EXHIBIT 4.1


   


STOCK PURCHASE AGREEMENT


     


AMONG


     


NF ENERGY SAVING CORPORATION, AS BUYER,


   


Lasting
wisdom holdings limited, AS PARENT,


   


Pukung
limited, AS HOLDCO,


   


Beijing
xin rong xin Industrial development co., ltd., as wfoe


   


BOQI ZHENGJI PHARMACY CHAIN CO., LTD.,


AS THE COMPANY,


   


AND


   


THE SELLING SHAREHOLDERS LISTED ON SCHEDULE
I,





HERETO, AS THE SELLERS,


   


DATED


   


April 11, 2019


   




     


     


    

 


TABLE OF CONTENTS


  




	 	Page
	 	 
	1.
    DEFINITIONS	1
	2. SALE AND
    TRANSFER OF SHARES; CLOSING	7
	2.1 Shares	7
	2.2 Purchase
    Price	7
	2.3 Payment
    of Initial Consideration	7
	2.4 Closing	7
	2.5 Closing
    Obligations	7
	2.6 Payment
    of Post-Closing Consideration	8
	2.7 Adjustment
    Procedure	8
	2.8 Method of
    Payment	8
	2.9 Further
    Assurances	8
	3. REPRESENTATIONS
    AND WARRANTIES OF SELLERS	9
	3.1 Title to
    the Shares	9
	3.2 Authority;
    Noncontravention by the Sellers	9
	3.3 Consents
    Required	9
	4. REPRESENTATIONS
    AND WARRANTIES OF THE ACQUIRED COMPANIES AND THE SELLERS	9
	4.1 Organization
    and Good Standing	9
	4.2 Authority;
    No Conflict	10
	4.3 Capitalization	11
	4.4 Financial
    Statements	11
	4.5 Books and
    Records	11
	4.6 Title to
    Properties; Encumbrances	11
	4.7 Condition
    and Sufficiency of Assets	12
	4.8 Accounts
    Receivable	12
	4.9 Inventory	12
	4.10 No Undisclosed
    Liabilities	12
	4.11 Taxes	12
	4.12 No Material
    Adverse Change	13
	4.13 Employee
    Benefits	13
	4.14 Compliance
    With Legal Requirements; Governmental Authorizations	13
	4.15 Legal Proceedings;
    Orders	14
	4.16 Absence
    of Certain Changes and Events	15
	4.17 Contracts;
    No Defaults	16
	4.18 Insurance	16
	4.19 Environmental
    Matters	17
	4.20 Employees	18
	4.21 Labor Relations;
    Compliance	18
	4.22 Intellectual
    Property	19
	4.23 Certain
    Payments	21
	4.24 Disclosure	21
	4.25 Relationships
    With Related Persons	22
	4.26 Brokers
    or Finders	22
	4.27 Investment
    Representations	22



 






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	5. REPRESENTATIONS
    AND WARRANTIES OF BUYER	22
	5.1 Organization
    and Good Standing	22
	5.2 Authority;
    No Conflict	22
	5.3 Stock Exchange
    Listing	23
	5.4 SEC Filings	23
	5.5 Certain
    Proceedings	23
	5.6 Brokers
    or Finders	23
	6. COVENANTS
    OF SELLERS	23
	6.1 Access and
    Investigation	23
	6.2 Operation
    of the Businesses of the Acquired Companies	23
	6.3 Negative
    Covenant	24
	6.4 Required
    Approvals	24
	6.5 Notification	24
	6.6 Payment
    of Indebtedness by Related Persons	24
	6.7 No Negotiation	24
	6.8 Proprietary
    Information	24
	6.9 Public Announcements	24
	6.10 Stockholder
    Covenant	25
	6.11 Best Efforts	25
	6.12 Release	25
	6.13 Confidentiality	25
	6.14 Securities
    Laws; Restrictions on Transfers	25
	7. Tax MAtters	26
	7.1 Responsibility
    for Filing Tax Returns	26
	7.2 Cooperation
    on Tax Matters	26
	7.3 Sales and
    Transfer Taxes	26
	8. CONDITIONS
    PRECEDENT TO BUYER’S OBLIGATION TO CLOSE	27
	8.1 Accuracy
    of Representations	27
	8.2 Sellers’
    Performance	27
	8.3 Authorization	27
	8.4 Consents
    and Approvals	27
	8.5 Government
    Consents, Authorizations, Etc	27
	8.6 Additional
    Documents	27
	8.7 No Proceedings	28
	8.8 No Claim
    Regarding Stock Ownership or Sale Proceeds	28
	8.9 No Prohibition	28
	8.10 Absence
    of Material Adverse Change	28
	9. CONDITIONS
    PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE	28
	9.1 Additional
    Documents	28
	9.2 Accuracy
    of Representations	29
	9.3 Buyer’s
    Performance	29
	9.4 No Injunction	29
	10. TERMINATION	29
	10.1 Termination
    Events	29
	10.2 Effect
    of Termination	29



