Exhibit
10.1


 





 



 


SHARE
EXCHANGE AGREEMENT


 


by
and among


 


Tongji
Healthcare Group, Inc.;


 


Digital
Influence Inc.;


 


The
Shareholders of Digital Influence Inc.;


 


And


 


Christian
Young as the Shareholders’ Representative.


 





 



 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	 	PAGE
	ARTICLE
    I. DEFINITIONS	1
	Section
    1.01 Definitions.	1
	Section
    1.02 Interpretive Provisions.	6
	ARTICLE
    II. SHARE EXCHANGE	7
	Section
    2.01 The Exchange.	7
	Section
    2.02 Closing.	7
	Section
    2.03 Payment.	7
	Section
    2.04 Definitions and Additional Provisions.	7
	Section
    2.05 Magiclytics Deliverables at the Closing.	8
	Section
    2.06 Company Deliverables at the Closing.	9
	Section
    2.07 Additional Documents.	9
	ARTICLE
    III. CALL OPTION	10
	Section
    3.01 Call Right.	10
	Section
    3.02 Closing.	10
	Section
    3.03 Payment.	10
	Section
    3.04 Magiclytics Deliverables at each Call Closing.	10
	Section
    3.05 Company Deliverables at each Call Closing.	11
	Section
    3.06 Actions at the Final Call Closing.	11
	Section
    3.07 Additional Documents.	12
	Section
    3.08 Legal Prohibition.	12
	ARTICLE
    IV. REPRESENTATIONS AND WARRANTIES OF THE MAGICLYTICS PARTIES	12
	Section
    4.01 Corporate Existence and Power.	12
	Section
    4.02 Due Authorization.	13
	Section
    4.03 Valid Obligation	13
	Section
    4.04 Governmental Authorization.	13
	Section
    4.05 Authorized Shares and Capital.	13
	Section
    4.06 Validity of Shares.	13
	Section
    4.07 Title to and Issuance of the Magiclytics Shares.	14
	Section
    4.08 No Subsidiaries	14
	Section
    4.09 Absence of Certain Changes or Events	14
	Section
    4.10 Compliance With Laws and Regulations	14
	Section
    4.11 No Conflict With Other Instruments	14
	Section
    4.12 Taxes.	15
	Section
    4.13 Investment Representations	15
	ARTICLE
    V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY	17
	Section
    5.01 Corporate Existence and Power	17
	Section
    5.02 Due Authorization.	17
	Section
    5.03 Valid Obligation	17
	Section
    5.04 Governmental Authorization.	17
	Section
    5.05 Authorized Shares	17
	Section
    5.06 Information	18
	Section
    5.07 Absence of Certain Changes or Events	18


 




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	Section
    5.08 Litigation and Proceedings	18
	Section
    5.09 No Conflict With Other Instruments	18
	Section
    5.10 Compliance With Laws and Regulations	18
	Section
    5.11 Approval of Agreement	18
	ARTICLE
    VI. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES	18
	Section
    6.01 Conditions to the Obligations of the Company.	18
	Section
    6.02 No Conditions to the Obligations of the Magiclytics Parties.	20
	Section
    6.03 One Closing Option.	20
	Section
    6.04 Delivery of Books and Records	20
	Section
    6.05 Third Party Consents and Certificates.	20
	Section
    6.06 Actions Prior to the Final Closing Time.	20
	Section
    6.07 Notices of Certain Events.	21
	Section
    6.08 Due Diligence Review and Reports.	21
	Section
    6.09 Limitation on Business Activities.	21
	Section
    6.10 No-Shop.	22
	Section
    6.11 Additional Magiclytics Covenants.	23
	Section
    6.12 Lock-Up.	23
	Section
    6.13 Right of First Refusal.	24
	Section
    6.14 Conveyance Taxes.	25
	Section
    6.15 Assistance.	25
	Section
    6.16 Funding to Magiclytics.	25
	ARTICLE
    VII. REGISTRATION RIGHTS	27
	Section
    7.01 General.	27
	Section
    7.02 Limitations.	27
	Section
    7.03 Withdrawal.	28
	Section
    7.04 Notification; Blackout Period.	28
	Section
    7.05 Information.	29
	Section
    7.06 Fees and Expenses.	29
	Section
    7.07 Indemnification.	30
	ARTICLE
    VIII. TERMINATION	31
	Section
    8.01 Termination	31
	Section
    8.02 Survival After Termination.	32
	ARTICLE
    IX. INDEMNIFICATION	32
	Section
    9.01 Indemnification of Company.	32
	Section
    9.02 Indemnification of the Magiclytics Parties.	33
	Section
    9.03 Procedure.	33
	Section
    9.04 Periodic Payments.	35
	Section
    9.05 Insurance.	35
	Section
    9.06 Time Limit.	35
	Section
    9.07 Certain Limitations.	35
	Section
    9.08 Effect of Investigation.	36
	Section
    9.09 Exclusive Remedy.	36
	ARTICLE
    X. MISCELLANEOUS	36
	Section
    10.01 Arbitration.	36
	Section
    10.02 Governing Law	37


 




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	Section
    10.03 Waiver of Jury Trial.	37
	Section
    10.04 Limitation on Damages.	38
	Section
    10.05 Brokers	38
	Section
    10.06 Notices	38
	Section
    10.07 Attorneys’ Fees	39
	Section
    10.08 Confidentiality	39
	Section
    10.09 Public Announcements and Filings	39
	Section
    10.10 Third Party Beneficiaries	40
	Section
    10.11 Expenses	40
	Section
    10.12 Entire Agreement	40
	Section
    10.13 Survival	40
	Section
    10.14 Amendment; Waiver	40
	Section
    10.15 Magiclytics Shareholders’ Representative.	41
	Section
    10.16 Arm’s Length Bargaining; No Presumption Against Drafter.	41
	Section
    10.17 Headings.	42
	Section
    10.18 No Assignment or Delegation.	42
	Section
    10.19 Commercially Reasonable Efforts	42
	Section
    10.20 Further Assurances.	42
	Section
    10.21 Specific Performance.	42
	Section
    10.22 Counsel.	42
	Section
    10.23 Counterparts	43


 


	Exhibit
A	Magiclytics
                                         Shareholders’ Magiclytics Shares; Closing Magiclytics Shares, Call Magiclytics
                                         Shares and Transferrable Shares	 



 




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SHARE
EXCHANGE AGREEMENT


 


Dated
as of December 3, 2020


 


This
Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective
Date”) by and between (i) Tongji Healthcare Group, Inc. a Nevada corporation (the “Company”); (ii) Digital Influence
Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), (iii) each of the shareholders of Magiclytics
as set forth on the signature pages hereto (the “Magiclytics
Shareholders”)
and (iv) Christian Young as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”).
Each of Magiclytics and the Magiclytics Shareholders may be referred to collectively herein as the “Magiclytics Parties”
and separately as an “Magiclytics Party.” Each of the Company, each Magiclytics Party and the Shareholders’
Representative may be referred to herein collectively as the “Parties” and separately as a “Party.” The
Parties acknowledge and agree that the Company is in the process of changing its name to “Clubhouse Media Group, Inc.”
and, following the date that such name change becomes effective, any reference herein to Tongji Healthcare Group, Inc. shall be
deemed a reference to Tongji Healthcare Group, Inc. operating under such new name, and any reference herein to the “Company”
shall me a reference to the Company operating under such new name.


 


WHEREAS,
the Company agrees to acquire from the Magiclytics Shareholders certain shares of common stock of Magiclytics held by the Magiclytics
Shareholders in exchange for the issuance by the Company to Magiclytics Shareholders of shares of the Company’s common stock,
par value $0.001 per share (the “Company Common Stock”);


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and
the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:


 


Article
I. DEFINITIONS


 


Section
1.01 Definitions. The following terms, as used herein, have the following meanings


 


	 	(a)	“Accredited
    Investor” has the meaning set forth in Section 4.13(b).


 


	 	(b)	“Acquisition
    Inquiry” means an inquiry, indication of interest, proposal or request for nonpublic information that could reasonably
    be expected to lead to an Acquisition Transaction.


 


	 	(c)	“Acquisition
    Transaction” means any transaction or series of related transactions with a Person or “group” (as defined
    in the Exchange Act) concerning any (i) merger, consolidation, business combination, share exchange, joint venture or similar
    transaction involving Magiclytics or any of the Magiclytics Shareholders pursuant to which such Person or “group”
    would own 5% or more of the consolidated assets, revenues or net income of Magiclytics, (ii) sale, lease, license or other
    disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise,
    of assets of Magiclytics representing 5% or more of the consolidated assets, revenues or net income of Magiclytics, (iii)
    issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint
    venture or similar transaction) of any Equity Securities of Magiclytics, including the Magiclytics Shares, (iv) transaction
    or series of transactions in which any Person or “group” would acquire beneficial ownership or the right to acquire
    beneficial ownership of any Equity Securities of Magiclytics, (v) action to make the provisions of any “fair price”,
    “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover
    statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.


 




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	 	(d)	“Action”
    means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes
    or otherwise.


 


	 	(e)	“Affiliate”
    means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
    with such Person.


 


	 	(f)	“Agreement”
    has the meaning set forth in the introductory paragraph hereto.


 


	 	(g)	“Arbitrator”
    has the meaning set forth in Section 10.01(a).


 


	 	(h)	“Articles”
    means the Articles of Incorporation of the Company as in effect from time to time.


 


	 	(i)	“Authority”
    means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator,
    or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.


 


	 	(j)	“Blackout
    Period” has the meaning set forth in Section 7.04(iii).


 


	 	(k)	“Business
    Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Nevada are authorized
    or required by law or executive order to close.


 


	 	(l)	“Call
    Closing Date” has the meaning set forth in Section 3.02.


 


	 	(m)	“Call
    Closing” has the meaning set forth in Section 3.02.


 


	 	(n)	“Call
    Magiclytics Shares” has the meaning set forth in Section 3.01(b).


 


	 	(o)	“Call
    Notice” has the meaning set forth in Section 3.01(c).


 


	 	(p)	“Call
    Payment Shares” has the meaning set forth in Section 3.03.


 


	 	(q)	“Call
    Period” has the meaning set forth in Section 3.01(a).


 


	 	(r)	“Cap”
    has the meaning set forth in Section 9.07(a).


 


	 	(s)	“Closing
    Date” has the meaning set forth in Section 2.02.


 


	 	(t)	“Closing
    Magiclytics Shares” have the meaning set forth in Section 2.02.


 


	 	(u)	“Closing”
    has the meaning set forth in Section 2.02.


 


	 	(v)	“Code”
    means the Internal Revenue Code of 1986, as amended.


 




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	 	(w)	“Company
    Common Stock” has the meaning set forth in the recitals hereto.


 


	 	(x)	“Company
    Indemnified Party” has the meaning set forth in Section 9.01.


 


	 	(y)	“Company
    Organizational Documents” has the meaning set forth in Section 5.01.


 


	 	(z)	“Company
    Shares” has the meaning set forth in the introductory paragraph to Article IV.


 


	 	(aa)	“Company”
    has the meaning set forth in the introductory paragraph hereto.


 


	 	(bb)	“Control”
    of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management
    and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”,
    “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing
    a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”)
    (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more
    of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
    or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general
    partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that
    is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew,
    mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the
    benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.


 


	 	(cc)	“Counsel”
    has the meaning set forth in Section 10.22.


 


	 	(dd)	“Direct
    Claim” has the meaning set forth in Section 9.03(c).


 


	 	(ee)	“Effective
    Date” has the meaning set forth in the introductory paragraph hereto.


 


	 	(ff)	“Equity
    Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into
    or exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise
    acquire any security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning
    of the Exchange Act.


 


	 	(gg)	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


	 	(hh)	“Exchange
    Shares” has the meaning set forth in Section 2.03.


