers.


 


2.4 Closing.


 


The purchase and sale
(the “Closing”) provided for in this Agreement will take place at such place as agreed upon by the parties at
10:00 a.m. (local time) on December 21, 2020, or such other date which is no later than two business days after the date that
all closing conditions set forth in Sections 8 and 9 have been satisfied or waived, or on such other date as Buyer
and Sellers shall mutually agree (the “Closing Date”). The Closing may also be consummated by facsimile, electronically
and by other means satisfactory to Buyer, Sellers and their respective counsel. The Closing shall be deemed to occur as of midnight
on the Closing Date.


 


2.5 Closing Obligations.
At the Closing:


 


(a) Sellers will deliver
to Buyer


 


(i) certificates representing
all of the Shares, free and clear of all Encumbrances, duly endorsed in blank or with a fully executed stock power attached, or
duly executed instrument of share transfer with respect to the Shares, all in proper form for transfer and in form and substance
satisfactory to Buyer;


 


(ii) evidence that
the official records of all Governmental Bodies of the PRC with appropriate jurisdiction have been updated to reflect Buyer, through
its wholly-owned Subsidiary Guanzan, owns, beneficially and on the record, all the Shares; and


 


(iii) all other agreements,
documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.6;
and


 


(b) Buyer will deliver
stock certificates evidencing the Closing Stock Payment and the Closing Cash Payment, to Sellers, and all other agreements, documents,
instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 9.1.


 


2.6 Payment of Post-Closing
Consideration.


 


(a) The Second Payment.


 


(i) 2021 Statement


 


Within fifteen (15) Business Days
after the completion of the 2021 Financial Statements, Buyer shall provide to Sellers a statement of Buyer’s good faith calculations
of Revenue and Gross Profit for the calendar year of 2021, to be derived from the 2021 Financial Statements (the “2021
Statement”). Buyer shall cause the 2021 Financial Statements to be completed no later than thirty (30) days following
December 31, 2021. Buyer shall provide to Sellers a copy of the 2021 Financial Statements and copies of such records and work papers
used or created in connection with the preparation of the 2021 Statement which are reasonably required to support such 2021 Statement.


 






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(ii) Objection Period


 


Within fifteen (15) days following
delivery of the 2021 Statement, Sellers shall notify Buyer in writing if it has any objections to the 2021 Statement. The notice
of objection must state in reasonable detail the basis of each objection and the approximate amounts in dispute. Sellers shall
be deemed to have accepted the 2021 Statement delivered to it if Sellers do not notify Buyer of any objection within such period
of fifteen (15) days.


 


(iii) Settlement of
Dispute


 


If Sellers dispute the 2021 Statement
in accordance with Section 2.6(a)(ii), then Buyer and Sellers will work expeditiously and in good faith in an attempt to
resolve such dispute within a further period of fifteen (15) days after the date of the notification of such dispute, failing which
the dispute may be submitted by Buyer for final determination to one (1) reputable accounting firm jointly chosen by Buyer and
Sellers (with which neither Party or their respective Affiliates, have any relationship) (the “Third Party Auditor”).
Buyer and Sellers shall use commercially reasonable efforts to cause the Third Party Auditor to complete its work within forty-five
(45) days of their engagement. The Third Party Auditor shall allow each of Buyer and Sellers to present their respective positions
regarding the 2021 Statement, and each of Buyer and Sellers shall have the right to present additional documents, materials and
other information, and make an oral presentation to the Third Party Auditor regarding the dispute. The Third Party Auditor may
not assign a value to any item greater than the greatest value for such item claimed by Buyer or Sellers, as the case may be, or
less than the least value for such item claimed by Buyer or Sellers, as the case may be.


 


(iv) Final Determination


 


Promptly following the time periods
referred in Section 2.6(a)(ii) during which no notice of objection was given or any dispute was resolved in accordance with
Section 2.6(a)(iii), as the case may be, Buyer shall deliver to Sellers a final version of the 2021 Statement (the “Final
2021 Statement”) (the date of such delivery, the “2021 Statement Delivery Date”). The Final 2021 Statement
shall be final and binding upon the Parties upon delivery thereof and shall not be subject to appeal, absent manifest error.


 


(v) Adjustment to the
Second Payment


 


(A) If (i) the value of Revenue
as shown in the Final 2021 Statement (the “2021 Actual Revenue”) equals or exceeds the result of RMB 40,000,000
multiplied by the 2021 Pro Rata Percentage (such result, the “2021 Revenue Target”), AND (ii) the value of Gross
Profit as shown in the Final 2021 Statement (the “2021 Actual Gross Profit”) equals or exceeds the result of
RMB 5,000,000 multiplied by the 2021 Pro Rata Percentage (such result, the “2021 Gross Profit Target”, collectively
with the 2021 Revenue Target, the “2021 Targets”), the 2021 Adjustment Amount shall be 0 (such number, the “Standard
2021 Adjustment Amount”).


 






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(B) Notwithstanding the Standard
2021 Adjustment Amount, if the 2021 Targets are met as described in Section 2.6 (a)(v)(A), Buyer shall have the right,
not the obligation, through a written notice (the “Accelerated Earnout Payment Notice”) delivered to Sellers
before the Second Payment Date, to replace the Standard 2021 Adjustment Amount with the number of negative RMB 20,000,000 (such
number, the “Accelerated 2021 Adjustment Amount”), at Buyer’s sole discretion, based on business factors
such as the Company’s business integration into and support to Buyer’s and its Subsidiaries’ businesses. The
Second Payment calculated by using the Accelerated 2021 Adjustment Amount shall be referred to herein as the “Accelerated
Earnout Payment.” If an Accelerated Earnout Payment is made pursuant to this Section 2.6(a)(v)(B), the Sellers
will not be eligible to receive any additional payment under the Agreement including the Third Payment.


 


(C) If (i) the 2021 Actual Revenue
equals or exceeds 80% of the 2021 Revenue Target but is less than the 2021 Revenue Target, AND (ii) the 2021 Actual Gross Profit
equals or exceeds 80% of the 2021 Gross Profit Target, but is less than the 2021 Gross Profit Target, the 2021 Adjustment Amount
shall be the result of RMB 20,000,000 × ((2021 Gross Profit Target - 2021 Actual Gross Profit) /2021 Gross Profit Target).


 


(D) If either (i) the 2021 Actual
Revenue is less than 80% of the 2021 Revenue Target, OR (ii) the 2021 Actual Gross Profit is less than 80% of the 2021 Gross Profit
Target, the 2021 Adjustment Amount shall be RMB 20,000,000. The event described in the immediately preceding sentence is hereinafter
referred as a “Performance Failure.” If there is a Performance Failure, Sellers will not be eligible to receive
the Third Payment.


 


(vi) Payment of the
Second Payment.


 


The Second Payment, as adjusted
pursuant to Section 2.6(a)(v), shall be paid to Sellers within five (5) days of the 2021 Statement Delivery Date (the “Second
Payment Date”), unless otherwise agreed upon by the Parties or as required by provisions of this Agreement.


 


(b) The Third Payment.
The Third Payment described in this Section 2.6(b) is payable if, and only if, there is no Accelerated Earnout Payment or
a Performance Failure occurred in 2021.


 


(i) 2022 Statement


 


Within fifteen (15) Business Days
after the completion of the 2022 Financial Statements, Buyer shall provide to Sellers a statement of Buyer’s good faith calculations
of Revenue and Gross Profit for the calendar year of 2022, to be derived from the 2022 Financial Statements (the “2022
Statement”). Buyer shall cause the 2022 Financial Statements to be completed no later than thirty (30) days following
December 31, 2022. Buyer shall provide to Sellers a copy of the 2022 Financial Statements and copies of such records and work papers
used or created in connection with the preparation of the 2022 Statement which are reasonably required to support such 2022 Statement.