 






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	11. INDEMNIFICATION;
    REMEDIES	30
	11.1 Survival;
    Right to Indemnification Not Affected By Knowledge	30
	11.2 Indemnification
    and Payment of Damages by Sellers	30
	11.3 Indemnification
    and Payment of Damages by Sellers Environmental Matters	31
	11.4 Indemnification
    and Payment of Damages by Buyer	31
	11.5 Right of
    Set-Off	31
	11.6 Procedure
    for Indemnification Third Party Claims	32
	11.7 Procedure
    For Indemnification  Other Claims	32
	12. GENERAL
    PROVISIONS	33
	12.1 Expenses	33
	12.2 Public
    Announcements	33
	12.3 Confidentiality	33
	12.4 Notices	33
	12.5 Further
    Assurances	34
	12.6 Waiver	34
	12.7 Entire
    Agreement and Modification	35
	12.8 Assignments,
    Successors, and no Third-Party Rights	35
	12.9 Severability	35
	12.10 Section
    Headings, Construction	35
	12.11 Time of
    Essence	36
	12.12 Governing
    Law; Waiver of Jury Trial; Jurisdiction	36
	12.13 Counterparts;
    Facsimile and Electronic Signatures	37
	12.14 Representation
    by Counsel	37



 



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STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”) is made as of April 11, 2019 by NF ENERGY SAVING CORPORATION, a Delaware corporation
(“Buyer”) LASTING WISDOM HOLDINGS LIMITED, a company organized under the laws of the British Virgin Islands
(“Parent”), PUKUNG LIMITED, a company organized under the laws of Hong Kong (“HoldCo”),
BEIJING XIN RONG XIN INDUSTRIAL DEVELOPMENT CO., LTD., a company organized under the laws of the PRC (“WFOE”), BOQI
ZHENGJI PHARMACY CHAIN CO., LTD. a company organized under the laws of the PRC (the “Company”) and the selling
shareholders listed on Schedule 1 hereto (the “Sellers” and, collectively with Parent, HoldCo,
WFOE and the Company, the “Seller Parties”).


 


RECITALS


 


Sellers desire to
sell, and Buyer desires to purchase, all of the issued and outstanding shares (the “Shares”) of capital stock of Parent
for the consideration and on the terms set forth in this Agreement.


 


AGREEMENT


 


The parties, intending
to be legally bound, agree as follows:


 


1.
DEFINITIONS.


 


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


 


“Acquired Companies”
Parent, Holdco, WFOE, the Company and all Subsidiaries of the Company, collectively.


 


“Adjustment Amount”
as defined in Section 2.7(d).


 


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


 


“Appraisal Report”
as defined in Section 2.7(b).


 


“Appraised Value”
as defined in Section 2.7(b).


 


“Appraiser”
as defined in Section 2.7(b).


 


“Benefit Plan”
any “employee benefit plan,” as that term is defined in ERISA regardless of whether such plan is subject to ERISA,
that is maintained or contributed to by any Acquired Company or Sellers for the benefit of the Acquired Companies’ employees
or with respect to which any Acquired Company has or may have any liability.


 


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


 


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


 






     


     


    

 


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


 


“Closing” as
defined in Section 2.5.


 


“Closing Date”
as defined in Section 2.5.


 


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


 


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


 


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


 


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


 


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


 


“Damages” as
defined in Section 11.2.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


The terms “removal,”
“remedial,” and “response action,” include the types of activities covered by the United States Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., as amended (“CERCLA”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final Appraisal Date”
as defined in Section 2.7(b).