 


	 	(ii)	“Exchange”
    has the meaning set forth in Section 2.01(c).


 


	 	(jj)	“Final
    Closing Time” has the meaning set forth in Section 3.06.


 


	 	(kk)	“Funding”
    has the meaning set forth in Section 6.16(a).


 


	 	(ll)	“Funding
    Date” has the meaning set forth in Section 6.16(c).


 




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	 	(mm)	“Form
    8-K” has the meaning set forth in Section 10.09.


 


	 	(nn)	“Indemnified
    Party” has the meaning set forth Section 9.03.


 


	 	(oo)	“Indemnifying
    Party” has the meaning set forth Section 9.03.


 


	 	(pp)	“Law”
    means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.


 


	 	(qq)	“Lien”
    means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional
    sale or voting agreement or proxy, including any agreement to give any of the foregoing.


 


	 	(rr)	“Lock-Up
    Shares” has the meaning set forth in Section 6.12.


 


	 	(ss)	“Losses”
    and “Loss” has the meaning set forth in Section 9.01.


 


	 	(tt)	“Magiclytics
    Board” have the meaning set forth in Section 2.05(b)(i).


 


	 	(uu)	“Magiclytics
    Indemnified Party” has the meaning set forth in Section 9.02.


 


	 	(vv)	“Magiclytics
    Organizational Documents” has the meaning set forth in Section 4.01.


 


	 	(ww)	“Magiclytics
    Party” and “Magiclytics Parties” have the meanings set forth in the introductory paragraph hereto.


 


	 	(xx)	“Magiclytics
    Shareholder Indemnified Party” has the meaning set forth in Section 7.07(a).


 


	 	(yy)	“Magiclytics
    Shareholders” has the meaning set forth in the introductory paragraph hereto.


 


	 	(zz)	“Magiclytics
    Shares” has the meaning set forth in Section 2.01(a).


 


	 	(aaa)	“Magiclytics”
    has the meaning set forth in the introductory paragraph hereto.


 


	 	(bbb)	“Material
    Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse
    effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash
    flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary
    course of business.


 


	 	(ccc)	“Offer
    Price” has the meaning set forth in Section 6.13(c).


 


	 	(ddd)	“Offering
    Notice” has the meaning set forth in Section 6.13(c).


 


	 	(eee)	“Offering
    Shareholder” has the meaning set forth in Section 6.13(c).


 


	 	(fff)	“Order”
    means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order
    or consent of or by an Authority.


 


	 	(ggg)	“Party”
    and “Parties” have the meanings set forth in the introductory paragraph hereto.


 




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	 	(hhh)	“Person”
    means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
    limited liability company, association, trust or other entity or organization, including a government, domestic or foreign,
    or political subdivision thereof, or an agency or instrumentality thereof.


 


	 	(iii)	“Piggyback
    Registration” has the meaning set forth in Section 7.01.


 


	 	(jjj)	“Registration
    Indemnified Party” has the meaning set forth in Section 7.07(b).


 


	 	(kkk)	“Registration
    Indemnifying Party” has the meaning set forth in Section 7.07(c).


 


	 	(lll)	“Registration
    Statement” has the meaning set forth in Section 7.01.


 


	 	(mmm)	“Regulation
    S” has the meaning set forth in Section 4.13(f).


 


	 	(nnn)	“Right
    of First Refusal” has the meaning set forth in Section 6.13(d).


 


	 	(ooo)	“Rule
    144” has the meaning set forth in Section 4.13(f).


 


	 	(ppp)	“SEC”
    means the United States Securities and Exchange Commission.


 


	 	(qqq)	“Securities
    Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


	 	(rrr)	“Shareholders’
    Representative” has the meaning set forth in the introductory paragraph hereto.


 


	 	(sss)	“Tax(es)”
    means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind
    or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit,
    sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation,
    unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property,
    occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a
    transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of
    Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification
    or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.


 


	 	(ttt)	“Taxing
    Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or
    imposition of any Tax or the administration of any Law relating to any Tax.


 


	 	(uuu)	“Termination
    Date” means April 5, 2021, provided that the Parties may amend such Termination Date pursuant to Section 10.14(a).


 


	 	(vvv)	“Third-Party
    Claim” has the meaning set forth in Section 9.03(a).


 


	 	(www)	“Transaction
    Documents” means this Agreement and any other document entered into in connection with the transactions contemplated
    herein.


 




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	 	(xxx)	“Transactions”
    means the transactions contemplated by the Transaction Documents.


 


	 	(yyy)	“Transfer
    Closing Date” has the meaning set forth in Section 6.13(c).


 


	 	(zzz)	“Transfer”
    has the meaning set forth in Section 6.13(f).


 


	 	(aaaa)	“Transferrable
    Shares” has the meaning set forth in Section 6.13(a).


 


Section
1.02 Interpretive Provisions. Unless the express context otherwise requires:


 


	 	(a)	the
    words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this
    Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


	 	(b)	terms
    defined in the singular shall have a comparable meaning when used in the plural, and vice versa;


 


	 	(c)	the
    terms “Dollars” and “$” mean United States Dollars;


 


	 	(d)	references
    herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals
    or Exhibits of this Agreement;


 


	 	(e)	wherever
    the word “include,” “includes,” or “including” is used in this Agreement, it shall be
    deemed to be followed by the words “without limitation”;


 


	 	(f)	references
    herein to any gender shall include each other gender;


 


	 	(g)	references
    herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors
    and assigns; provided, however, that nothing contained in this Section 1.03(g) is intended to authorize any assignment or
    transfer not otherwise permitted by this Agreement;


 


	 	(h)	references
    herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;


 


	 	(i)	references
    herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or
    modified from time to time in accordance with the terms thereof;


 


	 	(j)	with
    respect to the determination of any period of time, the word “from” means “from and including” and
    the words “to” and “until” each means “to but excluding”;


 


	 	(k)	references
    herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded
    in whole or in part, and in effect from time to time; and


 


	 	(l)	references
    herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.


 




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Article
II. SHARE EXCHANGE


 


Section
2.01 The Exchange.


 


	 	(a)	On
    the terms and subject to the conditions set forth in this Agreement, the Magiclytics Shareholders, who hold an aggregate of
    5,000 shares of Magiclytics’ common stock, par value $0.01 per share, (the “Magiclytics Shares”) representing
    100% of Magiclytics’ issued and outstanding capital stock, shall sell, assign, transfer and deliver to the Company,
    free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description,
    a number of the Magiclytics Shares held by them, as set forth herein. The number of Magiclytics Shares held by each of the
    Magiclytics Shareholders as of the Effective Date is as set forth in on Exhibit A attached hereto, in the column entitled
    “Magiclytics Shares Owned”.


 


	 	(b)	Subject
    to the provisions of Section 6.01, the acquisitions of Magiclytics Shares as set forth herein shall be completed at one initial
    closing as set forth in Section 2.02 and the remainder of this Article II and thereafter at additional closings as may be
    determined by the Company pursuant to the provisions of Article III.


 


	 	(c)	The
    exchange as set forth in this Article II, subject to the other terms and conditions herein, is referred to collectively herein
    as the “Exchange.”


 


Section
2.02 Closing. On the first Business Day following the date on which the conditions to the Closing as set forth in Section
6.01 have been satisfied or waived by the Company, or such other date as the Parties may agree, each in their sole discretion
(as applicable, the “Closing Date”) the Company shall acquire from each Magiclytics Shareholder the number of Magiclytics
Shares owned by each such Magiclytics Shareholder as set forth on Exhibit A in the column entitled “Closing Magiclytics
Shares” with respect to each such Magiclytics Shareholder (the “Closing Magiclytics Shares”) in accordance with
the provisions herein (the “Closing”). At the Closing the Magiclytics Shareholders shall, on transfer of their respective
Closing Magiclytics Shares to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion
of the total Exchange Shares (as defined below).


 


Section
2.03 Payment. In exchange for each Closing Magiclytics Share, the Company shall issue to the applicable Magiclytics Shareholder
a number of shares of Company Common Stock equal to (i) $1,400, divided by (ii) the Share Price (as defined below) as of the Closing
Date, with any fractional shares of Company Common Stock issuable being rounded to the nearest whole share. The shares of Company
Common Stock to be issued to the Magiclytics Shareholders at the Closing are referred to as the “Exchange Shares”.


 


Section
2.04 Definitions and Additional Provisions.


 


	 	(a)	For
    purposes herein, the term “Share Price” shall mean for any date, the price determined by the first of the following
    clauses that applies:


 


	 	(i)	If
    the Company Common Stock is then listed for trading on the OTC Markets or a United States or Canadian national securities
    exchange (as applicable, the “Trading Market”), then the volume-weighted average (rounded to the nearest $0.0001)
    of the closing price of Common Stock on such Trading Market during the 20 Trading Day period immediately prior to the applicable
    measurement date, as reported by such Trading Market or other reputable source;


 




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	 	(ii)	if
    the Company Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for the Common Stock
    are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
    succeeding to its functions of reporting prices), the most recent bid price per share of the Company Common Stock so reported;
    and


 


	 	(iii)	if
    the Share Price cannot be calculated for such security on such date on bases as set forth in Section 2.04(a)(i) or Section
    2.04(a)(ii), the Share Price of such security on such date shall be the fair market value of such security as mutually determined
    in good faith by the Board of Directors of the Company and the Shareholders’ Representative after taking into consideration
    factors they may each deem appropriate, and provided that if the Company and the Shareholders’ Representative cannot
    so agree then such dispute shall be settled in accordance with the provisions for resolutions of disputes as set forth in
    the Agreement.


 


	 	(b)	All
    such determinations of the Share Price as set forth in Section 2.04(a)(i) or Section 2.04(a)(ii) shall be appropriately adjusted
    for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


	 	(c)	For
    purposes herein, “Trading Day” means any day on which the Company Common Stock (or any replacement security pursuant
    to Section 2.04(d)) is traded on the Trading Market or is otherwise reported on “pink sheets” by OTC Markets Group
    Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting prices.


 


	 	(d)	If,
    at any time prior to the determination of the Share Price, there shall be any merger, consolidation, or an exchange of shares,
    recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares
    of Company Common Stock shall be changed into the same or a different number of shares of another class or classes of stock
    or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets
    or more than 50% of the total outstanding shares of the Company other than in connection with a plan of complete liquidation
    of the Company, then the Magiclytics Shareholders shall thereafter have the right to receive at the Closing, if later, or
    any later Call Closing (as defined below), upon the basis and upon the terms and conditions specified herein and in lieu of
    the shares of Company Common Stock, such replacement stock, securities or assets, with equitable adjustments being made thereto
    with respect to the Share Price, as determined by the Company and the Shareholders’ Representative, and in the event
    that the shares of Company Common Stock shall be changed into the same or a different number of shares of another class or
    classes of stock or securities of the Company or another entity any references herein to the Company Common Stock, whether
    standing alone or as a part of another defined term, shall be deemed a reference to such replacement stock or securities.


 


Section
2.05 Magiclytics Deliverables at the Closing. At the Closing, Magiclytics or the Magiclytics Shareholders, as applicable,
shall deliver to the Company:


 


	 	(a)	Stock
    powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in
    form and substance satisfactory to the Company as required for the ownership of the Magiclytics Shares to be transferred to
    the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature,
    or description, with all necessary transfer Tax and other revenue stamps, acquired at each Magiclytics Shareholder’s
    expense, affixed; and


 




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	 	(b)	A
    certificate of the Secretary of Magiclytics and the Shareholders Representative on behalf of the Magiclytics Shareholders,
    dated as of the Closing Date, and:


 


	 	(i)	attaching
    and certifying (i) copies of the resolutions of the Board of Directors of Magiclytics (the “Magiclytics Board”)
    authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion
    of the transactions contemplated herein; and (ii) the Magiclytics Organizational Documents;


 


	 	(ii)	certifying
    that the conditions set forth in Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i) and Section 6.01(l) have
    been satisfied and that the statements therein are true and correct; and


 


	 	(iii)	attaching
    a certificate of status issued by the Wyoming Secretary of State for Magiclytics, dated as of a date within 5 days of the
    Closing Date.