 






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(ii) Objection Period


 


Within fifteen (15) days following
delivery of the 2022 Statement, Sellers shall notify Buyer in writing if it has any objections to the 2022 Statement. The notice
of objection must state in reasonable detail the basis of each objection and the approximate amounts in dispute. Sellers shall
be deemed to have accepted the 2022 Statement delivered to it if Sellers do not notify Buyer of any objection within such period
of fifteen (15) days.


 


(iii) Settlement of
Dispute


 


If Sellers dispute the 2022 Statement
in accordance with Section 2.6(b)(ii), then Buyer and Sellers will work expeditiously and in good faith in an attempt to
resolve such dispute within a further period of fifteen (15) days after the date of the notification of such dispute, failing which
the dispute may be submitted by Buyer for final determination to the Third Party Auditor. Buyer and Sellers shall use commercially
reasonable efforts to cause the Third Party Auditor to complete its work within forty-five (45) days of their engagement. The Third
Party Auditor shall allow each of Buyer and Sellers to present their respective positions regarding the 2022 Statement, and each
of Buyer and Sellers shall have the right to present additional documents, materials and other information, and make an oral presentation
to the Third Party Auditor regarding the dispute. The Third Party Auditor may not assign a value to any item greater than the greatest
value for such item claimed by Buyer or Sellers, as the case may be, or less than the least value for such item claimed by Buyer
or Sellers, as the case may be.


 


(iv) Final Determination


 


Promptly following the time periods
referred in Section 2.6 (b)(ii) during which no notice of objection was given or any dispute was resolved in accordance
with Section 2.6(b)(iii), as the case may be, Buyer shall deliver to Sellers a final version of the 2022 Statement (the
“Final 2022 Statement”) (the date of such delivery, the “2022 Statement Delivery Date”).
The Final 2022 Statement shall be final and binding upon the Parties upon delivery thereof and shall not be subject to appeal,
absent manifest error.


 


(v) Adjustment to the
Third Payment


 


(A) If (i) the value of Revenue
as shown in the Final 2022 Statement (the “2022 Actual Revenue”) equals or exceeds RMB 44,000,000 (the “2022
Revenue Target”), AND (ii) the value of Gross Profit as shown in the Final 2022 Statement (the “2022 Actual
Gross Profit”) equals or exceeds RMB 5,500,000 (the “2022 Gross Profit Target”), the 2022 Adjustment
Amount shall be 0.


 


(B) If (i) the 2022 Actual Revenue
equals or exceeds 80% of the 2022 Revenue Target but is less than the 2022 Revenue Target, AND (ii) the 2022 Actual Gross Profit
equals or exceeds 80% of the 2022 Gross Profit Target, but is less than the 2022 Gross Profit Target, the 2022 Adjustment Amount
shall be the result of RMB 20,000,000 × ((2022 Gross Profit Target - 2022 Actual Gross Profit) /2022 Gross Profit Target).


 






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(C) If either (i) the 2022 Actual
Revenue is less than 80% of the 2022 Revenue Target, OR (ii) the 2022 Actual Gross Profit is less than 80% of the 2022 Gross Profit
Target, the 2022 Adjustment Amount shall be RMB 20,000,000.


 


(vi) Payment of the
Third Payment.


 


The Third Payment, as adjusted
pursuant to Section 2.6(b)(v), shall be paid to Sellers within five (5) days of the 2022 Statement Delivery Date (the “Third
Payment Date”), unless otherwise agreed upon by the Parties or as required by the provisions of this Agreement.


 


(c) Method of Payment.


 


All cash payments under
this Agreement shall be made by wire transfer of immediately available funds. No later than five (5) business days before the date
that any portion of the Purchase Price payable in cash is due to be paid to Sellers, Sellers shall deliver to Buyer a flow of funds
schedule and the wire instructions for the account into which the amount payable is to be paid.


 


(d) Buyer’s Option.


 


Notwithstanding anything
to the contrary contained herein, Buyer may elect, at its sole discretion, to have the Second Payment and/or the Third Payment
paid in the form of the Buyer Shares, by delivering a written notice about Buyer’s exercise of this option (the “Option
Exercise Notice”), to Sellers simultaneously with the delivery of the Final 2021 Statement, or the Final 2022 Statement,
as the case may be. The number of the Buyer Shares to be issued as payments under this Section 2.6(d) shall be the result
of the amount of the Second Payment or the Third Payment, as the case may be, divided by the Subsequent VWAP Price. “Subsequent
VWAP Price” shall mean the volume weighed average of the closing per share market price of Common Stock, as reported
on the NASDAQ, for the 20-day period immediately preceding the 2021 Statement Delivery Date, or the 2022 Statement Delivery Date,
as the case may be. Notwithstanding anything to the contrary further, if the issuance of the Buyer Shares pursuant to this Section
2.6(d) must be approved by Buyer’s shareholders (the “Buyer’s Shareholders Approval”), such
Buyer Shares shall not be issued to Sellers unless and until the Buyer’s Shareholders Approval has been obtained. In the
event the Buyer’s Shareholders Approval becomes necessary pursuant to the foregoing sentence, the Second Payment Date or
the Third Payment Date, as the case may be, shall be extended until the fifteenth (15th) date after the Buyer’s Shareholders
Approval has been received. If the Buyer’s Shareholders Approval has not been received within one (1) year after Buyer delivers
the Option Exercise Note, the Second Payment or the Third Payment, as the case may be, shall be paid in cash to Sellers immediately.


 


		3.	REPRESENTATIONS AND WARRANTIES OF SELLERS.


 


Sellers jointly and
severally represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows:


 


3.1 Title to the
Shares. Sellers are the lawful owners, of record and beneficially of the Shares and have good and marketable title to the Shares,
free and clear of all Encumbrances whatsoever. Except for this Agreement, there are no agreements or understandings between either
Seller and any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to the Shares
and no restriction on the voting rights and other incidents of record or beneficial ownership pertaining thereto. There are no
Proceedings or Orders pending or, to the Knowledge of each Seller, threatened by or against either Seller relating to the Shares.


 






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3.2 Authority.
Each Seller has all requisite power and authority to execute, deliver and perform such Seller’s obligations under this Agreement
and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each
Seller, and constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.


 


3.3 Consents Required.
No consent, permit, approval, Order or authorization of or by, registration, declaration or filing with, or notification to any
Governmental Body is required by or with respect to each Seller in connection with the execution and delivery of this Agreement
and consummation by such Seller of the transactions contemplated hereby.


 


		4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS


 


Each of the Company
and Sellers jointly and severally represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:


 


4.1 Organization
and Good Standing.


 


(a) The Company is duly
organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with full corporate power and
authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own
or use, and to perform all of its obligations in the Ordinary Course of Business and under its contracts. The Company is duly qualified
to do business as a foreign company and is in good standing under the laws of each country, territory or other jurisdiction in
which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires
such qualification.


 


(b) Sellers have delivered
to Buyer copies of the Organizational Documents of the Company, as currently in effect.


 


4.2 Authority; No
Conflict.


 


(a) This Agreement constitutes
the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. Sellers
and the Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement
and the other documents required to be delivered hereunder and to perform their obligations under this Agreement.


 


(b) Neither the execution
and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time):


 


(i) contravene, conflict
with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution
adopted by the board of directors or the stockholders of the Company;


 


(ii) contravene, conflict
with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated
Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Sellers,
or any of the assets owned or used by the Company, may be subject;


 






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(iii) contravene, conflict
with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to
the business of, or any of the assets owned or used by, the Company;


 


(iv) cause Buyer or
the Company to become subject to, or to become liable for the payment of, any Tax;


 


(v) cause any of the
assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;


 


(vi) contravene, conflict
with, or result in a violation or breach of any provision of, or give any 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 Applicable Contract; or


 


(vii) result in the
imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.