 


“Final Statements”
as defined in Section 2.7(c).


 


“Final Statement Date”
as defined in Section 2.7(c).


 


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


 






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“Governmental Body”
any:


 


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


 


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


 


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


 


(d) multi-national organization
or body; or


 


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


 


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


 


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


 


“Intellectual Property Assets”
as defined in Section 4.22.


 


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


 


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


 


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


 


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


 


“Latest Balance Sheet”
as defined in Section 4.4.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Organizational Documents”
(a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited
partnership of a limited partnership; (d) any charter or similar document adopted or filed in connection with the creation,
formation, or organization of a Person; and (e) any amendment to any of the foregoing.


 


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


 


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


 


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


 


“Proportionate Percentage”
the percentage equal to the number of Shares owned by each Seller divided by the total number of all outstanding Shares, as set
out in Schedule I.


 


“Related Person”
with respect to a particular individual:


 


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


 


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


 


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


 


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


 






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With respect to a
specified Person other than an individual:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


2.
SALE AND TRANSFER OF SHARES; CLOSING.


 


2.1 Shares.
Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and
Buyer will purchase the Shares from Sellers.


 


2.2 Purchase Price.
The aggregate purchase price (the “Purchase Price”) for the Shares consists of (a) cash consideration
of RMB 40,000,000 (the “Target Cash Consideration”), and (b)  1,500,000 shares of common stock of Buyer
(the “Buyer Shares”). The Purchase Price shall be subject to post-Closing adjustment in accordance with Sections 2.4
and 2.7.


 


2.3 Payment of
Initial Consideration. At the Closing, Buyer shall deliver to each of the Sellers their Proportionate Percentage of 500,000
of the Buyer Shares.


 


2.4 Closing.
The purchase and sale (the “Closing”) provided for in this Agreement will take place at such place as agreed
upon by the parties at 10:00 a.m. (local time) on April 20, 2019, or such later date which is no later than two business
days after the date that all closing conditions set forth in Sections 9 and 10 have been satisfied or waived, or
on such other date as Buyer and the Sellers shall mutually agree (the “Closing Date”). The Closing may also
be consummated by facsimile, electronically and by other means satisfactory to Buyer, the Sellers and their respective counsel.
The Closing shall be deemed to occur as of midnight on the Closing Date.


 


2.5 Closing Obligations.
At the Closing:


 


(a) Sellers will deliver
to Buyer (i) certificates representing all of the Shares, duly endorsed in blank or with a fully executed stock power attached,
or duly executed instrument of share transfer with respect to the Shares, all in proper form for transfer and in form and substance
satisfactory to Buyer; (ii) evidence that the register of members of the Parent has been updated to reflect the Buyer owns, beneficially
and on the record, all of the Shares; and (iii) all other agreements, documents, instruments or certificates required to be delivered
by Sellers at or prior to the Closing pursuant to Section 8.6; and


 


(b) Buyer will deliver,
by book-entry transfer (i)  100,000 common shares of Buyer to Yu Zhang; (ii)  100,000 common shares of Buyer to Yunpeng
Liu; (iii) 100,000 common shares of Buyer to Aiguo Leng (iv) 100,000 common shares of Buyer to Xiaona Liu; and (v) 100,000
common shares of Buyer to Peng Shao; and all other agreements, documents, instruments or certificates required to be delivered
by Buyer at or prior to the Closing pursuant to Section 9.1.


 






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2.6 Payment of
Post-Closing Consideration. Provided that, in the Buyer’s reasonable discretion, the Final Statements are not materially
different than the unaudited financial statements referred to in Section 4.4, then, no later than 15 business days following
the latest of (a) the Closing Date, (b) the Final Appraisal Date, or (c) the Final Statement Date, Buyer shall
deliver to each of the Sellers their Proportionate Percentage of each of (y) the Target Cash Consideration plus the Adjustment
Amount; and (z) 1,000,000 Buyer Shares.


 


2.7 Adjustment
Procedure.


 


(a) Target. The
targeted fair market value of the Acquired Companies is RMB 100,000,000 (the “Target”).