 


Section
2.06 Company Deliverables at the Closing. At the Closing, the Company shall deliver:


 


	 	(a)	To
    the Shareholders’ Representative for further distribution to the Magiclytics Shareholders, the Exchange Shares in accordance
    with Section 2.03;


 


	 	(b)	If
    such Magiclytics Shareholder has actually delivered a certificate for such Magiclytics Shares to the Company pursuant to Section
    2.05(a), then to the Shareholders’ Representative for further distribution to the applicable Magiclytics Shareholders,
    a certificate evidencing the remaining shares of Magiclytics Shares to be held by such Magiclytics Shareholders following
    the Closing; and


 


	 	(c)	a
    certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing
    Date.


 


Section
2.07 Additional Documents. At the Closing, the Company, Magiclytics, the Shareholders’ Representative and the Magiclytics
Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all
certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this
Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the
Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.


 




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Article
III. CALL OPTION


Section
3.01 Call Right.


 


	 	(a)	Provided
    that the Closing occurs, for a period from the Closing Date until December 31, 2021 (the “Call Period”), the Company
    shall have the rights as set forth in this Article III, subject to the remaining provisions of this Agreement.


 


	 	(b)	Subject
    to the provisions of Section 6.01, at any time during the Call Period, the Company shall have the right to require the Magiclytics
    Shareholders to sell to the Company, and each Magiclytics Shareholder agrees to sell to the Company, at one or more times
    as determined by the Company and subject to the terms and conditions herein, up to the number of the Magiclytics Shares held
    by each of the Magiclytics Shareholders as set forth on Exhibit A in the column entitled “Call Magiclytics Shares”
    with respect to each such Magiclytics Shareholder (the “Call Magiclytics Shares”).


 


	 	(c)	The
    Company shall exercise its rights pursuant to this Article III by delivering to the Magiclytics Shareholders a notice (the
    “Call Notice”) which shall set forth the number of Call Magiclytics Shares which the Company desires to buy from
    the Magiclytics Shareholders pursuant to this Article III at such time, which shall be apportioned pro-rata between the Magiclytics
    Shareholders, and the total purchase price thereof, calculated as set forth herein. The Company may exercise its rights pursuant
    to this Article III at one or more times at any time during the Call Period.


 


	 	(d)	The
    delivery of a Call Notice by the Company shall irrevocably commit the Company to purchase, and the Magiclytics Shareholders
    to sell, the Call Magiclytics Shares referenced in the Call Notice at the applicable Call Closing (as defined below), subject
    to the satisfaction of the conditions precedent set forth in Section 6.01.


 


Section
3.02 Closing. Subject to the prior satisfaction or waiver by the Company of the conditions as set forth in Section 6.01,
the closing of any acquisition of Call Magiclytics Shares pursuant to this Article III (each, a “Call Closing”) shall
occur on the date as set forth in the applicable Call Notice, which date shall be between two (2) and five (5) Business Days from
the date of delivery of the applicable Call Notice (each, a “Call Closing Date”). At the applicable Call Closing the
Magiclytics Shareholders shall, on transfer of their respective Call Magiclytics Shares to the Company, be recorded in the stock
ledger of the Company as the owners of the applicable portion of the total Call Payment Shares (as defined below).


 


Section
3.03 Payment. In exchange for each Call Magiclytics Share, the Company shall issue to the applicable Magiclytics Shareholder
a number of shares of Company Common Stock equal to (i) $1,400, divided by (ii) the Share Price as of the applicable Call Closing
Date, with any fractional shares of Company Common Stock issuable being rounded to the nearest whole share. The shares of Company
Common Stock to be issued to the Magiclytics Shareholders at a Call Closing are referred to as the “Call Payment Shares”.


 


Section
3.04 Magiclytics Deliverables at each Call Closing. At each Call Closing, Magiclytics or the Magiclytics Shareholders,
as applicable, shall deliver to the Company:


 


	 	(a)	Stock
    powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in
    form and substance satisfactory to the Company as required for the ownership of the Call Magiclytics Shares to be transferred
    to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature,
    or description, with all necessary transfer Tax and other revenue stamps, acquired at each Magiclytics Shareholder’s
    expense, affixed; and


 


	 	(b)	A
    certificate of the Secretary of Magiclytics and the Shareholders Representative on behalf of the Magiclytics Shareholders,
    dated as of the applicable Call Closing Date, and:


 




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	 	(i)	certifying
    that the conditions set forth in Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i) and Section 6.01(l) have
    been satisfied and that the statements therein are true and correct as of the applicable Call Closing Date;


 


	 	(ii)	attaching
    a certificate of status issued by the Wyoming Secretary of State for Magiclytics, dated as of a date within 5 days of the
    applicable Call Closing Date; and


 


	 	(iii)	if
    such Call Closing is one which causes the Final Closing Time (as defined below) to occur, attaching executed copies of the
    consent of the Magiclytics Board evidencing the completion of the actions as set forth in Section 3.06(a) and Section 3.06(b).


 


Section
3.05 Company Deliverables at each Call Closing. At each Call Closing, the Company shall deliver:


 


	 	(a)	To
    the Shareholders’ Representative for further distribution to the Magiclytics Shareholders, the Call Payment Shares for
    the applicable Call Closing in accordance with Section 3.03;


 


	 	(b)	If
    such Magiclytics Shareholder has actually delivered a certificate for such Magiclytics Shares to the Company pursuant to Section
    3.04(a), then to the Shareholders’ Representative for further distribution to the applicable Magiclytics Shareholders,
    a certificate evidencing the remaining shares of Magiclytics Shares to be held by such Magiclytics Shareholders following
    the applicable Call Closing; and


 


	 	(c)	A
    certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the applicable
    Call Closing Date.


 


Section
3.06 Actions at the Final Call Closing. In addition to the other provisions herein, at the Call Closing at which the Company
acquires Call Magiclytics Shares sufficient such that the Company owns a majority of the issued and outstanding Magiclytics Shares
(such time, the “Final Closing Time”), the Parties shall undertake the following actions:


 


	 	(a)	The
    directors of Magiclytics shall undertake such actions as required to expand the size of the Magiclytics Board to a number
    of persons as required such that the persons selected by the Company may be named to the Magiclytics Board and constitute
    a majority of the Magiclytics Board thereafter, and to name such persons as selected by the Company as directors on the Magiclytics
    Board.


 


	 	(b)	The
    Magiclytics Board shall undertake such actions as required to name Christian Young as the Chief Executive Officer of Magiclytics,
    Wilfred Man as the President and Secretary of the Magiclytics and Simon Yu as the Chief Operating Officer of Magiclytics,
    and to remove any other officers of the Company.


 


	 	(c)	Immediately
    following the Final Closing Time, unless otherwise agreed in writing by the Company, all other officers of Magiclytics other
    than those named in Section 3.06(b) shall immediately resign from all positions that such officers hold as an officer of Magiclytics,
    and all directors of Magiclytics other than those selected by the Company pursuant to Section 3.06(a) shall resign as directors
    of Magiclytics.


 




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	 	(d)	Immediately
    following the Final Closing Time, the Company shall be responsible for all outstanding accounts payables and operating costs
    to continue operations of Magiclytics including but not limited to payment to any of its vendors, lenders, or other parties
    in which Magiclytics engages with in the regular course of its business.


 


Section
3.07 Additional Documents. At each Call Closing, the Company, Magiclytics, the Shareholders’ Representative and the
Magiclytics Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered),
any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required
by this Agreement to be so delivered at or prior to the applicable Call Closing, together with such other items as may be reasonably
requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.


 


Section
3.08 Legal Prohibition. In the event that there exists any legal prohibition as to the completion of any Call Closing,
the obligation of the Parties to complete such Call Closing shall be suspended for the period of such prohibition, provided, however,
that the Company, Magiclytics and the Magiclytics Shareholders shall use their commercially reasonable efforts to cause such legal
prohibition to be lifted such that the Call Closing, as applicable, may be completed. Notwithstanding the forgoing, (a) the Company
shall not be obligated to exert any efforts to lift a legal prohibition that is caused by the action or inaction of Magiclytics
or any Magiclytics Shareholder, (b) neither Magiclytics nor any Magiclytics Shareholder shall be obligated to exert any efforts
to lift a legal prohibition that is caused by the action or inaction of the Company; and (c) none of the Company, Magiclytics
or any Magiclytics Shareholder shall be obligated to exert any efforts to lift a legal prohibition that applies to all Persons
generally and is not directed towards the Company, Magiclytics or any Magiclytics Shareholder.


 


Article
IV. REPRESENTATIONS
AND WARRANTIES OF THE MAGICLYTICS PARTIES


 


As
an inducement to, and to obtain the reliance of the Company, the Magiclytics Parties, jointly and severally (other than with respect
to the representations and warranties as set forth in Section 4.07 and Section 4.13 which are given by each Magiclytics Shareholder
individually, severally and not jointly and severally, and solely with respect to the Magiclytics Shares held by such Magiclytics
Shareholder and with to the Exchange Shares and the Call Payment Shares (collectively, the “Company Shares”) to be
received by such Magiclytics Shareholder, as applicable) represent and warrant to the Company, as of the Effective Date and as
of the Closing Date and as of each Call Closing Date except as otherwise specifically set forth below as to representations and
warranties which speak solely with respect to a particular date, as follows, and provided that the representations and warranties
as set forth in Section 4.05(a) and Section 4.05(b) shall be deemed automatically updated following the Closing and any Call Closing
to reflect the acquisition by the Company of the applicable Magiclytics Shares:


 


Section
4.01 Corporate Existence and Power. Magiclytics is a corporation duly organized, validly existing, and in good standing
under the Laws of the state of Wyoming, and has the corporate power and is duly authorized under all applicable Laws, regulations,
ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Magiclytics
has delivered to the Company complete and correct copies of the organizational documents and the corporate minute books of Magiclytics
as in effect on the Effective Date (the “Magiclytics Organizational Documents”). Magiclytics has full corporate power
and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease
its properties and assets.


 




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Section
4.02 Due Authorization. The execution, delivery and performance of this Agreement
does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the
Magiclytics Organizational Documents. Magiclytics has taken all actions required
by Law, the Magiclytics Organizational Documents
or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions
herein contemplated.


 


Section
4.03 Valid Obligation. This Agreement and all agreements and other documents executed by Magiclytics and the Magiclytics
Shareholders in connection herewith constitute the valid and binding obligations of Magiclytics and the Magiclytics Shareholders,
as applicable, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.


 


Section
4.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by any Magiclytics Party
requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.


 


Section
4.05 Authorized Shares and Capital.


 


	 	(a)	The
    authorized capital stock of Magiclytics consists of (i) 5,000 shares of common stock, par value $0.01 per share, of which
    5,000 shares are issued and outstanding and (ii) no shares of preferred stock. All of the issued and outstanding Magiclytics
    Shares are held, collectively, by the Magiclytics Shareholders.


 


	 	(b)	The
    Magiclytics Shareholders’ ownership of Magiclytics Shares is as set forth on Exhibit A attached hereto, which Exhibit
    A is true, correct and complete in all respects.


 


	 	(c)	Magiclytics
    has no outstanding options, rights or commitments to issue shares of Magiclytics Shares or any other equity security of Magiclytics,
    and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Magiclytics Shares or
    any other equity security of Magiclytics.


 


	 	(d)	There
    is no voting trust, agreement or arrangement among any of the beneficial holders of Magiclytics Shares affecting the nomination
    or election of directors or the exercise of the voting rights of Magiclytics Shares.


