Exhibit 10.1


 





AGREEMENT AND PLAN OF MERGER


 


_____, 2018


 


 


 


Party A: NowNews Digital Media Technology Co., Ltd. (OTCQB trading
symbol: “NDMT” )


 


Party B: Mega Power Tech Ltd.


 


Party C: Shang-Hong Lin


 


Party D: Dawnrain Media Co., Ltd. (a wholly-owned subsidiary
of NDMT)


  


 


Whereas, Party A intends to obtain 51% of the equity interest
of Party B held by Party C through issuing common stock of Party A to Party C, and Party C intends to transfer its equity interest
in Party B to Party A in exchange for Party A’s shares of common stock.


 


Therefore, Party A, Party B, Party C and Party D reach the following
agreement based on the below commitments, warranties and terms:


 


		I.	Equity Transfer



 


Transfer Method


 


Party A agrees to issue 510,000
shares of its common stock to Party C in exchange of 51% of the equity interest of Party B held by Party C. If the share exchange
were to be consummated, Party A shall hold Party B’s equity interest through Party D. The share exchange shall be completed
and the shares shall be delivered within thirty business days after the signing date of the Agreement and Plan of Merger.


 


		II.	Rights and Obligations



 


After Party A acquires 51% of
the equity interest of Party B and accepts Party B’s relevant rights and obligations, Party B shall inform Party A of all
of its rights and obligations. Party B shall not refuse or delay to perform such obligations for any reasons. Party A hereby appoints
Party C as a board member of Party B and Party C shall represent Party A in executing and performing certain resolutions and actions.


 


		III.	Confidential Obligation



 


Each Party shall keep confidential
and not publish or otherwise disclose to a third party, directly or indirectly, for any purpose, any confidential information indicated
in the Agreement and Plan of Merger. In the event that any party has the necessity to disclose any aforementioned confidential
information because of the laws, court or orders of authorities, or any other special circumstances, the party shall immediately
notify the other parties in writing. Provided, the parties agree that, the special circumstances are limited to tax declaration,
tax investigations conducted by the governmental authorities, or other legal agents that is not violating this Agreement and Plan
of Merger, and will not publish it. Otherwise, the parties shall not disclose the confidential information to a third party. In
the event that this Agreement and Plan of Merger is terminated, the parties hereto shall be subject to the confidentiality obligations
under this Agreement and Plan of Merger within two years after the termination of this Agreement and Plan of Merger.


 






     


     


    

 


		IV.	Termination/Invalidation of the Agreement



 


		4.1	Termination by Any of the Parties



 


If any party violates any provisions
of this Agreement and Plan of Merger, and fails to take remedial and corrective measures within 15 days, the other parties shall
have the right to terminate this Agreement and Plan of Merger immediately.


 


		4.2	The Effectiveness of the Termination



 


In the event that this Agreement
and Plan of Merger is terminated in accordance with the Section 4.1 above, none of the parties is liable for providing compensation
or damages to the other parties for the termination of this Agreement and Plan of Merger; however, the rights or liabilities of
the parties existed prior to the termination shall not be not affected by the termination of this Agreement and Plan of Merger.





		V.	Miscellaneous



 


		5.1	Amendment to this Agreement and Plan of Merger



 


This Agreement and Plan of Merger
shall not be amended or revised unless the contracting parties provide consent in writing.


 


		5.2	Expenses



 


Except as otherwise agreed by the
parties, the expenses incurred due to the completion of the transactions under this Agreement and Plan of Merger (including but
not limited to attorneys' fees) shall be borne by the each party itself.


 


		5.3	Integrity



 


This Agreement and Plan is an integral
contract of transactions, and replaces all of the prior oral and written acknowledgement and agreements.


 


		5.4	Choice of Law



 


The interpretation and enforcement
of this Agreement and Plan of Merger is governed by the laws of the State of Nevada, USA.


 


		5.5	Dispute Resolution



 


All parties agree that all disputes
related to this Agreement and Plan of Merger shall be resolved by the parties through friendly means. Any dispute or claim that
is related to this Agreement and Plan of Merger, or related to the breach of this Agreement and Plan of Merger, which is not properly
settled shall be resolved by arbitration. The arbitral proceedings shall be conducted in the State of Nevada, United States, in
accordance with the relevant regulations of the State of Nevada, United States.


 






     


     


    

 


		5.6	Notice



 


Any and all of the notices among
the four parties related to this Agreement and Plan of Merger shall be in writing and shall be sent by fax or registered mail;
if sent by registered mail, on the 5th day after the date of the postmark, it shall be deemed to have been delivered to the other
party; if sent by fax, it will be deemed to have been delivered on the next business day after the transmission. The notice shall
indicate the addresses of the following parties:


  


Party A


 


	 	NowNews Digital Media Technology Co., Ltd.
	 	Attn:	Chi-Yuan Chang
	 	Address:	4F, No. 32, Ln. 407, Sec. 2. Tiding Road
	 	 	Neihu District, Taipei City, Taiwan


  


Party B:


 


	 	Mega Power Tech Ltd.
	 	Attn:	Shang-Hong Lin
	 	Address:	4F, No. 32, Ln. 407, Sec. 2. Tiding Road
	 	 	Neihu District, Taipei City, Taiwan


  


Party C:


 


	 	Shang-Hong Lin
	 	Address:	4F, No. 32, Ln. 407, Sec. 2. Tiding Road
	 	 	Neihu District, Taipei City, Taiwan


 


Party D


 


	 	Dawnrain Media Co., Ltd.
	 	Attn:	Chi-Yuan Chang
	 	Address:	4F, No. 32, Ln. 407, Sec. 2. Tiding Road
	 	 	Neihu District, Taipei City, Taiwan


 






     


     


    

 


		5.7	Copy



 


This Agreement and Plan of Merger
may be executed in multiple counterparts, all of which when taken together shall constitute one and the same agreement.


 


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


 




     


     


    

  





Agreed and Accepted
by:


  





	 	Party A	 	 	 
	 	Merger:	NowNews Digital Media Technology Co., Ltd.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Representative:	  	 	 
	 	 	Alan Chen	 	 
	 	 	Chairman	 	 
	 	 	 	 	 
	 	Party B	 	 	 
	 	Acquired:	Mega Power Tech Ltd.	 
	 	 	 	 	 
	 	 	 	 	 
	 	Representative:	 	 	 
	 	 	Shang-Hong Lin	 	 
	 	 	Director	 	 
	 	 	 	 	 
	 	Party C	 	 	 
	 	Shareholder of Acquired Party	Shang-Hong Lin	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	ID Number:	M120918719	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Party D	 	 	 
	 	Merger:	Dawnrain Media Co., Ltd.	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Representative:	 	 	 
	 	 	Alan Chen	 	 
	 	 	Director	 	 







  


 










  







 





_______, 2018