 


(b) Preparation of
Appraisal Report. The Seller Parties and Buyer will cooperate with one another to cause Liao Ning Ming Ke Asset Appraisal
Co., Ltd., an appraising firm mutually chosen by Buyer and the Sellers (the “Appraiser”), to deliver to Buyer
and each Seller, within a reasonable time, not in excess of 30 days after the Closing, an appraisal report (the “Appraisal
Report”) setting forth the Appraiser’s valuation of the fair market value of the Acquired Companies (the “Appraised
Value”). The date that the Appraiser delivers the Appraisal Report to the Buyer and the Sellers shall be referred to
as the “Final Appraisal Date”). The Buyer and each Seller Party agrees to furnish to the Appraiser such work
papers and other documents and information as the Appraiser may request and are available to that party or its Subsidiaries (or
its independent public accountants) in order to complete the Appraisal Report in accordance with this Agreement. The Appraisal
Report will be binding and conclusive.


 


(c) Preparation of
Audited Financial Statement. The Buyer will cause HHC, LLP (the “Accountants”), the Buyer’s public
accountants, to deliver to each Seller, within a reasonable time, not in excess of 30 days after the Closing, audited consolidated
financial statements of the Acquired Companies, as of and for the periods ended on December 31 of each of 2017 and 2018, respectively
(the “Final Statements”). The date that the Accountants deliver the Final Statements to the last Seller shall
be referred to as the “Final Statement Date”).


 


(d) Adjustment Amount.
The “Adjustment Amount” (which may be a positive or negative number) will be equal to (a) the Appraised
Value minus (b) the Target.


 


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


 


2.9 Further Assurances.
The Sellers shall, at any time and from time to time after the Closing, at the Sellers’ expense, upon the request of Buyer,
do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, deeds,
assignments, transfers, conveyances or assurances as may be reasonably required to consummate the transactions contemplated by
this Agreement.


 






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3.
REPRESENTATIONS AND WARRANTIES OF SELLERS.


 


Each Seller represents
and warrants to Buyer, severally as to himself, as follows:


 


3.1 Title to the
Shares. Such Seller is the lawful owner, of record and beneficially, of the number of Shares set forth opposite his name on
Schedule I and has good and marketable title to such Shares, free and clear of all Encumbrances whatsoever. Except for
this Agreement, there are no agreements or understandings between such Seller and any other Person with respect to the acquisition,
disposition or voting of or any other matters pertaining to any of the capital stock of Parent or any other Acquired Company and
no restriction on the voting rights and other incidents of record or beneficial ownership pertaining thereto. Such Seller acquired
his Shares in one or more transactions exempt from registration under the Securities Act and in compliance with applicable securities
Laws. No Seller has any right whatsoever to receive or acquire any additional shares of capital stock of Parent or any other Acquired
Company. There are no Proceedings or Orders pending or, to the Knowledge of such Seller, threatened by or against such Seller
relating to his Shares.


 


3.2 Authority;
Noncontravention by the Sellers. Such Seller has all requisite power and authority to execute, deliver and perform such Seller’s
obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance
by such Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized
by all requisite action on the part of such Seller, and this Agreement has been duly and validly executed and delivered by such
Seller, and constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its
terms. The execution, delivery and performance by such Seller of this Agreement applicable to such Seller or any of such Seller’s
properties, which violation would prevent the consummation of the transactions contemplated by this Agreement or result in an
Encumbrance on or against any assets, rights or properties of any Acquired Company or on or against any capital stock of any Acquired
Company (including the Shares) or give rise to any claim against such Seller, the Shares, any Acquired Company, or any Affiliate
of an Acquired Company.


 


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


 


4.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND THE SELLERS


 


Each Acquired Company
and Seller jointly and severally represents and warrants to Buyer as follows:


 


4.1 Organization
and Good Standing.


 


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


 


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


 






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4.2 Authority;
No Conflict.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)
contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare
a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any
Applicable Contract; or


 


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


 


No Seller or Acquired
Company is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and
delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


 






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4.3 Capitalization.