 


	 	(e)	The
    offer, issuance and sale of such shares of Magiclytics Shares were (a) exempt from the registration and prospectus delivery
    requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under
    the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity
    with all other applicable securities Laws. None of such shares of Magiclytics Shares are subject to a right of withdrawal
    or a right of rescission under any federal or state securities or “Blue Sky” Law.


 


Section
4.06 Validity of Shares. The shares of Magiclytics Shares to be delivered at the Closing and at each Call Closing shall
be duly and validly issued, fully paid and non-assessable and free and clear of any Liens.


 




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Section
4.07 Title to and Issuance of the Magiclytics Shares. Each of the Magiclytics Shareholders is, and on the Closing Date
and any applicable Call Closing Date will be, the record and beneficial owner and holder of the Magiclytics Shares to be delivered
at the Closing or the Call Closing, as applicable, free and clear of all Liens. Each of the Magiclytics Shareholders is, and on
the Closing Date or any Call Closing Date, as applicable, will be, the record and beneficial owner and holder of the Magiclytics
Shares to be delivered at the Closing or the Call Closing, as applicable, free and clear of all Liens. None of the Magiclytics
Shares is subject to pre-emptive or similar rights, either pursuant to any Magiclytics Organizational Document, requirement of
Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any Magiclytics Shares
or other interests in the Company from the Magiclytics Shareholders.


 


Section
4.08 No Subsidiaries. Magiclytics does not have any subsidiaries, and does not own, beneficially or of record, any equity
interests of any other Person.


 


Section
4.09 Absence of Certain Changes or Events. Since the Effective Date:


 


	 	(a)	There
    has not been any Material Adverse Change in the business, operations, properties, assets, or condition (financial or otherwise)
    of Magiclytics;


 


	 	(b)	Magiclytics
    has not (i) amended the Magiclytics Organizational Documents; (ii) declared or made, or agreed to declare or make, any payment
    of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to
    purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting;
    (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any
    increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee
    benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and


 


	 	(c)	Magiclytics
    has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities
    calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material
    obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary
    course of business; sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled,
    or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other
    corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection
    with this Agreement


 


Section
4.10 Compliance With Laws and Regulations. Magiclytics has complied with all applicable statutes and regulations of any
provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets, or condition of Magiclytics or except to the extent
that noncompliance would not result in the occurrence of any material liability for Magiclytics.


 




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Section
4.11 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate
or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Magiclytics
is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect
on Magiclytics.


 


Section
4.12 Taxes. Magiclytics has duly and punctually paid all governmental fees and taxes which it has become liable to pay
and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection
with any claim for governmental fees or taxes and Magiclytics has made any and all proper declarations and returns for tax purposes
and all information contained in such declarations and returns is true and complete.


 


Section
4.13 Investment Representations. For purposes of this Section 4.13, any reference to the “Company Shares” shall
be deemed solely to be a reference to the portion of the Company Shares being delivered to such applicable Magiclytics Shareholder.


 


	 	(a)	Investment
    Purpose. Such Magiclytics Shareholder understands and agrees that the consummation of this Agreement including the delivery
    of the Company Shares to such Magiclytics Shareholder in exchange for the Magiclytics Shares held by such Magiclytics Shareholder
    as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes
    and that the Company Shares being acquired by such Magiclytics Shareholder are being acquired by such Magiclytics Shareholder
    for such Magiclytics Shareholder’s own account and not with a present view towards the public sale or distribution thereof,
    except pursuant to sales registered or exempted from registration under the Securities Act.


 


	 	(b)	Investor
    Status. Such Magiclytics Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of
    Regulation D (an “Accredited Investor”). Such Magiclytics Shareholder has been furnished with all documents and
    materials relating to the business, finances and operations of the Company and its subsidiaries and information that such
    Magiclytics Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying
    transactions.


 


	 	(c)	Reliance
    on Exemptions. Such Magiclytics Shareholder understands that the Company Shares are being offered and sold to such Magiclytics
    Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities
    Laws and that the Company is relying upon the truth and accuracy of, and such Magiclytics Shareholder’s compliance with,
    the representations, warranties, agreements, acknowledgments and understandings of such Magiclytics Shareholder set forth
    herein in order to determine the availability of such exemptions and the eligibility of such Magiclytics Shareholder to acquire
    the Company Shares.


 


	 	(d)	Information.
    Such Magiclytics Shareholder and his advisors, if any, have been furnished with all materials relating to the business, finances
    and operations of the Company and materials relating to the offer and sale of the Company Shares which have been requested
    by such Magiclytics Shareholder or his advisors. Such Magiclytics Shareholder and his advisors, if any, have been afforded
    the opportunity to ask questions of the Company. Such Magiclytics Shareholder understands that his investment in the Company
    Shares involves a significant degree of risk. Such Magiclytics Shareholder is not aware of any facts that may constitute a
    breach of any of the Company’s representations and warranties made herein.


 




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	 	(e)	Governmental
    Review. Such Magiclytics Shareholder understands that no United States federal or state agency or any other government
    or governmental agency has passed upon or made any recommendation or endorsement of the Company Shares.


 


	 	(f)	Transfer
    or Resale. Such Magiclytics Shareholder understands that (i) the sale or re-sale of the Company Shares has not been and
    is not being registered under the Securities Act or any applicable state securities Laws, and the Company Shares may not be
    transferred unless (a) the Company Shares are sold pursuant to an effective registration statement under the Securities Act,
    (b) such Magiclytics Shareholder shall have delivered to the Company, at the cost of such Magiclytics Shareholder, an opinion
    of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the
    effect that the Company Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
    which opinion shall be accepted by the Company, (c) the Company Shares are sold or transferred to an “affiliate”
    (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of such Magiclytics
    Shareholder who agree to sell or otherwise transfer the Company Shares only in accordance with this Section 4.13 and who is
    an Accredited Investor, (d) the Company Shares are sold pursuant to Rule 144, or (e) the Company Shares are sold pursuant
    to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Magiclytics Shareholder
    shall have delivered to the Company, at the cost of such Magiclytics Shareholder, an opinion of counsel that shall be in form,
    substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;
    (ii) any sale of such Company Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule
    and further, if said Rule is not applicable, any re-sale of such Company Shares under circumstances in which the seller (or
    the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)
    may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder;
    and (iii) other than as set forth in Article VII, neither the Company nor any other person is under any obligation to register
    such Company Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any
    exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the
    Company Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


	 	(g)	Legends.
    Such Magiclytics Shareholder understands that the Company Shares, until such time as the Company Shares have been registered
    under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of
    securities as of a particular date that can then be immediately sold, the Company Shares may bear a standard Rule 144 legend
    and a stop-transfer order may be placed against transfer of the certificates for such Company Shares.


 


	 	(h)	Removal.
    The legend(s) referenced in Section 4.13(g) shall be removed and the Company shall issue a certificate without such legend
    to the holder of any Company Shares upon which it is stamped, if, unless otherwise required by applicable state securities
    Laws, (a) the Company Shares are registered for sale under an effective registration statement filed under the Securities
    Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as
    of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel,
    in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale
    or transfer of such Company Shares may be made without registration under the Securities Act, which opinion shall be accepted
    by the Company so that the sale or transfer is effected. Such Magiclytics Shareholder agrees to sell all Company Shares, including
    those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery
    requirements, if any.


 




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Article
V. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


As
an inducement to, and to obtain the reliance of Magiclytics and the Magiclytics Shareholders, the Company represents and warrants
to Magiclytics and the Magiclytics Shareholders, as of the Effective Date and as of the Closing Date and as of any Call Closing
Date except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to
a particular date, as follows:


 


Section
5.01 Corporate Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing
under the Laws of the State of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations,
ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The
Company has delivered to the Shareholders’ Representative complete and correct copies of the articles of incorporation and
bylaws of the Company as in effect on the Effective Date (the “Company Organizational Documents”). The execution and
delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision
of the Company Organizational Documents. The Company has taken all action required by Law, the Company Organizational Documents,
or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right
and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein
contemplated.


 


Section
5.02 Due Authorization. The execution, delivery and performance of this Agreement
does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the
Company Organizational Documents. The Company has taken all actions required
by Law, the Company Organizational Documents
or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein
contemplated.


 


Section
5.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith
constitute the valid and binding obligations of the Company, enforceable in accordance with its or their terms, except as may
be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally
and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before
which any proceeding therefore may be brought.


 


Section
5.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Company requires
any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.


 


Section
5.05 Authorized Shares. As of the Effective Date, the authorized capital stock of the Company consists of (i) 500,000,000
shares of common stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share
(the “Preferred Stock”). All issued and outstanding shares are legally issued, fully paid, and non-assessable and
not issued in violation of the preemptive or other rights of any person.


 




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Section
5.06 Information. The information concerning the Company set forth in this Agreement is complete and accurate in all material
respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not misleading.


 


Section
5.07 Absence of Certain Changes or Events. Since the Effective Date there has not been any Material Adverse Change in the
business, operations, properties, assets or condition of the Company; and, to its knowledge, the Company has not become subject
to any Law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations,
properties, assets or condition of the Company.


 


Section
5.08 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge
of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties,
at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator
of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree,
award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after
reasonable investigation would result in the discovery of such default.


 


Section
5.09 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate
or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company
is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect
on the Company.


 


Section
5.10 Compliance With Laws and Regulations. The Company has complied with all United States federal, state or local or any
applicable foreign Laws applicable to the Company and the operation of its business, except where the failure to so comply would
reasonably be expected to result in a Material Adverse Effect on the Company.


 


Section
5.11 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement
by the Company and has approved this Agreement and the transactions contemplated hereby.


 


Article
VI. ADDITIONAL
COVENANTS AND AGREEMENTS OF THE PARTIES


 


Section
6.01 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Closing or the Call
Closing, as applicable, are subject to the satisfaction (or waiver by the Company), at or before the Closing Date or the Call
Closing Date, as applicable, of the following conditions:


 


	 	(a)	No
    provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the consummation of
    the Closing or the Call Closing, as applicable;


 




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	 	(b)	There
    shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing
    or the Call Closing, as applicable;


 


	 	(c)	The
    Parties shall have received all necessary approvals from all required Authorities to consummate the transactions contemplated
    herein;


 


	 	(d)	If
    requested by the Company prior any Closing or the Call Closing, as applicable, Magiclytics shall have provided to the Company
    audited financial statements for Magiclytics and related auditor reports thereon from a Public Company Accounting Oversight
    Board-registered auditor which consents to the inclusion of its statements in SEC public filings, for each of the two most
    recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included
    in the SEC Reports following the Closing or the Call Closing, as applicable, pursuant to applicable Law, and unaudited statements
    for any other required interim periods


 


	 	(e)	the
    Company shall have completed its due diligence investigation of Magiclytics to the Company’s satisfaction in the Company’s
    sole discretion;


 


	 	(f)	The
    representations and warranties made by Magiclytics and the Magiclytics Shareholders in this Agreement shall have been true
    and correct when made and shall be true and correct in all material respects (other than representations and warranties which
    are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties
    in Section 4.05, Section 4.06 and Section 4.07 which shall each be true and correct in all respects) at the Closing Date or
    the Call Closing Date, as applicable, with the same force and effect as if such representations and warranties were made at
    and as of the Closing Date or the Call Closing Date, as applicable, except for changes therein permitted by this Agreement
    and provided that the representations and warranties as set forth in Section 4.05(b) shall be deemed automatically updated
    to reflect any acquisitions of Magiclytics Shares by the Company as set forth herein;


 


	 	(g)	No
    Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or
    prospects of Magiclytics from the Effective Date to the Closing Date or the Call Closing Date, as applicable;


 


	 	(h)	Each
    of the Magiclytics Parties shall have performed or complied with all covenants and conditions required by this Agreement to
    be performed or complied with by such Magiclytics Parties prior to or at the Closing Date or the Call Closing Date, as applicable;


 


	 	(i)	Magiclytics’
    Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn
    such approval;


 


	 	(j)	The
    Company’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not
    have withdrawn such approval;


 


	 	(k)	at
    least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated
    herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated
    herein and shall not have withdrawn such approval; and


 


	 	(l)	All
    consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles
    in connection with the transactions contemplated herein, or for the continued operation of Magiclytics after the Closing Date
    or the Call Closing Date, as applicable, on the basis as presently operated shall have been obtained.