 


Neither Sellers nor
the Company is or will be required to give any notice to or obtain any consent from any Person in connection with the execution
and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


 


4.3 Capitalization.


 


Sellers are and will
be on the Closing Date the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances. No legend
or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Company. All
the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable.
There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company.
None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any
other Legal Requirement. The Company does not own, or has any Contract to acquire, any equity securities or other securities of
any Person (other than the Company) or any direct or indirect equity or ownership interest in any other business.


 


4.4 Financial Statements.
Sellers have delivered to Buyer the unaudited consolidated balance sheets of the Company as at September 30, 2020 (the “Latest
Balance Sheet”) and December 31, 2019, and the related consolidated statements of income, changes in stockholders’
equity, and cash flow for each of the fiscal years then ended, including the notes thereto. Such financial statements and notes
fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the
Company as at the respective dates of and for the periods referred to in such financial statements. The financial statements referred
to in this Section 4.4 reflect the consistent application of such accounting principles throughout the periods involved.


 


4.5 Books and Records.
The books of account, minute books, stock record books, and other records of the Company, all of which have been made available
to Buyer, are complete and correct. The minute books of the Company contain accurate and complete records of all meetings held,
and corporate action taken by, the stockholders, the Boards of Directors, and committees of the Boards of Directors of the Company,
and no meeting of any such stockholders, Board of Directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books. At the Closing, all those books and records will be in the possession of the Company.


 






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4.6 Title to Properties;
Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by
which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies,
opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company
own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all
the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located
in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all
of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest
Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise
acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date
of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets
reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject
to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with
respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing
specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would
constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property
or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets
so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists,
(c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title,
if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto,
or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present
or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within
the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the
property rights of, any other Person.


 


4.7 Condition and
Sufficiency of Assets. The buildings, plants, structures, and equipment of the Company are structurally sound, are in good
operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants,
structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not
material in nature or cost. The building, plants, structures, and equipment of the Company are sufficient for the continued conduct
of the Company’ businesses after the Closing in substantially the same manner as conducted prior to the Closing.


 


4.8 Accounts Receivable.
All accounts receivable of the Company that are reflected on the Latest Balance Sheet or on the accounting records of the Company
as of the Closing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations
arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing
Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown
on the Latest Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are adequate and
calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage
of the Accounts Receivable as of the Closing Date than the reserve reflected in the Latest Balance Sheet represented of the Accounts
Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in
terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without
any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of
set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating
to the amount or validity of such Accounts Receivable.


 






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4.9 Inventory.
All inventory of the Company, whether or not reflected in the Latest Balance Sheet, consists of a quality and quantity usable and
salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been
written off or written down to net realizable value in the Latest Balance Sheet or on the accounting records of the Company as
of the Closing Date, as the case may be. The quantities of each item of inventory (whether raw materials, work-in-process, or finished
goods) are not excessive, but are reasonable in the present circumstances of the Company.


 


4.10 No Undisclosed
Liabilities. The Company have no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued,
contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Latest Balance Sheet
and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.


 


4.11 Taxes.


 


(a) The Company has filed
or caused to be filed on a timely basis through the date hereof all Tax Returns that are or were required to be filed by or with
respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements.
Sellers have delivered or made available to Buyer copies of all such Tax Returns filed for its three most recent completed Tax
years. The Company has paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those
Tax Returns or otherwise, or pursuant to any assessment received by Sellers or the Company.


 


(b) The charges, accruals,
and reserves with respect to Taxes on the respective books of the Company are adequate and are at least equal to the Company’s
liability for Taxes. There exists no proposed tax assessment against the Company except as disclosed in the Latest Balance Sheet.


 


(c) All Taxes that the
Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent
required, have been paid to the proper Governmental Body or other Person.


 


(d) All Tax Returns filed
by (or that include on a consolidated basis) the Company are true, correct, and complete. There is no tax sharing agreement
that will require any payment by the Company after the date of this Agreement.


 


(e) The Company has not
received any notice that any of its Tax Returns has been examined by any Governmental Body within the past 6 years.


 


4.12 No Material
Adverse Change. Since the date of the Latest Balance Sheet, there has not been any material adverse change in the business,
operations, properties, prospects, assets, or condition of the Company, and no event has occurred or circumstance exists that may
result in such a material adverse change.


 


4.13 Employee Benefits.
Sellers have delivered to Buyer a complete list of each Benefit Plan. With respect to each Benefit Plan, the Company has heretofore
made available to Buyer correct and complete copies of each of the following documents: (a) the Benefit Plan and all related
documents (including all amendments thereto), (b) the summary plan description prepared for each such Benefit Plan (including all
amendments thereto) and (c) all Contracts with third-party administrators, actuaries, investment managers, consultants
or other independent contractors related to each such Benefit Plan. Each Benefit Plan has been administered and operated in material
compliance with its terms, and the requirements of all applicable Legal Requirements.


 


4.14 Compliance
With Legal Requirements; Governmental Authorizations.


 


(a) The Company has been
and is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business
or the ownership or use of any of its assets;


 






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(b) No event has occurred
or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by
the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any
obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature;
and


 


(c) The Company has not
received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding
(A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any
actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the
cost of, any remedial action of any nature.


 


(d) Each Governmental
Authorization held or required to be held by the Company or that otherwise relates to the business of, or to any of the assets
owned or used by, the Company is valid and in full force and effect.


 


(e) The Company has been
and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held
by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;


 


(f) 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 term or requirement of any Governmental Authorization held or required to be
held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result
directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any
Governmental Authorization held or required to be held by the Company or that otherwise relates to the business of, or to any of
the assets owned or used by, it;


 


(g) The Company has not
received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding
(A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental
Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination
of, or modification to any Governmental Authorization; and


 


(h) All applications
required to have been filed for the renewal of the Governmental Authorizations referred to above have been duly filed on a timely
basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental
Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.


 


The Company has been
granted all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate their businesses
in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner
in which they currently own and use such assets.


 


4.15 Legal Proceedings;
Orders.


 


(a) There is no pending
Proceeding that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any
of the assets owned or used by, the Company; or that challenges, or that may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, (1) no
such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as
a basis for the commencement of any such Proceeding.


 






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(b) There is no Order
to which the Company, or any of the assets owned or used by the Company, is subject. Neither Seller is subject to any Order that
relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company,
no officer, director, agent, or employee of the Company is subject to any Order that prohibits such officer, director, agent, or
employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company.


 


(c) The Company is, in
full compliance with of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has
been subject. No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of
time) a violation of or failure to comply with any term or requirement of any Order to which the Company, or any of the assets
owned or used by the Company, is subject. The Company has not received, any notice or other communication (whether oral or written) from
any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply
with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company, is or has been
subject.


 


4.16 Absence of
Certain Changes and Events. Since the date of the Latest Balance Sheet, the Company has conducted their businesses only in
the Ordinary Course of Business and there has not been any:


 


(a) change in the Company’s
authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance
of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other
acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution
or payment in respect of shares of capital stock;


 


(b) amendment to the
Organizational Documents of the Company;


 


(c) payment or increase
by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary
Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee;


 


(d) adoption of, or increase
in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement,
or other employee benefit plan for or with any employees of the Company;


 


(e) damage to or destruction
or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties,
assets, business, financial condition, or prospects of the Company, taken as a whole;


 


(f) entry into, termination
of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture,
credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company
of at least $10,000.00;


 


(g) sale (other than
sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or
mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset or property of the Company, including the
sale, lease, or other disposition of any of the Intellectual Property Assets;


 


(h) cancellation or waiver
of any claims or rights with a value to the Company in excess of $10,000.00;


 






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(i) material change in
the accounting methods used by the Company; or


 


(j) agreement, whether
oral or written, by the Company to do any of the foregoing.