 


The amount and ownership
of all equity series of each Acquired Company are as set out in Schedule I. Sellers are and will be on the Closing
Date the record and beneficial owners and holders of the Shares, free and clear of all Encumbrances. With the exception of the
Shares (which are owned by Sellers), all of the outstanding equity securities and other securities of each Acquired Company are
owned of record and beneficially by one or more of the Acquired Companies, free and clear of all Encumbrances. No legend or other
reference to any purported Encumbrance appears upon any certificate representing equity securities of any Acquired Company. All
of the outstanding equity securities of each Acquired Company have been duly authorized and validly issued and are fully paid
and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities
of any Acquired Company. None of the outstanding equity securities or other securities of any Acquired Company was issued in violation
of the Securities Act or any other Legal Requirement. No Acquired Company owns, or has any Contract to acquire, any equity securities
or other securities of any Person (other than Acquired Companies) or any direct or indirect equity or ownership interest
in any other business.


 


4.4 Financial Statements.
The Sellers have delivered to Buyer the unaudited consolidated balance sheets of the Acquired Companies as at December 31, 2018
(the “Latest Balance Sheet”) and December 31, 2017, and the related consolidated statements of income, changes in
stockholders’ equity, and cash flow for each of the fiscal years then ended, including the notes thereto. Such financial
statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity,
and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements.
The financial statements referred to in this Section 4.4 reflect the consistent application of such accounting principles
throughout the periods involved.


 


4.5 Books and Records.
The books of account, minute books, stock record books, and other records of the Acquired Companies, all of which have been made
available to Buyer, are complete and correct and have been maintained in accordance with sound business practices and the requirements
of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (regardless of whether or not the Acquired Companies
are subject to that Section), including the maintenance of an adequate system of internal controls. The minute books of the Acquired
Companies contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the
Boards of Directors, and committees of the Boards of Directors of the Acquired Companies, and no meeting of any such stockholders,
Board of Directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books.
At the Closing, all of those books and records will be in the possession of the Acquired Companies.


 


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


 






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


 


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


 


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


 


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


 


4.11 Taxes.


 


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


 






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


 


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


 


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


 


(e) No Acquired Company
has received any notice that any of its Tax Returns has been examined by any Governmental Body within the past 6 years.


 


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


 


4.13 Employee Benefits.
Sellers have delivered to Buyer a complete list of each Benefit Plan. With respect to each Benefit Plan, the Company has heretofore
made available to Buyer correct and complete copies of each of the following documents: (a) the Benefit Plan and all related
documents (including all amendments thereto), (b) the three most recent Form 5500 annual reports, if applicable, including
all attachments thereto, filed with the Department of Labor with respect to each such Benefit Plan, (c) the summary plan
description prepared for each such Benefit Plan (including all amendments thereto) and (d) all Contracts with third-party
administrators, actuaries, investment managers, consultants or other independent contractors related to each such Benefit Plan.
Each Benefit Plan has been administered and operated in material compliance with its terms, and the requirements of all applicable
Legal Requirements, including ERISA and including applicable Legal Requirements relating to the form or content of the Benefit
Plan. No Benefit Plan is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or a “multiple
employer” plan (within the meaning of Section 4063 or 4064 of ERISA).


 


4.14 Compliance
With Legal Requirements; Governmental Authorizations.


 


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


 


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


 






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(c) No Acquired Company
has received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person
regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement,
or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear
all or any portion of the cost of, any remedial action of any nature.


 


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


 


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


 


(f) No event has occurred
or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly
in a violation of or a failure to comply with any term or requirement of any Governmental Authorization held or required to be
held by an Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result
directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any
Governmental Authorization held or required to be held by an Acquired Company or that otherwise relates to the business of, or
to any of the assets owned or used by, it;


 


(g) No Acquired Company
has received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person
regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement
of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension,
cancellation, termination of, or modification to any Governmental Authorization; and


 


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


 


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


 


4.15 Legal Proceedings;
Orders.


 


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


 


(b) There is no Order
to which any of the Acquired Companies, or any of the assets owned or used by any Acquired Company, is subject. No Seller is subject
to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company. To the Knowledge of
Sellers and the Acquired Companies, no officer, director, agent, or employee of any Acquired Company is subject to any Order that
prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating
to the business of any Acquired Company.