 




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Section
6.02 No Conditions to the Obligations of the Magiclytics Parties. For the avoidance of doubt, there shall no conditions
precedent to the obligations of any Magiclytics Party to consummate the Closing or the Call Closing, as applicable.


 


Section
6.03 One Closing Option. Notwithstanding the other provisions herein, the Parties acknowledge and agree that the Company
may elect, in its sole discretion, to complete the initial Closing and one or more Call Closings with respect to some or all of
the Call Magiclytics Shares, together, on the Closing Date, in one closing. In such event, the Parties acknowledge and agree that
(i) there shall be one determination of the Share Price with respect to such closing; (ii) Magiclytics and the Magiclytics Shareholders
shall be required to deliver the documents and items as set forth in Section 2.05(b) and not those in Section 3.04(b); (iii) the
Company shall be required to deliver the documents and items in Section 2.06(b) and not those in Section 3.05(b); and (iv) the
Parties shall otherwise reasonable cooperate to make such modifications to the closing processes as set forth herein, subject
to the written agreement of all of the Parties, as may reasonably be required to effect the orderly completion of the Closing
and the applicable Call Closing(s) on the same date and in one transaction.


 


Section
6.04 Delivery of Books and Records. In the event that the Final Closing Time occurs, at such final Call Closing, Magiclytics
shall deliver to the Company the originals of the corporate minute books, books of account, contracts, records, and all other
books or documents of Magiclytics in the possession of Magiclytics or its representatives.


 


Section
6.05 Third Party Consents and Certificates. The Company and the Magiclytics Parties agree to cooperate with each other
in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.


 


Section
6.06 Actions Prior to the Final Closing Time. From and after the Effective Date until the Final Closing Time or the earlier
termination of this Agreement in accordance with its terms and except as permitted or contemplated by this Agreement, the Company
and Magiclytics, respectively, will each:


 


	 	(a)	maintain
    and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear
    and tear and damage due to casualty;


 


	 	(b)	maintain
    in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;


 


	 	(c)	perform
    in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting
    its assets, properties, and business;


 


	 	(d)	use
    its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its
    relationship with its material suppliers and customers; and


 


	 	(e)	fully
    comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including
    without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental
    authorities.


 




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Section
6.07 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each
of the Parties shall promptly notify each of the other Parties of:


 


	 	(a)	any
    notice or other communication from any Person alleging that the consent of such Person is or may be required in connection
    with any of the Transactions;


 


	 	(b)	any
    notice or other communication from any governmental or regulatory agency or authority in connection with the Transactions;
    and


 


	 	(c)	any
    actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving
    or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to have been disclosed
    pursuant hereto or that relates to the consummation of the Transactions.


 


Section
6.08 Due Diligence Review and Reports. Following the Effective Date until the Final Closing Time, Magiclytics shall give
to the Company and its authorized representatives full and complete access to the books and records, contracts, facilities and
personnel of Magiclytics as the Company and its authorized representatives may request so that the Company may complete its due
diligence investigation of Magiclytics and the Magiclytics Shares and shall provide to the Company monthly operational reports
with respect to the business of Magiclytics, including but not limited to sales, software development and business development.
Magiclytics also agrees to provide the Company and its authorized representatives with access to any information in Magiclytics’
or the Magiclytics Shareholders’ possession or within Magiclytics’ or the Magiclytics Shareholders’ control
that contains information generated by Magiclytics or the Magiclytics Shareholders regarding Magiclytics relative to its financial,
operational, and/or regulatory condition (present, past, or prospective). If the Company, in its sole discretion, at any time
prior to the Closing or following the Closing or any Call Closing and prior to the completion of all possible Call Closings determines
that its due diligence review of Magiclytics is not satisfactory to the Company, then the Company may terminate this Agreement
upon notice to Magiclytics and the Shareholders’ Representative.


 


Section
6.09 Limitation on Business Activities. Following the Effective Date and until the earlier to occur of the termination
of this Agreement or the Final Closing Time, except for the Transactions, Magiclytics and the Magiclytics shareholders shall not,
without the prior written consent of the Company:


 


	 	(a)	make
    any material change in the type or nature of Magiclytics’ business, or in the nature of Magiclytics’ operations;


 


	 	(b)	enter
    into, create, assume or suffer to exist any debt, Contract or other obligation in excess of $20,000, other than that currently
    in existence;


 


	 	(c)	amend,
    modify, withdraw or terminate any of the Magiclytics Organizational Documents;


 


	 	(d)	issue
    any additional Equity Securities or any Derivatives of Magiclytics;


 


	 	(e)	Engage
    or other hire, or terminate, any employee, contractor or consultant or enter into any Contract with any of the forgoing;


 





	 	(f)	enter
    into any new agreements of any kind or undertake any new obligations or liabilities likely to have a material impact on Magiclytics’
    business; or


 





	 	(g)	enter
    into any agreements to undertake any of the forgoing.


 




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Section
6.10 No-Shop.


 


	 	(a)	From
    the Effective Date until the first to occur of the Final Closing Time or the termination of this Agreement in accordance with
    its terms, none of Magiclytics Parties shall, and each of the Magiclytics Parties shall cause the Representatives of any of
    the Magiclytics Parties not to, directly or indirectly:


 


	 	(i)	solicit,
    initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Inquiry;


 


	 	(ii)	furnish
    any non-public information regarding Magiclytics to any Person who has made an Acquisition Inquiry;


 


	 	(iii)	engage
    in discussions or negotiations with any Person who has made any Acquisition Inquiry;


 


	 	(iv)	approve,
    endorse or recommend any Acquisition Inquiry or Acquisition Transaction;


 


	 	(v)	withdraw
    or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or


 


	 	(vi)	enter
    into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar
    agreement for any Acquisition Inquiry or Acquisition Transaction.


 


	 	(b)	From
    the Effective Date until the first to occur of the Final Closing Time or the termination of this Agreement in accordance with
    its terms, the Magiclytics Board shall not (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition
    Transaction relating to Magiclytics, (ii) take any action to make the provisions of any “fair price”, “moratorium”,
    “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation
    inapplicable to any transaction contemplated by an Acquisition Inquiry or Acquisition Transaction related to Magiclytics,
    or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize Magiclytics to enter into,
    any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or contract or other
    instrument in respect of or relating to an Acquisition Inquiry or Acquisition Transaction.


 


	 	(c)	Magiclytics
    shall promptly, within 36 hours, advise the Company orally and in writing of any Acquisition Inquiry (including the identity
    of the Person making or submitting such Acquisition Inquiry and the terms thereof and all material modifications thereto)
    that is made or submitted by any Person during the period beginning on the Effective Date until the Final Closing Time or
    the termination of this Agreement in accordance with its terms. Magiclytics shall keep the Company reasonably informed on
    a current basis of any material developments in the status and terms of any such Acquisition Inquiry or related Acquisition
    Transaction (including whether such Acquisition Inquiry has been withdrawn or rejected and any material change to the terms
    thereof).


 





	 	(d)	The
    Magiclytics Parties shall immediately cease and cause to be terminated any discussions existing as of the Effective Date with
    any Person that relate to any Acquisition Inquiry or Acquisition Transaction proposed on or prior to the Effective Date. The
    Magiclytics Parties acknowledge and agree that any actions taken by or at the direction of a Representative of any Magiclytics
    Party that, if taken by any Magiclytics Party, would constitute a breach or violation of this Section 6.10 will be deemed
    to constitute a breach and violation of this Section 6.10 by the Magiclytics Parties.


 




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Section
6.11 Additional Magiclytics Covenants.


 


	 	(a)	Except
    as otherwise contemplated herein, between the Effective Date and the end of the Call Period, Magiclytics and the Magiclytics
    Shareholders will not (i) amend the Magiclytics Organizational Documents, including, without limitation, to complete any forward
    split or reverse split of the Magiclytics Shares; (ii) declare or make, or agree to declare or make, any payment of dividends
    or distributions of any assets of any kind whatsoever to any shareholder of Magiclytics purchase or redeem, or agree to purchase
    or redeem, any Magiclytics Shares; (iii) make any material change in the method of management, operation or accounting of
    Magiclytics; (iv) enter into any other material transaction other than sales in the ordinary course of Magiclytics’
    business; (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement,
    or other employee benefit plan, payment, or arrangement made to, for, or with Magiclytics’ officers, directors, or employees;
    or (vi) undertake any merger, share exchange, reorganization or any similar transaction, or undertake any transaction which
    could reasonably be expected to adversely affect the rights of the Company hereunder or the ability of the Parties to consummate
    the Transactions.


 


	 	(b)	Except
    as otherwise contemplated herein, between the Effective Date and the end of the Call Period, Magiclytics will not (i) grant
    or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire Magiclytics Shares
    or other Equity Securities of Magiclytics, or other securities convertible into, exchangeable for, or otherwise giving the
    holder thereof the right to acquire, Magiclytics Shares or other Equity Securities of Magiclytics; (ii) borrow or agree to
    borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed
    herein and except liabilities incurred in the ordinary course of business; (iii) sell or transfer, or agree to sell or transfer,
    any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree
    to issue or Magiclytics Shares or other Equity Securities of Magiclytics, including debentures or other debt obligations,
    except in connection with this Agreement.


 


	 	(c)	In
                                         the event that Magiclytics undertakes any of the actions as set forth in Section
                                         6(11)(a) or Section 6(11)(b) despite the prohibitions therein, then, in additional
                                         to any other rights and remedies of the Company hereunder, the number and form of the
                                         Closing Magiclytics Shares and the Call Magiclytics Shares that the Company has the right
                                         to acquire hereunder shall be automatically adjusted and amended such that the Company
                                         has the right to acquire 51% of the total Equity Securities of Magiclytics or any other
                                         applicable entity.



 




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Section
6.12 Lock-Up. From the Effective Date until the earlier of the Final Closing Time or the termination of this Agreement
in accordance with its terms, no Magiclytics Shareholder will, directly or indirectly (a) offer for sale, sell, pledge or otherwise
dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by
any person at any time in the future of) any of the Magiclytics Shares held by such Magiclytics Shareholder which the Company
has a right to acquire or which may be acquired by the Company hereunder, being the total Magiclytics Shares as set forth in Exhibit
A in the columns entitled “Closing Magiclytics Shares” and “Call Magiclytics Shares” (as to each Magiclytics
Shareholder individually, and the Magiclytics Shareholders collectively, as applicable, the “Lock-Up Shares”); (b)
enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits
or risks of ownership of the Lock-Up Shares held by such Magiclytics Shareholder, whether any such transaction is to be settled
by delivery of Magiclytics Shares or other securities, in cash or otherwise; or (c) publicly disclose the intention to do any
of the foregoing. Magiclytics covenants and agrees that it and its transfer agent, if any, shall decline to register any transfer
of Magiclytics Shares if such transfer would constitute a violation or breach of this Agreement and to imprint on any certificate
representing any Lock-Up Shares a legend describing the restrictions contained herein or customarily notate within the transfer
agent records if shares are held in book entry form, substantially in the form as follows: “THE SHARES REPRESENTED HEREBY
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF AN AGREEMENT
BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES AND CERTAIN OTHER PARTIES. THE SECRETARY OF THE COMPANY WILL, UPON
WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” Each Magiclytics Shareholder hereby
authorizes Magiclytics and its transfer agent, if any, to place stop-transfer restrictions on the stock register and other records
relating to any Lock-Up Shares. The provisions of this Section 6.12 shall not apply to any sales or transfers of Magiclytics Shares
to the Company pursuant to the provisions of this Agreement.