 


4.17 Contracts;
No Defaults.


 


Sellers have delivered
to Buyer copies, including all schedules, exhibits and amendments, of all Contracts to which the Company is a party or to which
the business of the Company is subject involving either (a) obligations (contingent or otherwise) of, or the possibility
of payments to, the Company in excess of $10,000.00, (b) actual or purported restrictions on the ability of the Company to
compete in any line of business or with any Person or in any geographic area during any period of time, or (c) actual or purported
restrictions on the prices the Company may charge for its products or services. Each Material Contract is valid and binding on
the Company in accordance with its terms and is in full force and effect. The Company is not in material breach or violation of
any Material Contract and no event has occurred which, with the giving of notice or the passage of time, would result in a default
or violation thereunder. To each Seller’s and the Company’s Knowledge, no other party to any Material Contract is in
material breach or violation of that Contract and no event has occurred which, with the giving of notice or the passage of time,
would result in a default or violation thereunder. Sellers and the Company have no reason to believe that there is a reasonable
likelihood that any party to any Material Contract will be unable to or will choose to not comply with the terms of any Material
Contract. The Company has not received from any party to a Material Contract any notice of any intention to terminate any Material
Contract. All Contracts of the Company relating to the sale, design, manufacture, or provision of products or services by the Company
have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or
in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal
Requirement.


 


4.18 Insurance.


 


(a) Sellers have delivered
to Buyer: true and complete copies of all policies of insurance to which the Company is a party or under which the Company, or
any director of the Company, is or has been covered at any time within the years preceding the date of this Agreement; insurance;
and true and complete copies of all pending applications for policies of any statement by the auditor of the Company’s financial
statements with regard to the adequacy of such entity’s coverage or of the reserves for claims.


 


(b) All policies to which
the Company is a party or that provide coverage to the Company, or any director or officer of the Company: (A) are valid,
outstanding, and enforceable; (B) are issued by an insurer that is financially sound and reputable; (C) taken together,
provide adequate insurance coverage for the assets and the operations of the Company for all risks to which the Company is normally
exposed; (D) are sufficient for compliance with all Legal Requirements and Contracts to which the Company is a party or by
which any of them is bound; (E) will continue in full force and effect following the consummation of the Contemplated Transactions;
and (F) do not provide for any retrospective premium adjustment or other experienced-based liability on the part of the Company.


 


(c) Neither Seller nor
the Company has received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights,
or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or
will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder.


 


(d) The Company has paid
all premiums due, and have otherwise performed all their respective obligations, under each policy to which the Company is a party
or that provides coverage to the Company or director thereof.


 


(e) The Company has given
notice to the insurer of all claims that may be insured thereby.


 






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4.19 Environmental
Matters.


 


(a) The Company is, and
at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental
Law. Neither Sellers nor the Company has any basis to expect, nor has any of them or any other Person for whose conduct they are
or may be held to be responsible received, any actual or Threatened order, notice, or other communication from (i) any Governmental
Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of
any actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened obligation to
undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or any other
properties or assets (whether real, personal, or mixed) in which either Seller or the Company has had an interest, or with
respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported,
used, or processed by either Seller, the Company, or any other Person for whose conduct they are or may be held responsible, or
from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


(b) There are no pending
or Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental, Health, and Safety Liabilities
or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Facilities or any other properties
and assets (whether real, personal, or mixed) in which either Seller or the Company has or had an interest.


 


(c) Neither Sellers nor
the Company has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible,
received, any citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous Activity,
Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any
alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with
respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which either Seller
or the Company had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured,
refined, transferred, imported, used, or processed by either Seller, the Company, or any other Person for whose conduct they are
or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


(d) Neither Sellers nor
the Company, or any other Person for whose conduct they are or may be held responsible, has any Environmental, Health, and Safety
Liabilities with respect to the Facilities or , to the Knowledge of each Seller and the Company, with respect to any other properties
and assets (whether real, personal, or mixed) in which either Seller or the Company (or any predecessor), has or had an interest,
or at any property geologically or hydrologically adjoining the Facilities or any such other property or assets.


 


(e) There are no Hazardous
Materials present on or in the Environment at the Facilities or at any geologically or hydrologically adjoining property, including
any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether
moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or
any other part of the Facilities or such adjoining property, or incorporated into any structure therein or thereon. No Seller,
the Company, any other Person for whose conduct they are or may be held responsible, or any other Person, has permitted or conducted,
or is aware of, any Hazardous Activity conducted with respect to the Facilities or any other properties or assets (whether real,
personal, or mixed) in which either Seller or the Company has or had an interest.


 


(f) There has been no
Release or, to the Knowledge of each Seller and the Company, Threat of Release, of any Hazardous Materials at or from the Facilities
or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported,
used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in
which either Seller or the Company has or had an interest, or any geologically or hydrologically adjoining property, whether by
either Seller, the Company, or any other Person.


 






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(g) Sellers have delivered
to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by
Sellers or the Company pertaining to Hazardous Materials or Hazardous Activities in, on, or under the Facilities, or concerning
compliance by Sellers, the Company, or any other Person for whose conduct they are or may be held responsible, with Environmental
Laws.


 


4.20 Employees.


 


(a) Sellers have provided
to Buyer a complete and accurate list of the following information for each employee, officer or director of the Company, including
each employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change
in compensation since January 1, 2018; vacation accrued; and service credited for purposes of vesting and eligibility to participate
under the Company’s pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option,
cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical,
welfare, or vacation plan or any other employee benefit plan).


 


(b) No employee or director
of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition,
or proprietary rights agreement, between such employee or director and any other Person (the “Proprietary Rights Agreement”)
that in any way adversely affects or will affect (i) the performance of his duties as an employee or director of the Company,
or (ii) the ability of the Company to conduct its business, including any Proprietary Rights Agreement with Sellers or the
Company by any such employee or director. To each Seller’s Knowledge, no director, officer, or other key employee of the
Company intends to terminate his employment with the Company.


 


4.21 Labor Relations;
Compliance. The Company is not a party to any collective bargaining or other labor Contract. There is not presently pending
or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process,
(b) any Proceeding against or affecting the Company relating to the alleged violation of any Legal Requirement pertaining
to labor relations or employment matters, including any charge or complaint filed by an employee or union with any relevant Governmental
Body, organizational activity, or other labor or employment dispute against or affecting the Company or its premises, or (c) any
application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide
the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company, and no such action
is contemplated by the Company. The Company has complied in all respects with all Legal Requirements relating to employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security
and similar taxes, occupational safety and health, and plant closing. The 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 Legal Requirements.


 


4.22 Intellectual
Property.


 


(a) Intellectual Property
Assets. The term “Intellectual Property Assets” includes: (i) fictional business names, trading names, registered
and unregistered trademarks, service marks, and applications; (ii) all patents, patent applications, and inventions and discoveries
that may be patentable; (iii) all copyrights in both published works and unpublished works; (iv) all rights in mask works;
and (v) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process
technology, plans, drawings, and blue prints; owned, used, or licensed by the Company as licensee or licensor.


 


(b) Agreements.
Sellers have provided to Buyer copies of all Contracts relating to the Intellectual Property Assets to which the Company is a party
or by which the Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly
available software programs with a value of less than $10,000.00 under which the Company is the licensee. There are no outstanding
and no Threatened disputes or disagreements with respect to any such agreement.


 






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(c) Necessary for
the Business. The Intellectual Property Assets are all those necessary for the operation of the Company’s businesses
as they are currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual
Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and
has the right to use without payment to a third party all of the Intellectual Property Assets. All former and current employees
of the Company have executed written Contracts with the Company that assign to the Company all rights to any inventions, improvements,
discoveries, or information relating to the business of the Company. No employee of the Company has entered into any Contract that
restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer,
assign, or disclose information concerning his work to anyone other than the Company.