 






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(c) Each Acquired Company
is, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by
it, is or has been subject. No event has occurred or circumstance exists that may constitute or result in (with or without notice
or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Acquired Company,
or any of the assets owned or used by any Acquired Company, is subject. No Acquired Company has received, any notice or other
communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible,
or potential violation of, or failure to comply with, any term or requirement of any Order to which any Acquired Company, or any
of the assets owned or used by any Acquired Company, is or has been subject.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


4.17 Contracts;
No Defaults.


 


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


 


4.18 Insurance.


 


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


 


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


 


(c) No Seller or Acquired
Company has received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights,
or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect
or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder.


 






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


 


(e) The Acquired Companies
have given notice to the insurer of all claims that may be insured thereby.


 


4.19 Environmental
Matters.


 


(a) Each Acquired Company
is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental
Law. No Seller or Acquired Company has any basis to expect, nor has any of them or any other Person for whose conduct they are
or may be held to be responsible received, any actual or Threatened order, notice, or other communication from (i) any Governmental
Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities,
of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened obligation
to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or any
other properties or assets (whether real, personal, or mixed) in which Sellers or any Acquired Company has had an interest,
or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred,
imported, used, or processed by Sellers, any Acquired Company, or any other Person for whose conduct they are or may be held responsible,
or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


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


 


(c) No Seller or Acquired
Company has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible,
received, any citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous
Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law,
or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities
with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Sellers
or any Acquired Company had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured,
refined, transferred, imported, used, or processed by Sellers, any Acquired Company, or any other Person for whose conduct they
are or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


(d) No Seller or Acquired
Company, or any other Person for whose conduct they are or may be held responsible, has any Environmental, Health, and Safety
Liabilities with respect to the Facilities or [, to the Knowledge of Sellers and the Acquired Companies,] with respect to any
other properties and assets (whether real, personal, or mixed) in which Sellers or any Acquired Company (or any predecessor),
has or had an interest, or at any property geologically or hydrologically adjoining the Facilities or any such other property
or assets.


  


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


 






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


 


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


 


4.20 Employees.


 


(a) The Sellers have
provided to Buyer a complete and accurate list of the following information for each employee, officer or director of the Acquired
Companies, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid
or payable and any change in compensation since January 1, 2017; vacation accrued; and service credited for purposes of vesting
and eligibility to participate under any Acquired Company’s pension, retirement, profit-sharing, thrift-savings, deferred
compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership),
severance pay, insurance, medical, welfare, or vacation plan or any other employee benefit plan).


 


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


 


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


 






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4.22 Intellectual
Property.


 


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


 


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


 


(c) Know-How Necessary
for the Business.


 


(i)
The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies’ businesses
as they are currently conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to
each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and
other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.


 


(ii)
All former and current employees of each Acquired Company have executed written Contracts with one or more of the Acquired
Companies that assign to one or more of the Acquired Companies all rights to any inventions, improvements, discoveries, or information
relating to the business of any Acquired Company. No employee of any Acquired Company has entered into any Contract that restricts
or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign,
or disclose information concerning his work to anyone other than one or more of the Acquired Companies.


 


(d) Patents.


 


(i)
The Sellers have delivered to Buyer a complete and accurate list and summary description of all Patents. One or more of
the Acquired Companies is the owner of all right, title, and interest in and to each of the Patents, free and clear of all liens,
security interests, charges, encumbrances, entities, and other adverse claims.


 


(ii)
All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination,
and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or
taxes or actions falling due within ninety days after the Closing Date.


 






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(iii)
No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To Sellers’
Knowledge, there is no potentially interfering patent or patent application of any third party.


  


(iv)
No Patent is infringed or, to Sellers’ Knowledge, has been challenged or threatened in any way. None of the products
manufactured and sold, nor any process or know-how used, by any Acquired Company infringes or is alleged to infringe any patent
or other proprietary right of any other Person.


 


(v)
All products made, used, or sold under the Patents have been marked with the proper patent notice.


 


(e) Trademarks.


 


(i)
The Sellers have delivered to Buyer a complete and accurate list and summary description of all Marks. One or more of the
Acquired Companies is the owner of all right, title, and interest in and to each of the Marks, free and clear of all liens, security
interests, charges, encumbrances, equities, and other adverse claims.


 


(ii)
All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance with
all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal
applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety
days after the Closing Date.