 


Section
6.13 Right of First Refusal.


 


	 	(a)	With
    respect to the Magiclytics Shares held by each Magiclytics Shareholder other than the Lock-Up Shares, as set forth on Exhibit
    A attached hereto in the column entitled “Transferrable Shares” (as to each Magiclytics Shareholder individually,
    and the Magiclytics Shareholders collectively, as applicable, the “Transferrable Shares”), any Transfer (as defined
    below) of any Transferrable Shares between the Effective Date and the earlier of the Final Closing Time or the termination
    of this Agreement in accordance with its terms shall be subject to the provisions of this Section 6.13.


 


	 	(b)	Any
    references in this Section 6.13 to a “Magiclytics Share” shall be deemed a reference solely to any Magiclytics
    Share which is intended to be Transferred.


 


	 	(c)	In
    the event a Magiclytics Shareholder voluntarily desires to Transfer any Magiclytics Share(s) to any Person, said Magiclytics
    Shareholder (the “Offering Shareholder”), shall send a written notice containing the terms and conditions of the
    proposed Transfer, the number of Magiclytics Share(s) that the Offering Shareholder proposes to Transfer, the price therefor
    on a per-Magiclytics Share basis, which price must be equal for each Magiclytics Share proposed to be Transferred (the “Offer
    Price”) and the proposed date for the closing of the Transfer (the “Transfer Closing Date”) which may be
    no sooner than ten (10) days and no more than thirty (30) days following the date of the notice, to the Company at the address
    listed herein (the “Offering Notice”).


 




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	 	(d)	Upon
    receipt of the Offering Notice, the Company shall have the right (the “Right of First Refusal”), for a period
    of thirty (30) days to elect to purchase all or a portion of such Offering Shareholder’s Magiclytics Share(s) at the
    Offer Price. In the event that the Company elects to purchase all or a portion of the available Offering Shareholder’s
    Magiclytics Share(s), the Company shall thereafter have the right to purchase all, or such portion of the Offering Shareholder’s
    Magiclytics Share(s) as elected by the Company, at the Offer Price (or applicable portion thereof in the event that the Company
    elects to purchase a portion of the available Magiclytics Share(s)) and such sale shall occur in accordance with the terms
    and conditions set forth in the Offering Notice on the Transfer Closing Date.


 


	 	(e)	In
    the event that Company does not elect to purchase 100% of the available Offering Shareholder’s Magiclytics Share(s)
    pursuant to this Section 6.13, then the Offering Shareholder shall have the right, subject to compliance with the remainder
    of this Agreement to Transfer any remaining portion of the Offering Shareholder’s Magiclytics Share(s) not acquired
    by the Company pursuant to the Right of First Refusal to the proposed transferee in accordance with the terms and conditions
    set forth in the Offering Notice and as set forth herein. Any modifications to the terms and conditions of the proposed Transfer
    shall require a new Offering Notice and compliance again with the terms of this Section 6.13, including the exercise or waiver
    of the Right of First Refusal.


 


	 	(f)	For
    purposes herein, “Transfer” means, with respect to any Magiclytics Share(s), a transaction by which any Magiclytics
    Shareholder assigns or sells such Magiclytics Share(s), or any right, title or interest therein, to another Person who is
    or becomes a stockholder of the Company or otherwise obtains any right, title or interest in any Magiclytics Share(s), and
    includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure
    of any pledge, encumbrance, hypothecation or mortgage.


 


Section
6.14 Conveyance Taxes. The Magiclytics Shareholders will pay all sales, use, value added, transfer, stamp, registration,
documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by
this Agreement.


 


Section
6.15 Assistance. Upon request of a Magiclytics Shareholder, the Company shall provide reasonable assistance to the applicable
Magiclytics Shareholder, at the cost of the applicable Magiclytics Shareholder, with respect to any filings required to be made
by such applicable Magiclytics Shareholder pursuant to the Securities Act or the Exchange Act.


 


Section
6.16 Funding to Magiclytics.


 


	 	(a)	In
    consideration of the agreements of Magiclytics and the Magiclytics Shareholders herein, pursuant to the provisions of this
    Section 6.16, Magiclytics shall have the right to request that the Company provide to Magiclytics certain funds for the purposes
    of reimbursing Magiclytics for its costs incurred in connection with this Agreement and to provide for the continued operation
    of Magiclytics and the development of its products and services between the Effective Date and the Closing Date (each, a “Funding”).


 


	 	(b)	Magiclytics
    may request a Funding from time to time following the Effective Date and at any time prior to the earlier of (i) the Closing
    Date and (ii) the expiration or termination of this Agreement in accordance with its terms. Requests for Fundings must be
    made in writing, delivered to the Company, and the Company is authorized to rely on any written, verbal, electronic, telephonic
    or telecopy loan requests which the Company believes in its good faith judgment to emanate from Christian Young, who shall
    be the sole person who may request any Funding. The total maximum aggregate principal amount of Funding which may be requested
    by Magiclytics, and which the Company shall be obligated to provide, subject to the provisions of this Agreement, shall be
    $100,000. Any Funding(s) provided by the Company shall not be subject to repayment by Magiclytics or the Magiclytics Shareholders.


 




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	 	(c)	For
    each Funding, properly requested and accepted by the Company pursuant to the terms and conditions herein, the Company shall
    advance an amount equal to the requested Funding to Magiclytics within three Business Days (the date of such funding being
    the “Funding Date”).


 


	 	(d)	Notwithstanding
    any other provision of this Agreement, the obligation of the Company to disburse any request for a Funding is subject to satisfaction
    of all of the following conditions precedent (unless a condition is waived in writing by the Company) as of the Funding Date:


 


	 	(i)	This
    Agreement shall not have expired or been terminated in accordance with its terms;


 


	 	(ii)	The
    Closing shall not have occurred;


 


	 	(iii)	No
    provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the Funding being
    consummated;


 


	 	(iv)	There
    shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the Funding being consummated;


 


	 	(v)	The
    representations and warranties made by Magiclytics and the Magiclytics Shareholders in this Agreement shall have been true
    and correct when made and shall be true and correct in all material respects (other than representations and warranties which
    are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties
    in Section 4.05, Section 4.06 and Section 4.07 which shall each be true and correct in all respects) at the Funding Date,
    with the same force and effect as if such representations and warranties were made at and as of the Funding Date, except for
    changes therein permitted by this Agreement and provided that the representations and warranties as set forth in Section 4.05(b)
    shall be deemed automatically updated to reflect any acquisitions of Magiclytics Shares by the Company as set forth herein;


 


	 	(vi)	No
    Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or
    prospects of Magiclytics from the Effective Date to the Funding Date;


 


	 	(vii)	Each
    of the Magiclytics Parties shall have performed or complied with all covenants and conditions required by this Agreement to
    be performed or complied with by such Magiclytics Parties prior to or at the Funding Date;


 


	 	(viii)	Magiclytics’
    Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn
    such approval;


 





	 	(ix)	The
    Company’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not
    have withdrawn such approval;
	 	 	 
	 	(x)	At
    least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated
    herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated
    herein and shall not have withdrawn such approval; and
	 	 	 
	 	(xi)	No
    Magiclytics Party shall have undertaken any action or failed to take any action which has resulted in or could reasonably
    be expected to result in a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement
    of any Magiclytics Party contained in this Agreement.


 




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Article
VII. REGISTRATION
RIGHTS


 


Section
7.01 General. Subject to the remaining terms and conditions herein, provided that the Closing occurs, if at any time on
or after such date the Company proposes to file any registration statement under the Securities Act with respect to the Company
Common Stock (a “Registration Statement”) for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee
stock option or other benefit plan, (ii) for a dividend reinvestment plan; (iii) filed pursuant to Regulation A pursuant to the
Securities Act; or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed
filing to each Magiclytics Shareholder as soon as practicable but in no event less than ten (10) days before the anticipated filing
date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration
Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any,
of the offering, and (y) offer to each Magiclytics Shareholder in such notice the opportunity to register the sale of such number
of Company Shares as each Magiclytics Shareholder may request in writing within five (5) days following receipt of such notice
(a “Piggyback Registration”). The Company shall cause such Company Shares to be included in such registration and
shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Company Shares requested
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Company Shares in accordance with the intended method(s) of distribution thereof. If a Magiclytics
Shareholder proposes to distribute its Company Shares through a Piggyback Registration that involves an underwriter or underwriters,
then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback
Registration.


 


Section
7.02 Limitations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company
and the managing underwriter advises the Company and the Magiclytics Shareholders and the holders of any other shares of Company
Common Stock which are also registrable pursuant to an agreement similar to this Article VII (if any holders of Company Shares
have elected to include their Company Common Stock in such Piggyback Registration) in writing that in its reasonable and good
faith opinion the number of shares of Company Common Stock proposed to be included in such registration, including all Company
Shares and all other shares of Company Common Stock proposed to be included in such underwritten offering, exceeds the number
of shares of Company Common Stock which can be sold in such offering and/or that the number of shares of Company Common Stock
proposed to be included in any such registration or takedown would adversely affect the price per share of the Company Common
Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Company Common Stock
that the Company proposes to sell; and (ii) the shares of Company Common Stock requested to be included therein by the Magiclytics
Shareholders and shares of Company Common Stock held by the other holders of Company Common Stock, allocated among the Magiclytics
Shareholders and such other holders pro rata based on the number of Company Shares and Company Common Stock, as applicable, held
by each of the Magiclytics Shareholder and such other holders. If the Piggyback Registration was initiated by the exercise of
demand registration rights by a shareholder or shareholders of the Company, then the number of shares of Company Common stock
that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised
such demand to the extent of their demand registration rights, and then, subject to obligations and commitments existing as of
the Closing Date, to the Company and then, subject to obligations and commitments existing as of the date hereof, to all persons
exercising piggyback registration rights (including the Magiclytics Shareholders) who have requested to sell in the registration
on a pro rata basis according to the number of shares requested to be included therein.


 




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Section
7.03 Withdrawal. Each Magiclytics Shareholder may elect to withdraw such Magiclytics Shareholder’s request for inclusion
of Company Shares in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the
effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by
persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to
the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by each Magiclytics Shareholder of Company Shares in connection with such Piggyback Registration as provided in Section 7.06.


 


Section
7.04 Notification; Blackout Period.


 


	 	(i)	The
    Company shall notify each Magiclytics Shareholder at any time when a prospectus relating to such Magiclytics Shareholder’s
    Company Shares is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event
    as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement
    of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein
    not misleading in light of the circumstances then existing. At the request of any Magiclytics Shareholder, the Company shall
    also prepare, file and furnish to each Magiclytics Shareholder a reasonable number of copies of a supplement to or an amendment
    of such prospectus as may be necessary so that, as thereafter delivered to each Magiclytics Shareholder, such prospectus shall
    not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
    to make the statements therein not misleading in light of the circumstances then existing, unless suspension of the use of
    such prospectus otherwise is authorized herein or in the event of a Blackout Period (as defined below), in which case no supplement
    or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period.


 


	 	(ii)	Each
    Magiclytics Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind
    described in Section 7.04(i) or of the commencement of a Blackout Period, such Magiclytics Shareholder shall discontinue the
    disposition of Company Shares included in the Registration Statement until such Magiclytics Shareholder’s receipt of
    the copies of the supplemented or amended prospectus contemplated by Section 7.04(i) hereof or notice of the end of the Blackout
    Period, and, if so directed by the Company, such Magiclytics Shareholder shall deliver to the Company (at the Company’s
    expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Magiclytics
    Shareholder’s possession, of the prospectus covering such Company Shares current at the time of receipt of such notice.