 


4.23 Healthcare
Regulatory Matters.


 


(a) Compliance with
Health Care Law. The Company, is, and since January 1, 2016 has been, in compliance with all Legal Requirement of any Governmental
Entity to which it is subject with respect to health care regulatory matters.


 


(d) Employees and
Physician’s Privileges. To each Seller’s Knowledge, since January 1, 2016, (i) no employee of the Company has been
terminated, and no physician’s privileges have been terminated, as a result of such person having committed a crime or violated
any Legal Requirement of any Governmental Entity, and (ii) no such person has resigned voluntarily in such circumstances in order
to avoid termination.


 


4.23 Certain Payments.
Neither the Company or director, officer, agent, or employee of the Company, or to each Seller’s or the Company’s Knowledge
any other Person associated with or acting for or on behalf of the Company, has directly or indirectly (a) made any contribution,
gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form,
whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable
treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in
respect of the Company or any Affiliate of the Company, or (iv) in violation of any Legal Requirement, (b) established
or maintained any fund or asset that has not been recorded in the books and records of the Company.


 


4.24 Disclosure.


 


(a) No representation
or warranty of Sellers in this Agreement omits to state a material fact necessary to make the statements herein or therein, in
light of the circumstances in which they were made, not misleading.


 


(b) There is no fact
known to Sellers that has specific application to Sellers or the Company (other than general economic or industry conditions) and
that materially adversely affects or, as far as Sellers can reasonably foresee, materially threatens, the assets, business, prospects,
financial condition, or results of operations of the Company (on a consolidated basis) that has not been set forth in this
Agreement.


 






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4.25 Relationships
With Related Persons. Neither Seller or any Related Person of each Seller or of the Company has, or since the first day of
the next to last completed fiscal year of the Company has had, any interest in any property (whether real, personal, or mixed and
whether tangible or intangible), used in or pertaining to the Company’s business. Neither Seller or any Related Person of
each Seller or of the Company is, or since the first day of the next to last completed fiscal year of the Company has owned (of
record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had
business dealings or a material financial interest in any transaction with the Company other than business dealings or transactions
conducted in the Ordinary Course of Business with the Company at substantially prevailing market prices and on substantially prevailing
market terms, or (ii) engaged in competition with the Company with respect to any line of the products or services of the
Company (a “Competing Business”) in any market presently served by the Company except for less than one percent
of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter
market. Neither Seller or any Related Person of each Seller or of the Company is a party to any Contract with, or has any claim
or right against, the Company.


 


4.26 Brokers or
Finders. Sellers and their agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders’
fees or agents’ commissions or other similar payment in connection with this Agreement.


 


4.27 Investment
Representations. Each Seller represents that he/she is not a U.S. person, and further represents and warrants to Buyer as follows:


 


(a) At the time of (a)
the offer of Buyer Shares by the Buyer and (b) the acceptance of the offer by such Seller, of the Buyer Shares, Seller was outside
the United States.


 


(b) Seller is acquiring
the Buyer Shares for Seller’s own account, for investment and not for distribution or resale to others and is not purchasing
the Buyer 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.


 


(c) Seller will make
all subsequent offers and sales of the Buyer 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 Buyer 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.


 


(d) Seller has no present
intention to sell the Buyer Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined
arrangements to sell the Buyer Shares and is not acting as a Distributor of such securities.


 


(e) Seller, 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 Buyer Shares at any time
after the Closing Date through the Distribution Compliance Period.


 


(f) Seller consents to
the placement of a legend on any certificate or other document evidencing the Buyer Shares substantially in the form set forth
in Section 6.14 of this Agreement.


 


(g) Seller is not acquiring
the Buyer 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.


 


(h) Seller 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.


 






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(i) Seller has consulted,
to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in
the Buyer Shares.


 


(j) Seller understands
the various risks of an investment in the Buyer 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 Buyer Shares.


 


(k) Seller has had access
to Buyer’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 Buyer 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 Buyer Shares.


 


(l) Seller has been afforded
the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the issuance of the Buyer
Shares.


 


(m) Seller is not relying
on any representations and warranties concerning Buyer made by the Buyer or any officer, employee or agent of Buyer, other than
those contained in this Agreement.


 


(n) Seller will not sell
or otherwise transfer the Buyer 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.


 


(o) Seller represents
that the address furnished on its signature page to this Agreement is the principal residence of Seller.


 


(p) Seller understands
and acknowledges that the Buyer 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 Buyer
that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.


 


(q) Seller is an Accredited
Investor as that term is defined in Regulation D of the Securities Exchange Act, and is able to protect its interests in connection
with the acquisition of the Buyer Shares and can bear the economic risk of investment in such securities without producing a material
adverse change in respect of Seller’s financial condition. Seller has such knowledge and experience in financial or business
matters that Seller is capable of evaluating the merits and risks of the investment in the Buyer Shares.


 


		5.	REPRESENTATIONS AND WARRANTIES OF BUYER.


 


Buyer represents and
warrants to Sellers as of the date hereof and as of the Closing Date as follows:


 


5.1 Organization
and Good Standing. Buyer is a corporation organized, validly existing, and in good standing under the laws of the state of
Delaware, USA.


 


5.2 Authority; No
Conflict.


 


(a) This Agreement constitutes
the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute
and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.


 






    25


     


    

 


(b) Neither the execution
and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will
give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any
provision of Buyer’s Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders
of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject or bound.


 


(c) No consent, permit,
approval, Order or authorization of or by, registration, declaration or filing with, or notification to any Governmental Body is
required by or with respect to Buyer in connection with the execution and delivery of this Agreement and consummation by Buyer
of the transactions contemplated hereby, except for such filings as may be required to be made to NASDAQ.


 


5.3 Certain Proceedings.
There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no such
Proceeding has been Threatened.


 


5.4 Brokers or Finders.
Buyer and its officers and agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders’
fees or agents’ commissions or other similar payment in connection with this Agreement.


 


5.5 Stock Exchange
Listing. The Buyer Shares, upon the issuance thereof to Sellers under this Agreement, will be duly authorized for listing on
NASDAQ, subject to all necessary regulatory approvals. Buyer is not in default in any material respect of any of the listing or
other requirements of NASDAQ.


 


5.6 SEC Filings.
Buyer has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms,
statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or
furnished by it with the SEC since January 1, 2019, not necessarily on a timely basis.


 


		6.	COVENANTS OF SELLERS


 


6.1 Access and Investigation.
Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company and its Representatives to, (a) afford
Buyer and its Representatives and prospective lenders and their Representatives (collectively, “Buyer’s Advisors”)
full and free access to the Company’s personnel, properties (including subsurface testing), contracts, books and records,
and other documents and data, (b) furnish Buyer and Buyer’s Advisors with copies of all such contracts, books and records,
and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer’s Advisors with
such additional financial, operating, and other data and information as Buyer may reasonably request.


 


6.2 Operation of
the Businesses of the Company. Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company
to:


 


(a) conduct the business
of the Company only in the Ordinary Course of Business;


 


(b) not enter into (i) any
transaction other than in the Ordinary Course of Business, (ii) any transaction which is not at arms-length with unaffiliated
third Persons or (iii) any transaction with any Affiliate;


 


(c) use their Best Efforts
to preserve intact the current business organization of the Company, keep available the services of the current officers, employees,
and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees,
agents, and others having business relationships with the Company;


 






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(d) confer with Buyer
concerning operational matters of a material nature; and


 


(e) otherwise report
periodically to Buyer concerning the status of the business, operations, and finances of the Company.