 


(iii)
No Mark has been or is now involved in any opposition, invalidation, or cancellation and, to Sellers’ Knowledge,
no such action is Threatened with the respect to any of the Marks.


 


(iv)
To Sellers’ Knowledge, there is no potentially interfering trademark or trademark application of any third party.


 


(v)
No Mark is infringed or, to Sellers’ Knowledge, has been challenged or threatened in any way. None of the Marks used
by any Acquired Company infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.


 


(vi)
All products and materials containing a Mark bear the proper federal registration notice where permitted by law.


 


(f) Copyrights.


 


(i)
The Sellers have delivered to Buyer a complete and accurate list and summary description of all Copyrights. One or more
of the Acquired Companies is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all
liens, security interests, charges, encumbrances, equities, and other adverse claims.


 


(ii)
All the Copyrights have been registered and are currently in compliance with formal legal requirements, are valid and enforceable,
and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date of Closing.


 






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(iii)
No Copyright is infringed or, to Sellers’ Knowledge, has been challenged or threatened in any way. None of the subject
matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party or is a derivative work based
on the work of a third party.


 


(iv)
All works encompassed by the Copyrights have been marked with the proper copyright notice.


 


(g) Trade Secrets.


 


(i)
With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual.


 


(ii)
Sellers and the Acquired Companies have taken all reasonable precautions to protect the secrecy, confidentiality, and value
of their Trade Secrets.


 


(iii)
One or more of the Acquired Companies has good title and an absolute (but not necessarily exclusive) right to use
the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to Sellers’ Knowledge, have
not been used, divulged, or appropriated either for the benefit of any Person (other than one or more of the Acquired Companies) or
to the detriment of the Acquired Companies. No Trade Secret is subject to any adverse claim or has been challenged or threatened
in any way.


 


4.23 Certain Payments.
No Acquired Company or director, officer, agent, or employee of any Acquired Company, or to Sellers’ or the Acquired Companies’
Knowledge any other Person associated with or acting for or on behalf of any Acquired Company, has directly or indirectly (a) made
any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public,
regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to
pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already
obtained, for or in respect of any Acquired Company or any Affiliate of an Acquired Company, or (iv) in violation of any
Legal Requirement, (b) established or maintained any fund or asset that has not been recorded in the books and records of
the Acquired Companies.


 


4.24 Disclosure.


 


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


 


(b) No notice given
pursuant to Section 6.5 will contain any untrue statement or omit to state a material fact necessary to make the statements therein
or in this Agreement, in light of the circumstances in which they were made, not misleading.


 


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


 






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4.25 Relationships
With Related Persons. No Seller or any Related Person of Sellers or of any Acquired Company has, or since the first day of
the next to last completed fiscal year of the Acquired Companies has had, any interest in any property (whether real, personal,
or mixed and whether tangible or intangible), used in or pertaining to the Acquired Companies’ businesses. No Seller or
any Related Person of Sellers or of any Acquired Company is, or since the first day of the next to last completed fiscal year
of the Acquired Companies has owned (of record or as a beneficial owner) an equity interest or any other financial or profit
interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired
Company other than business dealings or transactions conducted in the Ordinary Course of Business with the Acquired Companies
at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with
any Acquired Company with respect to any line of the products or services of such Acquired Company (a “Competing Business”)
in any market presently served by such Acquired Company except for less than one percent of the outstanding capital stock of any
Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. No Seller or any Related
Person of Sellers or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired
Company.


 


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


 


4.27 Investment
Representations. Each Seller (a)  acknowledges and understands that it is acquiring the Buyer Shares under this Agreement
under a private placement in reliance upon the exemption from the registration requirement of the Securities Act provided by Section
4(a)(2) of the Securities Act and Rule 506(b) thereunder and similar exemptions under applicable state securities laws; (b) is
an “accredited investor,” as defined in Rule 501(a) of Regulation D under Section 4(a)(2) of the Securities Act; (c)
is acquiring the Buyer Shares under this Agreement for its own account and not with a view to its distribution in violation of
the Securities Act; and (d) acknowledges and understands that the Buyer Shares are “restricted securities” as defined
in Rule 144(a)(3) under the Securities Act, and the Seller will not offer, sell, pledge or otherwise transfer any of such securities,
directly or indirectly, unless the offer, sale, pledge or transfer is in a transaction that does not require registration under
the U.S. Securities Act or any applicable state securities laws; or pursuant to an effective registration statement under the
Securities Act.