 




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	 	(iii)	For
    purposes herein, “Blackout Period” means, with respect to a registration, a period during which the Company, in
    the good faith judgment of the Board of Directors of the Company, determines (because of the existence of, or in anticipation
    of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond
    the Company’s control of any required financial statements, disclosure of information which is in its best interest
    not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and
    distribution of the Company Common Stoc to be covered by any Registration Statement, if any, would be seriously detrimental
    to the Company and its stockholders, in each case commencing on the day the Company notifies the Magiclytics Shareholders
    that they are required, because of the determination described above, to suspend offers and sales of the Company Shares and
    ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed
    to the public or ceases to be material and (2) such time as the Company notifies the Magiclytics Shareholders that sales pursuant
    to such Registration Statement or a new or amended Registration Statement may resume.


 


Section
7.05 Information. The Company may request that each Magiclytics Shareholder furnish the Company such information with respect
to such Magiclytics Shareholder and such Magiclytics Shareholder’s proposed distribution of the Company Shares pursuant
to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law
or by the SEC in connection therewith, and each Magiclytics Shareholder shall furnish the Company with such information.


 


Section
7.06 Fees and Expenses. All fees and expenses incident to the performance of or compliance with this Article VII by the
Company shall be borne by the Company whether or not any Company Shares are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect
to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Company Common
Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by
the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue
Sky qualifications or exemptions of the Company Shares) and (D) with respect to any filing that may be required to be made by
any broker through which each Magiclytics Shareholder of Company Shares intends to make sales of Company Shares with the Financial
Industry Regulatory Authority, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated
by this Article VII. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with
the consummation of the transactions contemplated by this Article VII (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Company Shares on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions of any Magiclytics Shareholder.


 




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Section
7.07 Indemnification.


 


	 	(a)	Indemnification
    by the Company. The Company and its successors and assigns shall indemnify and hold harmless each Magiclytics Shareholder,
    the partners, agents and employees of each Magiclytics Shareholder (each, a “Magiclytics Shareholder Indemnified Party”),
    to the fullest extent permitted by applicable law, from and against any and all Losses (as defined below), as incurred, arising
    out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
    any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
    or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
    to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under
    which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange
    Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations
    under this Article VII, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based
    upon information regarding any Magiclytics Shareholder furnished to the Company by such Magiclytics Shareholder for use therein.
    The Company shall notify each Magiclytics Shareholder promptly of the institution, threat or assertion of any proceeding arising
    from or in connection with the transactions contemplated by this Article VII of which the Company is aware.


 


	 	(b)	Indemnification
    by Each Magiclytics Shareholder. Each Magiclytics Shareholder and its successors and assigns shall indemnify and hold
    harmless each Company Indemnified Party (as defined below) (with each Magiclytics Shareholder Indemnified Party and Company
    Indemnified Party being referred to as a “Registration Indemnified Party”), to the fullest extent permitted by
    applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged
    untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus
    or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
    or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case
    of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or
    (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law,
    or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, but only
    to the extent that such untrue statements or omissions are based upon information regarding such Magiclytics Shareholder furnished
    to the Company by such Magiclytics Shareholder for use therein. Each Magiclytics Shareholder shall notify the Company promptly
    of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated
    by this Agreement of which each Magiclytics Shareholder is aware.


 




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	 	(c)	Contribution.
    If the indemnification under Section 7.07(a) or Section 7.07(b), as applicable, is unavailable to a Registration Indemnified
    Party or insufficient to hold a Registration Indemnified Party harmless for any Losses, then the Party responsible for indemnifying
    the Registration Indemnified Party (the “Registration Indemnifying Party”) shall contribute to the amount paid
    or payable by such Registration Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the
    Registration Indemnifying Party and Registration Indemnified Party in connection with the actions, statements or omissions
    that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Registration
    Indemnifying Party and Registration Indemnified Party shall be determined by reference to, among other things, whether any
    action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
    a material fact, has been taken or made by, or relates to information supplied by, the Registration Indemnifying Party or
    the Registration Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
    to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses
    shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection
    with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification
    provided for in Section 7.07(a) or Section 7.07(b), as applicable, was available to such party in accordance with its terms.
    It is agreed that it would not be just and equitable if contribution pursuant to this Section 7.07(c) were determined by pro
    rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
    to in the immediately preceding sentence.


 


	 	(d)	Application.
    The Parties acknowledge and agree that the indemnification rights and obligations as set forth in this Section 7.07 shall
    apply solely to indemnification applicable to the actions and events as contemplated in this Article VII and shall apply independently
    of the rights and obligations as set forth in Article IX. In the event that the provisions of Section 7.07 and of Article
    IX could both be deemed to apply to any indemnification rights and/or obligations, the provisions of this Section 7.07 shall
    control.


 


Article
VIII. TERMINATION


 


Section
8.01 Termination. This Agreement may be terminated on or prior to the Final Closing Time:


 


	 	(a)	By
    the mutual written consent of the Company, Magiclytics and the Shareholders’ Representative;


 


	 	(b)	By
    the Company prior to the Closing (i) if the conditions to the Closing as set forth in Section 6.01 have not been satisfied
    or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the Termination Date, provided,
    however, that the Company may not terminate this Agreement pursuant to this Section 8.01(b) if the reason for the failure
    of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) or there has been a material
    violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Magiclytics Party contained
    in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 6.01 not to
    be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Magiclytics Parties,
    applicable, within five (5) Business Days after receipt by Magiclytics of written notice thereof from the Company or is not
    reasonably capable of being cured prior to the Termination Date;


 




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	 	(c)	By
    the Company following the Closing and prior to the occurrence of the Final Closing Time (i) if the conditions to the Call
    Closing, which would result in the occurrence of the Final Closing Time, as set forth in Section 6.01 have not been satisfied
    or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the end of the Call Period,
    provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.01(c) if the reason for the
    failure of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) or there has
    been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Magiclytics
    Party contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section
    6.01 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Magiclytics
    Parties, applicable, within five (5) Business Days after receipt by Magiclytics of written notice thereof from the Company
    or is not reasonably capable of being cured prior to the end of the Call Period;


 


	 	(d)	By
    the Company pursuant to the provisions of Section 6.08; or


 


	 	(e)	By
    any Party at any time if a court of competent jurisdiction or other Authority shall have issued an order or taken any other
    action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under this Agreement and
    such order or action shall have become final and nonappealable.


 


Section
8.02 Survival After Termination. If this Agreement is terminated by in accordance with Section 8.01, this Agreement shall
become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer,
agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however,
that this Section 8.02, Article IX and Article X shall survive the termination of this Agreement and (iii) nothing herein shall
relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to
the termination of this Agreement.


 


Article
IX. INDEMNIFICATION


 


Section
9.01 Indemnification of Company. Provided that the Closing occurs, the Magiclytics Shareholders, jointly and severally,
hereby agree to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates
and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and
agents and permitted assignees and the Shareholders’ Representative (each a “Company Indemnified Party”), against
and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency
or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs
and expenses) (all of the foregoing collectively, “Losses” and each individually a “Loss”) incurred or
sustained by any Company Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or
the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Magiclytics
Parties contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto,
and (b) any Actions by any third parties with respect to the business or operations of Magiclytics for any period on or prior
to the Closing Date. Notwithstanding the forgoing, with respect to any indemnification obligations of the Magiclytics Shareholders
arising from any Losses as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy
or nonfulfillment of any of the representations, warranties, covenants and agreements of any Magiclytics Shareholder as set forth
in Section 4.07 or Section 4.13, such indemnification obligations shall be solely the obligations of the Magiclytics Shareholder
giving such representations, warranties, covenants and agreements from which such claim arose, severally and not jointly and severally.


 




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Section
9.02 Indemnification of the Magiclytics Parties. Provided that the Closing occurs, the Company hereby agrees to indemnify
and hold harmless to the fullest extent permitted by applicable law the Shareholders’ Representative, the Magiclytics Shareholders,
Magiclytics and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a
“Magiclytics Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Magiclytics
Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy
or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company contained herein or in any
of the additional agreements or any certificate or other writing delivered pursuant hereto.


 


Section
9.03 Procedure. The following shall apply with respect to all claims by any Magiclytics Indemnified Party or Company Indemnified
Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party”
being a reference to a Magiclytics Indemnified Party or a Company Indemnified Party, as applicable, and any references herein
to an “Indemnifying Party” being a reference to the Company or the Magiclytics Shareholders, as applicable):


 


	 	(a)	Third-Party
    Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any
    Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing
    (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated
    to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt
    written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party
    Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
    obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
    Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all
    material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has
    been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving
    written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s
    expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such
    defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 9.03(b),
    it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims
    pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have
    the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s
    right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of
    the Indemnified Party.


 




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	 	(b)	Settlement
    of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into
    settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this
    Section 9.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial
    or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of
    each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying
    Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified
    Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the
    Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the
    Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party
    fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may
    settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified
    Party has assumed the defense pursuant to Section 9.03(a), it shall not agree to any settlement without the written consent
    of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).


 


	 	(c)	Direct
    Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct
    Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof,
    but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim.
    The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations,
    except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice
    by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written
    evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained
    by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to
    respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors
    to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount
    is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation
    by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request.
    If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be
    deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available
    to the Indemnified Party on the terms and subject to the provisions of this Agreement.


 


	 	(d)	Cooperation.
    Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect
    of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested
    by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or
    expenses associated with taking such actions shall be included as Losses hereunder.


 




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Section
9.04 Periodic Payments. Any indemnification required by this Article IX for costs, disbursements or expenses of any Indemnified
Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the
Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received
or costs, disbursements or expenses are incurred.


 


Section
9.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party
reimbursement actually received.


 


Section
9.06 Time Limit. The obligations of the Magiclytics Shareholders and the Company under Section 9.01 and Section 9.02 shall
expire two (2) years from the Closing Date or the last Call Closing Date, as applicable, except with respect to (i) an indemnification
claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify
shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified
Party.


 


Section
9.07 Certain Limitations. The indemnification provided for in Section 9.01 and Section 9.02shall be subject to the following
limitations:


 


	 	(a)	The
    Magiclytics Shareholders shall not be liable to the Company Indemnified Parties for indemnification under Section 9.01 until
    the aggregate amount of all Losses in respect of indemnification under Section 9.01 exceeds $10,000 (the “Basket”),
    in which event the Magiclytics Shareholders shall be required to pay or be liable for all such Losses in excess of the Basket
    up to a maximum amount equal to the value of the Company Shares as received by the Magiclytics Shareholders at the time such
    indemnification obligation is finally determined, with such value to be as determined by reference to the Share Price for
    the Company Shares on the applicable date received (the “Cap”), and provided that, in the event that the indemnification
    obligations are those of less than all of the Magiclytics Shareholders pursuant to the last sentence of Section 9.01, then
    the Basket and the Cap shall be applied to such indemnifying Magiclytics Shareholder(s) pro rata based on the number of shares
    of Magiclytics Shares held by such Magiclytics Shareholder(s) as of the Effective Date, such that, by way of example and not
    limitation. if a Magiclytics Shareholder is so obligated to indemnify the Company Indemnified Parties pursuant to such section
    and held 50% of the total shares of Magiclytics Shares as of the Effective Date, the Basket would be $5,000 and the Cap would
    be 50% of the total value of the Company Shares as received by the Magiclytics Shareholders at the time such indemnification
    obligation is finally determined as determined by reference to the Share Price as set forth above. Any such utilization or
    satisfaction of the Basket and the Cap by one or more of the Magiclytics Shareholders as a result of the preceding sentence
    shall apply to any later determinations of the utilization or satisfaction of the Basket and the Cap.


 


	 	(b)	The
    Company shall not be liable to the Magiclytics Indemnified Parties for indemnification under Section 9.02 until the aggregate
    amount of all Losses in respect of indemnification under Section 9.02 exceeds the Basket, in which event the Company shall
    be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the Cap, which
    shall in such case be applied to all of the Magiclytics Shareholders as a group.