 


6.3 Negative Covenant.
Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will
not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable
action within their or its control, as a result of which any of the changes or events listed in Section 4.16 is likely to
occur.


 


6.4 Required Approvals.
As promptly as practicable after the date of this Agreement, Sellers will, and will cause the Company to, obtain any consents and
approvals of, or effect the notification of or filing with, each Person, whether private or governmental, whose consent or approval
is required in order to permit the consummation of the Contemplated Transactions, to obtain any consent that may be required from
a party to an agreement with the Company that may give such party a right to cancel such agreement as a result of the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company to, cooperate with
Buyer with respect to all consents, approvals or filings that Buyer elects to make or obtain or is required by Legal Requirements
to make or obtain in connection with the Contemplated Transactions.


 


6.5 Notification.
Between the date of this Agreement and the Closing Date, Sellers will promptly notify Buyer in writing if Sellers or the Company
becomes aware of any fact or condition that causes or constitutes a Breach of any of Sellers’ or the Company’ representations
and warranties as of the date of this Agreement, or if Sellers or the Company becomes aware of the occurrence after the date of
this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute
a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery
of such fact or condition.


 


6.6 Payment of Indebtedness
by Related Persons. Except as expressly provided in this Agreement, Sellers will cause all indebtedness owed to the Company
by Sellers or any Related Person of Sellers to be paid in full prior to Closing.


 


6.7 No Negotiation.
Until such time, if any, as this Agreement is terminated pursuant to Section 10, Sellers will not, and will cause the Company
and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from,
discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals
from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in
the Ordinary Course of Business) of the Company, or any of the capital stock of the Company, or any merger, consolidation,
business combination, or similar transaction involving the Company.


 


6.8 Proprietary
Information. All confidential or proprietary information or work product relating to the Company or business of the Company
that is known to Sellers as of the Closing Date shall be the sole property of Buyer and the Company. Sellers shall not use or disclose
such information or work product except for the benefit of Buyer or the Company and their respective successors and assigns, and
Sellers shall take reasonable steps to protect such information and work product from misuse, loss, theft or accidental disclosure.


 


6.9 Public Announcements.
Sellers shall not issue any such press release or make any such public statement without the prior consent of Buyer, except as
may be required by applicable law.


 






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6.10 Stockholder
Covenant. Sellers shall not (i) sell, transfer, assign, tender, create an Encumbrance upon or otherwise dispose of, or
enter into any contract, option or other arrangement with respect to the sale, transfer, assignment, tender, Encumbrance or other
disposition of any of the Shares or (ii) grant any proxies with respect to any of the Shares, deposit any of the Shares into
a voting trust or enter into a voting or option agreement with respect to any of the Shares.


 


6.11 Best Efforts.
Between the date of this Agreement and the Closing Date, Sellers will use his Best Efforts to cause the conditions in Section
8 to be satisfied.


 


6.12 Release.
After the Closing Date, (a) none of Buyer, any Related Party of Buyer nor the Company will have any debt, obligation or liability
to either Seller, and (b) each Seller on behalf of itself and all of its Related Parties, hereby unconditionally releases
and discharges Buyer, all of Buyer’s Related Parties and the Company from any and all claims, debts, obligations and liabilities,
whether known or unknown, contingent or non-contingent, at law or in equity, in each case arising from or in connection with such
Seller’s ownership of the Company or resulting from such Seller or any of its Related Parties having been a director, officer
or employee of the Company; provided, however, that nothing in this Section 6.12 shall terminate or release
Buyer’s obligations to such Seller under this Agreement.


 


6.13 Confidentiality.
From and after the Closing Date, Sellers will, and will cause each of its Related Parties to (a) protect and safeguard the
confidentiality of all of the Confidential Information with at least the same degree of care as a reasonably prudent person would
exercise to protect its own Confidential Information, (b) not use Confidential Information, or permit it to be accessed or
used, for any purpose, and (c) not disclose any Confidential Information to any Person except as required by applicable law
or legal process. Sellers hereby assume full responsibility and liability for the compliance of all of Sellers’ Related Parties
with the terms of this Section 6.13. Prior to making any disclosure of any Confidential Information required by applicable
law or legal process, a Seller shall provide Buyer with (i) if and to the extent legally permitted, prompt written notice
of such requirement so that Buyer may seek a protective order or other remedy; and (ii) reasonable assistance in opposing
such disclosure or seeking a protective order or other remedy.


 


6.14 Securities
Laws; Restrictions on Transfers. Sellers acknowledge and understand that until such time as the same is no longer required
under the requirements of the Securities Act or applicable state securities laws, the certificates representing the Buyer Shares,
and all certificates representing any securities issued in exchange thereof or in substitution therefor, will bear the following
legend:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF BOQI
international Medical inc. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES
ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AFTER, IN
THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE CORPORATION, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE,
THE HOLDER HAS PROVIDED TO THE CORPORATION A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE CORPORATION, TO THE EFFECT THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT
OR APPLICABLE STATE SECURITIES LAWS.”


 






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		7.	Tax MAtters


 


7.1 Responsibility
for Filing Tax Returns.


 


(a) Sellers shall prepare,
or cause to be prepared, in a timely manner, all income Tax Returns of the Company that are due after the Closing with respect
to any taxable period ending prior to or ending on and including the Closing Date; provided, however, that any such
Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of the Company.
Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return. Sellers shall
make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately
signed and filed, and Sellers shall pay to the Company any Taxes due from the Company on that Tax Return.


 


(b) Buyer shall after
the Closing prepare and file, or cause to be prepared and filed, Tax Returns of the Company for any period beginning prior to the
Closing Date and ending after the Closing Date (a “Straddle Period”). Any such Tax Return shall be prepared
by treating items on that Tax Return in a manner consistent with the prior Tax Returns of the Company. Buyer shall deliver to Sellers
draft copies of each such Tax Return at least thirty (30) days prior to the date for filing that Tax Return. Buyer shall make
all changes in each such Tax Return reasonably requested by Sellers. Sellers shall pay to the Company the Taxes due for the period
prior to and including the Closing Date from the Company on that Tax Return.


 


7.2 Cooperation
on Tax Matters. Commencing on the Closing Date, Buyer, on the one hand, and Sellers, on the other hand, shall cooperate fully,
as and to the extent reasonably requested by the other party, in connection with the filing and execution of Tax Returns and any
audit, litigation or other proceeding with respect to Taxes, in each case, in respect of any period ending prior to or on the Closing
Date or any Straddle Period.


 


7.3 Sales and Transfer
Taxes. All sales, transfer and other Taxes (including all stock transfer Taxes, if any) incurred in connection with this
Agreement and the transactions contemplated hereby will be borne by Sellers, and Sellers shall, at Sellers’ own expense,
file all necessary Tax Returns and other documentation with respect to all such sales and transfer Taxes.


 


		8.	CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE.


 


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


 


8.1 Accuracy of
Representations.


 


(a) All of Sellers’
representations and warranties in this Agreement (considered collectively), and each of those representations and warranties (considered
individually)(without giving effect to any qualification contained therein as to materiality, including the phrases “material”,
“in all material respects” and “material adverse change”), must have been accurate in all material respects
as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing
Date.


 






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(b) Each of Sellers’
representations and warranties in Sections 3, 4.3, 4.4, 4.12, and 4.24 must have been accurate
in all respects as of the date of this Agreement, and must be accurate in all respects as of the Closing Date as if made on the
Closing Date.


 


8.2 Sellers’
Performance. All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement
at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must
have been duly performed and complied with in all material respects.


 


8.3 Authorization.
All action necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the consummation of
the transactions contemplated hereby, shall have been duly and validly taken by each of them, and Sellers shall have full power
and authority or capacity to enter into this Agreement and to consummate the transactions contemplated hereby on the terms provided
herein.


 


8.4 Consents and
Approvals. Buyer shall have received duly executed copies of all consents and approvals required for or in connection with
the execution and delivery by Sellers of this Agreement, for the consummation of the transactions contemplated hereby, and the
continued conduct of the business of the Company as previously conducted, each in form and substance satisfactory to Buyer.


 


8.5 Government Consents,
Authorizations, Etc. All consents, authorizations, orders and approvals of, filings or registrations with and the expiration
of all waiting periods imposed by, any third Person, including any Governmental Body, which are required for or in connection with
the execution and delivery by the parties of this Agreement and the consummation by the parties of the transactions contemplated
hereby and in order to permit or enable the Company to conduct their business after the Closing in substantially the same manner
as previously conducted shall have been obtained or made, in form and substance reasonably satisfactory to Buyer, and shall be
in full force and effect.


 


8.6 Additional Documents.
Each of the following documents must have been delivered to Buyer:


 


(a) A certificate executed
by Sellers representing and warranting to Buyer that Sellers’ representations and warranties in this Agreement was accurate
in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing
Date.


 


(b) such other documents
as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Seller’s representations and
warranties, (ii) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required
to be performed or complied with by Sellers, (iii) evidencing the satisfaction of any condition referred to in this Section
8, or (iv) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.


 


8.7 No Proceedings.
Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated
with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the
Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering
with any of the Contemplated Transactions.


 


8.8 No Claim Regarding
Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person
(a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock
of, or any other voting, equity, or ownership interest in the Company, or (b) is entitled to all or any portion of the Purchase
Price payable for the Shares.


 






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8.9 No Prohibition.
Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without
notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Buyer or any
Person affiliated with Buyer to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order,
or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental
Body.


 


8.10 Absence of
Material Adverse Change. Since the date of this Agreement, in the reasonable judgment of Buyer, there shall have been no material
adverse change in the assets, financial condition, operating results, customer, supplier or employee relations or liabilities of
the Company including any material casualty loss or damage to the assets of the Company, whether or not covered by insurance.


 


		9.	CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE.


 


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


 


9.1 Additional Documents.
Each of the following documents must have been delivered to Sellers:


 


(a) A certificate executed
by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties
in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing
Date as if made on the Closing Date.


 


(b) A certificate of
the Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions
adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation
of the Contemplated Transactions and that all such resolutions are in full force and effect and are all the resolutions adopted
in connection with the transactions contemplated hereby.


 


9.2 Accuracy of
Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively), and each
of these representations and warranties (considered individually), must have been accurate in all material respects as of the date
of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.


 


9.3 Buyer’s
Performance. All the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement
at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must
have been performed and complied with in all material respects.


 


9.4 No Injunction.
There must not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the sale of the Shares
by Sellers to Buyer, and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.


 


		10.	TERMINATION.


 


10.1 Termination
Events. This Agreement may, by notice given prior to or at the Closing, be terminated:


 


(a) by either Buyer or
Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been
waived;


 






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(b) (i) by Buyer if any
of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer
has not waived such condition on or before the Closing Date; or


 


(ii) by Sellers, if
any of the conditions in Section 9 has not been satisfied of the Closing Date or if satisfaction of such a condition is
or becomes impossible (other than through the failure of Sellers to comply with his obligations under this Agreement) and
Sellers have not waived such condition on or before the Closing Date;


 


(c) by mutual consent
of Buyer and Sellers; or


 


(d) either by Buyer or
by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement
to comply fully with its obligations under this Agreement) on or before December 31, 2021 or such later date as the parties
may agree upon.


 


10.2 Effect of Termination.
Each party’s right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant
to Section 10.1, all further obligations of the parties under this Agreement will terminate, except that the obligations
in Sections 12.1 and 12.3 will survive; provided, however, that if this Agreement is terminated by
a party because of the Breach of the Agreement by the other party or because one or more of the conditions to the terminating party’s
obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations
under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.


 


		11.	INDEMNIFICATION; REMEDIES.


 


11.1 Survival; Right
to Indemnification Not Affected By Knowledge. All representations, warranties, covenants, and obligations in this Agreement
and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification,
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 or the Closing Date, 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.


 


11.2 Indemnification
and Payment of Damages by Sellers. Sellers will, jointly and severely, indemnify and hold harmless Buyer, the Company, and
their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”)
for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential
damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value,
whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from
or in connection with:


 


(a) any Breach of any
representation or warranty made by Sellers or the Company in this Agreement or any other certificate or document delivered by Sellers
or the Company pursuant to this Agreement;


 


(b) any Breach by Sellers
of any covenant or obligation of Sellers in this Agreement;


 






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(c) any Taxes owed by
the Company relating to any period prior to the Closing Date; and


 


(d) any claim by any
Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged
to have been made by any such Person with Sellers or the Company (or any Person acting on their behalf) in connection with
any of the Contemplated Transactions.


 


The remedies provided
in this Section 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified
Persons.


 


11.3 Indemnification
and Payment of Damages by Sellers Environmental Matters. In addition to the provisions of Section 11.2, Sellers, jointly
and severally, will indemnify and hold harmless Buyer, the Company, and the other Indemnified Persons for, and will pay to Buyer,
the Company, and the other Indemnified Persons the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising,
directly or indirectly, from or in connection with:


 


(a) any Environmental,
Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time
on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether
tangible or intangible) in which Sellers or the Company has or had an interest, or (B) any Hazardous Materials or other
contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date;
or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated,
transported, stored, treated, Released, or otherwise handled by Sellers or the Company or by any other Person for whose conduct
they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were,
or were allegedly, conducted by Sellers or the Company or by any other Person for whose conduct they are or may be held responsible;
or


 


(b) any bodily injury
(including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested
itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real
property), or other damage of or to any Person, including any employee or former employee of Sellers or the Company or any other
Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity
conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date, or from
Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or
present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of
the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released
or allegedly Released by Sellers or the Company or any other Person for whose conduct they are or may be held responsible, at any
time on or prior to the Closing Date.


 


Buyer will be entitled
to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect
to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.6 will apply to any
claim solely for monetary damages relating to a matter covered by this Section 11.3.


 


11.4 Indemnification
and Payment of Damages by Buyer. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any
Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made
by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of
any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder’s fees
or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer
(or any Person acting on its behalf) in connection with any of the Contemplated Transactions.


 






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11.5 Right of Set-Off.
Upon notice to Sellers specifying in reasonable detail the basis for such set-off, Buyer may set off any amount to which it may
be entitled under this Section 11 against amounts otherwise payable by it under this Agreement. Neither the exercise of
nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any manner in the enforcement
of any other remedies that may be available to it.


 


11.6 Procedure for
Indemnification Third Party Claims.


 


(a) Promptly after receipt
by an indemnified party under Section 11.2, 11.3, or 11.4 of notice of the commencement of any Proceeding
against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice
to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve
the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party
demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice.


 


(b) If any Proceeding
referred to in Section 11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of
the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in
such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and
the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying
party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide
indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified
party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding,
the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this
Section 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case
subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of
investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for
purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no
compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent
unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person
and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary
damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect
to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the
commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice
is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party
will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party.


 


(c) Notwithstanding the
foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely
affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under
this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise,
or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any
compromise or settlement effected without its consent (which may not be unreasonably withheld).


 






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(d) Sellers hereby consent
to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of
any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein,
and agree that process may be served on Sellers with respect to such a claim anywhere in the world.


 


11.7 Procedure For
Indemnification for Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.


 


		12.	GENERAL PROVISIONS.


 


12.1 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 Contemplated Transactions, 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.