 




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Section
9.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified
party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation
made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should
have known that any such representation or warranty is, was or might be inaccurate.


 


Section
9.09 Exclusive Remedy. Subject to the last sentence of this Section 9.09, in the event that the Final Closing Time occurs,
the indemnification provisions contained in this Article IX shall be the sole and exclusive remedy of the Parties with respect
to the transactions contemplated herein for any and all breaches or alleged breaches of any representations, warranties, covenants
or agreements of the Parties hereto or any other provision of this Agreement or arising out of the transactions contemplated herein,
except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of
action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date,
or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the transactions contemplated
herein. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and
after the Final Closing Time, to the fullest extent permitted under applicable law and except as otherwise specified in this Article
IX, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter
of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising
under or based upon any applicable law. Notwithstanding the forgoing, the Parties acknowledge and agree that the provisions of
this Article IX shall apply with respect to any indemnification obligations that may arise following the Closing and prior to
the occurrence of the Final Closing Time and, during such time period the Parties shall have the rights and obligations as set
forth both in this Article IX and in the remainder of this Agreement, including, without limitation, the provisions of Article
VII and Section 10.21.


 


Article
X. MISCELLANEOUS


Section
10.01 Arbitration.


 


	 	(a)	The
    Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with
    respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any
    alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator
    (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy
    arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation,
    performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity,
    or otherwise).


 


	 	(b)	If
    the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree
    on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.


 


	 	(c)	The
    laws of the State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any
    agreement contemplated hereby shall be governed by the laws of the State of Nevada applicable to a contract negotiated, signed,
    and wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator
    shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall
    have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.


 




    	36



    	 



    

 


	 	(d)	The
    arbitration shall be held in Santa Monica, California in accordance with and under the then-current provisions of the rules
    of the American Arbitration Association, except as otherwise provided herein.


 


	 	(e)	On
    application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the
    Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided,
    however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period
    referred to in Section 10.01(c).


 


	 	(f)	The
    Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts
    to assist him in his determinations.


 


	 	(g)	The
    costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable
    (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part
    of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination
    of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.


 


	 	(h)	Any
    judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction.
    The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Los Angeles County, California
    to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or
    in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator
    to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any
    arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been
    absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization,
    or insolvency proceeding.


 


Section
10.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws
of the State of Nevada, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall
be brought exclusively in the state or federal courts of the United States with jurisdiction in Los Angeles County, California.
By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action
or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights
such Party may now or hereafter have to object to such jurisdiction.


 




    	37



    	 



    

 


Section
10.03 Waiver of Jury Trial.


 


	 	(a)	EACH
    PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
    ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
    HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
    OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
    SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
    INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.03(a).


 


	 	(b)	Each
    of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal
    counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver
    with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver
    and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver
    with legal counsel.


 


Section
10.04 Limitation on Damages. In no event will any Party be liable to any other
Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential
damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of
the possibility of such damage.


 


Section
10.05 Brokers. The Company and Magiclytics Parties agree that there were no finders or brokers involved in bringing the
Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Company and the
Magiclytics Parties each agree to indemnify the other against any claim by any third person other than those described above for
any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement
or understanding between the Indemnifying Party and such third person, whether express or implied from the actions of the Indemnifying
Party.


 


Section
10.06 Notices.


 


	 	(a)	Any
    notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally
    delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:


 


If
to the Company, to:


 


Tongji
Healthcare Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 30


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com


 




    	38



    	 



    

 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
jcacomanolis@anthonypllc.com


 


If
to Magiclytics, or the Magiclytics Shareholders, to:


 


Digital
Influence Inc.


Attn:
Christian Young


800
Wilshire Blvd., Floor 2


Los
Angeles, CA 90017


Email:
chrisyoungjd@gmail.com


 


	 	(b)	Any
    Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.


 


	 	(c)	Any
    notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,
    if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and
    (iv) three (3) days after mailing, if sent by registered or certified mail.


 


Section
10.07 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to
secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all
costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment
rendered therein.


 


Section
10.08 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have been
consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another
Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal
inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the
extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by
this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents
and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.


 


Section
10.09 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties
will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or
to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file
any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties.
The Parties acknowledge and agree that the Company is obligated to file a Form 8-K pursuant to the Exchange Act relating to this
Agreement and the transactions contemplated herein (the “Form 8-K”). Other than the Form 8-K or the disclosures referenced
in the immediately preceding sentence, copies of any such filings, public announcements or disclosures, including any announcements
or disclosures mandated by Law or regulatory authorities, shall be delivered to each Party at least one (1) business day prior
to the release thereof.


 




    	39



    	 



    

 


Section
10.10 Third Party Beneficiaries. This contract is strictly between the Company, Magiclytics, the Magiclytics Shareholders
and the Shareholders’ Representative, and except as specifically provided herein, no other Person and no director, officer,
stockholder (other than the Magiclytics Shareholders), employee, agent, independent contractor or any other Person shall be deemed
to be a third-party beneficiary of this Agreement.


 


Section
10.11 Expenses. Subject to Article IX and Section 10.07, whether or not the Exchange is consummated, each of the Company
and the Magiclytics Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred
in connection with the Exchange or any of the other transactions contemplated hereby.


 


Section
10.12 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter
thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.


 


Section
10.13 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date
and any later Call Closing Date, and the consummation of the Transactions for a period of one year from the latest date thereof,
provided that the representations, warranties, and covenants of the respective Parties as set forth in Article VII shall survive
the Closing Date and any later Call Closing Date for the maximum period permitted by applicable Law.


 


Section
10.14 Amendment; Waiver; Remedies; Agent.


 


	 	(a)	Other
    than as specifically set forth herein, this Agreement may be amended, modified, superseded, terminated or cancelled, and any
    of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed
    by the Company, Magiclytics and the Shareholders’ Representative.


 


	 	(b)	Every
    right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law,
    or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by
    the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.


 


	 	(c)	Neither
    any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor
    any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring
    satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party
    or impairs any right of the Party giving such notice or making such demand, including any right to take any action without
    notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of
    this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with
    respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.


 





	 	(d)	Notwithstanding
    anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary
    damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement
    or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 




    	40



    	 



    

 


Section
10.15 Magiclytics Shareholders’ Representative.


 


	 	(a)	Each
    Magiclytics Shareholder constitutes and appoints the Shareholders’ Representative as its representative and its true
    and lawful attorney in fact, with full power and authority in its name and on its behalf:


 


	 	(i)	to
    act on such Magiclytics Shareholders’ behalf in the absolute discretion of Shareholders’ Representative with respect
    to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification
    of this Agreement and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement
    hereunder; and


 


	 	(ii)	in
    general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts,
    instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 10.15.


 


	 	(b)	This
    appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made
    in this Agreement and is irrevocable and will not be terminated by any act of any Magiclytics Shareholder or by operation
    of law, whether by the death or incapacity of any Magiclytics Shareholder or by the occurrence of any other event. Each Magiclytics
    Shareholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to
    be taken or made by Shareholders’ Representative pursuant to this Section 10.15. Each Magiclytics Shareholder agrees
    that Shareholders’ Representative shall have no obligation or liability to any Person for any action taken or omitted
    by Shareholders’ Representative in good faith, even if taken or omitted negligently, and each Magiclytics Shareholder
    shall indemnify and hold harmless Shareholders’ Representative from, and shall pay to Shareholders’ Representative
    the amount of, or reimburse Shareholders’ Representative for, any Loss that Shareholders’ Representative may suffer,
    sustain, or become subject to as a result of any claim made or threatened against Shareholders’ Representative in his
    capacity as such.


 


	 	(c)	The
    Company shall be entitled to rely upon any document or other paper delivered by Shareholders’ Representative as being
    authorized by Magiclytics Shareholders, and the Company shall not be liable to any Magiclytics Shareholder for any action
    taken or omitted to be taken by the Company based on such reliance.


 


Section
10.16 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length
by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented
by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship
between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction
or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement
or such provision.


 




    	41



    	 



    

 


Section
10.17 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights
of the Parties.


 


Section
10.18 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger,
consolidation, operation of law, or otherwise, without the written consent of all of the other Parties and any purported assignment
or delegation without such consent shall be null and void and of no force or effect, in addition to constituting a material breach
of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.


 


Section
10.19 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Magiclytics Party and
the Company shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to
be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon
as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated
herein.


 


Section
10.20 Further Assurances. From and after the Effective Date, each Party shall execute and deliver such documents and take
such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate
the transactions contemplated by this Agreement.


 


Section
10.21 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party
hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches
of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in
addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the
security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting
of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy
at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.


 


Section
10.22 Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel
to the Company, that Christian Young is an officer and director of the Company, and that Counsel is not legal counsel to Mr. Young
personally, either in connection with this Agreement and the Transactions, or otherwise. Each of the Parties acknowledges and
agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to the Company notwithstanding the relationship
between the Company and Mr. Young, and that Counsel has advised each of the Parties to retain separate counsel to review the terms
and conditions of this Agreement and the other documents to be delivered in connection herewith, and each applicable Party has
either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties
hereby waives any conflict of interest that may arise as a result of the relationship between the Company and Mr. Young, and confirms
that the Parties have previously negotiated the material terms of the agreements as set forth herein.








 


Section
10.23 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original
and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic
transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the
person whose signature appears on the transmitted copy.


 


[Signatures
Appear on Following Page]


 




    	42



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	Tongji Healthcare Group, Inc.
	 	 
	 	By:	/s/
    Amir Ben-Yohanan        
	 	Name:
    	Amir
    Ben-Yohanan
	 	Title:
    	Chief
    Executive Officer
	 	 
	 	Digital Influence Inc.
	 	 
	 	By:
    	/s/
    Christian Young
	         	Name:
    	 Christian
    Young
	 	Title:
    	Chief
    Executive Officer
	 	 
	 	Shareholders’ Representative:
	 	 
	 	By:
    	/s/ Christian
    Young 
	 	Name:
    	Christian
    Young
	 	 	 
	 	Shareholders:
	 	Christian Young
	 	 
	 	By: 	/s/ Christian
    Young
	 	Name:	Christian Young
	 	 
	 	Robert Cohen
	 	 
	 	By: 	/s/ Robert
    Cohen
	 	Name:	 Robert Cohen
	 	 	 
	 	Wilfred Man
	 	 	 
	 	By: 	/s/ Wilfred
    Man
	 	Name: 	Wilfred Man
	 	 	 
	 	Sultan Alsuwaidi
	 	 	 
	 	By: 	/s/ Sultan
    Alsuwaidi
	 	Name: 	Sultan Alsuwaidi


 




    	43



    	 



    

 


Exhibit
A


 


Magiclytics
Shareholders’ Magiclytics Shares; Closing Magiclytics Shares, Call Magiclytics Shares and Transferrable Shares


 


	Shareholder Name	 	Magiclytics

 Shares

 Owned	 	 	%	 	 	Closing

 Magiclytics

 Shares	 	 	Call

 Magiclytics

 Shares	 	 	Transferrable

 Shares	 
	Christian Young	 	 	2,250	 	 	 	45.00	%	 	 	115	 	 	 	1,033	 	 	 	1,103	 
	Wilfred Man	 	 	2,250	 	 	 	45.00	%	 	 	115	 	 	 	1,033	 	 	 	1,103	 
	Sultan Alsuwaidi	 	 	350	 	 	 	7.00	%	 	 	18	 	 	 	161	 	 	 	172	 
	Dr. Robert Cohen	 	 	150	 	 	 	3.00	%	 	 	8	 	 	 	69	 	 	 	74	 
	Totals:	 	 	5,000	 	 	 	100.00	%	 	 	255	 	 	 	2,295	 	 	 	2,450