 


12.2 Public Announcements.
Any public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if
at all, at such time and in such manner as Buyer determines. Unless consented to by Buyer in advance or required by Legal Requirements,
prior to the Closing, Sellers shall, and shall cause the Company to, keep this Agreement strictly confidential and may not make
any disclosure of this Agreement to any Person. Sellers and Buyer will consult with each other concerning the means by which the
Company’s employees, customers, and suppliers and others having dealings with the Company will be informed of the Contemplated
Transactions, and Buyer will have the right to be present for any such communication.


 


12.3 Confidentiality.
Between the date of this Agreement and the Closing Date, Buyer and Sellers will maintain in confidence, and will cause the directors,
officers, employees, agents, and advisors of Buyer and the Company to maintain in confidence, any written, oral, or other information
obtained in confidence from another party or the Company in connection with this Agreement or the Contemplated Transactions, 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
making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the
furnishing or use of such information is required by legal proceedings. If the Contemplated Transactions are not consummated, each
party will return or destroy as much of such written information as the other party may reasonably request. Whether or not the
Closing takes place, Sellers waive, and will upon Buyer’s request cause the Company to waive, any cause of action, right,
or claim arising out of the access of Buyer or its representatives to any trade secrets or other confidential information of the
Company except for the intentional competitive misuse by Buyer of such trade secrets or confidential information.


 


12.4 Notices.
All notices, amendments, waivers, or other communications under this Agreement shall be in writing and shall be deemed to be sufficient
if delivered personally, sent electronically, sent by nationally-recognized overnight or second day delivery courier or mailed
by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):


 






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	 	If to the Company prior to Closing or Sellers, to:
	 	 	 
	 	Name: 	Chongqing Boyitang Hospital Co., Ltd.
	 	Address:	No. 11 Nan Ping East Road, Tower A, 2-1, Nan An District, Chongqing City, PRC
	 	Attention: 	Mr. Nanfang Xiao
	 	Telephone: 	(0086)18808228822
	 	Email: 	86444809@qq.com
	 	 	 
	 	with a copy to:
	 	 	 
	 	Name: 	ChongQing Jing Mu Jin Yang (Jiulongpo) Law Office,
	 	Address:	No.26, Subsection 4, Yang Jia Ping Zheng Street, Yu Long Tower, 34th Floor, Jiulongpo District, Chongqing City, PRC
	 	Attention: 	Mr. Yang, Tao
	 	Telephone: 	(0086)13512342782
	 	Email: 	378132751@qq.com
	 	 	 
	 	If to the Company following the Closing or Buyer, to:
	 	 	 
	 	Name: 	BOQI International Medical Inc.
	 	 	 
	 	Address:	Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road, Zhongshan District, Dalian, Liaoning Province, PRC, 116000
	 	Attention: 	Mr. Tiewei Song
	 	Telephone: 	(0086)18804085858
	 	Email: 	18804085858@139.com
	 	 	 
	 	with a copy to:
	 	 	 
	 	Name:	Carter Ledyard & Milburn LLP
	 	Address:	2 Wall Street
	 	 	New York, New York, USA, 10005-2072
	 	Attention:	Pang Zhang-Whitaker, Esq.
	 	Telephone:	+1 212 238 8844
	 	Facsimile:	+1 212 732 3232
	 	Email:	zhang@clm.com


 


All such notices and other communications
shall be deemed to have been delivered and received (i) in the case of personal delivery or delivery electronically, on the
date of that delivery if delivered during business hours on a Business Day or, if not delivered during business hours on a Business
Day, the first Business Day thereafter, (ii) in the case of delivery by nationally-recognized overnight or second day delivery
courier, on the Business Day delivered, and (iii) in the case of mailing, on the sixth Business Day following that mailing.
A copy of any notice or other communication sent electronically shall also be sent on the same day by registered or certified mail
(return receipt requested) or by nationally recognized overnight or second day delivery courier.


 


12.5 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.


 






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12.6 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.


 


12.7 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 to be charged with the amendment.


 


12.8 Assignments,
Successors, and no Third-Party Rights. Neither party may assign any of its rights under this Agreement without the prior consent
of the other parties, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to
the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the 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.


 


12.9 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.


 


12.10 Section Headings,
Construction.


 


(a) 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. The words “herein”, “hereof”,
“hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import
refer to this Agreement as a whole, including any schedules and exhibits, as the same may from time to time be amended, modified,
supplemented or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in
this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions
of this Agreement and the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the
article, section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect
the interpretation of any of the terms or provisions of this Agreement.


 


(b) Where specific language
is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit
or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has
been chosen by the parties to express their mutual intent, each party has been represented by legal counsel with respect to, and
has had substantial input in, the drafting of this Agreement, and no rule of strict construction shall be applied against any party.
Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that
date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure
shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month
following February 18 is March 18, and one month following March 31 is May 1.


 






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(c) References to “dollars”
or “$” mean United States Dollars. References to “RMB” mean Chinese Renminbi.


 


12.11 Time of Essence.
With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.


 


12.12 Governing
Law; Waiver of Jury Trial; Jurisdiction.


 


(a) All questions concerning
the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with
the domestic laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in
the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation
and construction of this Agreement, even if under the State of New York’s choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily or necessarily apply.


 


(b) BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM,
EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR THE RELATED DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE
TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE RELATED DOCUMENTS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,
AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS
A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(c) EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR HIMSELF OR ITSELF AND HIS OR ITS PROPERTY, TO THE JURISDICTION OF ANY NEW YORK STATE
COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK, AND, EFFECTIVE AS OF
THE CLOSING, TO THE JURISDICTION OF ANY OTHER COURT IN ANY OTHER JURISDICTION IN WHICH AN ACTION IS BROUGHT AGAINST A PARTY TO
THIS AGREEMENT BY A THIRD PARTY ASSERTING A CLAIM AGAINST WHICH THE DEFENDANT IS ENTITLED UNDER THIS AGREEMENT TO BE INDEMNIFIED,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATED DOCUMENTS OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE OR FEDERAL COURT. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.


 






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(d) EACH PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT SUCH PARTY MAY
HAVE OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE RELATED DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK OR SUCH OTHER
COURT AS IS PROVIDED FOR IN THE PRECEDING PARAGRAPH. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


12.13 Counterparts;
Facsimile and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument. Facsimile and electronic counterpart signatures
to this Agreement shall be acceptable and binding.


 


12.14 Representation
by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of
their own choice.


 


[Signature Pages Follow]


 






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


 


BUYER:


 


	BOQI INTERNATIONAL MEDICAL INC.
	 	 
	By:	/s/ Tiewei Song	 
	Name: 	Tiewei Song	 
	Title:	CEO	 
	 	 
	SELLERS:
	 
	Jia Song
	 	 
	By:	/s/ Jia Song	 
	Name:	Jia Song	 
	 	                             	 
	Nanfang Xiao	 
	 	 
	By:	/s/ Nanfang Xiao	 
	Name:	Nanfang Xiao	 
	 	 
	COMPANY:
	 
	Chongqing GUoyitang Hospital Co., Ltd.
	 	 
	By: 	/s/ Nanfang Xiao	 
	Name:	Nanfang Xiao	 
	Title:	General Manager	 


 






     


     


    

 


SCHEDULE I


 


 


	Sellers	 	Addresses	 	Percentage of Equity Interests Owned	 
	 	 	 	 	 	 
	Jia Song	 	No. 2, Jintang Road, 28-4, Nan An District	 	 	98	%
	 	 	Chong Qing City, PRC	 	 	 	 
	 	 	ID: 510304198701291022	 	 	 	 
	 	 	 	 	 	 	 
	Nanfang Xiao	 	No. 96, LuZhou Street, 2-20, Yong Chuan District	 	 	2	%
	 	 	Chong Qing City, PRC	 	 	 	 
	 	 	IC: 510229195206105386	 	 	 	 
	 	 	Total:	 	 	100	%