 


5.
REPRESENTATIONS AND WARRANTIES OF BUYER.


 


Buyer represents and
warrants to Sellers as follows:


 


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


 


5.2 Authority;
No Conflict.


 


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


 


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


 






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


 


5.3 Stock Exchange
Listing. Prior to the Closing, the Buyer Shares will be duly authorized for listing on NASDAQ, subject to all necessary regulatory
approvals. Buyer is not in default in any material respect of any of the listing or other requirements of NASDAQ.


 


5.4 SEC Filings.
Buyer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules,
forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be
filed or furnished by it with the SEC since January 1, 2016.


 


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


 


5.6 Brokers or
Finders. Buyer and its officers and agents have incurred no obligation or liability, contingent or otherwise, for brokerage
or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement and will indemnify
and hold Sellers harmless from any such payment alleged to be due by or through Buyer as a result of the action of Buyer or its
officers or agents.


 


6.
COVENANTS OF SELLERS


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


6.5 Notification.
Between the date of this Agreement and the Closing Date, each Seller will promptly notify Buyer in writing if such Seller or any
Acquired Company becomes aware of any fact or condition that causes or constitutes a Breach of any of Sellers’ or the Acquired
Companies’ representations and warranties as of the date of this Agreement, or if such Seller or any Acquired Company becomes
aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated
by this Agreement) cause or constitute a Breach of any such representation or warranty had such representation or warranty
been made as of the time of occurrence or discovery of such fact or condition. During the same period, each Seller will promptly
notify Buyer of the occurrence of any Breach of any covenant of Sellers in this Section 6 or of the occurrence of any event
that may make the satisfaction of the conditions in Section 8 impossible or unlikely.


 


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


 


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


 


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


 


6.9 Public Announcements.
No Seller Party shall issue any such press release or make any such public statement without the prior consent of Buyer, except
as may be required by applicable Law.


 






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


 


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


 


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


 


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


 


6.14 Securities
Laws; Restrictions on Transfers5.1 . Each Seller acknowledges and understands that until such time as the same is no longer
required under the requirements of the Securities Act or applicable state securities laws, the certificates representing the Buyer
Shares, and all certificates representing any securities issued in exchange thereof or in substitution therefor, will bear the
following legend:


 


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


 






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7.
Tax MAtters


 


7.1 Responsibility
for Filing Tax Returns.


 


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


 


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


 


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


 


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


 






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


 


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


 


8.1 Accuracy of
Representations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b) A copy of Parent’s
current memorandum and articles of association.


 


(c) A copy of resolutions
of Parent’s board of directors approving the updating of Parent’s register of members, to reflect Buyer’s ownership
of all of the Shares.


 


(d) A copy of Parent’s
certificate of incumbency.


 






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(e) A copy of Parent’s
good standing certificate.


 


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


 


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


 


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


 


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


 


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


 


9.
CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


10.
TERMINATION.


 


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


 


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


 


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


 


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


 


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


 


(d) either by Buyer
or by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement
to comply fully with its obligations under this Agreement) on or before July 1, 2019 or such later date as the parties may
agree upon.


 


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


 






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11.
INDEMNIFICATION; REMEDIES.


 


11.1 Survival;
Right to Indemnification Not Affected By Knowledge. All representations, warranties, covenants, and obligations in this Agreement
and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification,
payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected
by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of
or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy
of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the
right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.


 


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


 


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


 


(b) any Breach of any
representation or warranty made by Sellers or the Acquired Companies in this Agreement as if such representation or warranty were
made on and as of the Closing Date and is expressly identified in the certificate delivered pursuant to Section 2.6 as
having caused the condition specified in Section 8.1 not to be satisfied;


 


(c) any Breach by any
Seller of any covenant or obligation of such Seller in this Agreement;


 


(d) any product sold,
shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date;


 


(e) any Taxes owed by
the Acquired Companies relating to any period prior to the Closing Date; and


 


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


 


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


 






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


 


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


 


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


 


Buyer will be entitled
to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect
to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.9 will apply to
any claim solely for monetary damages relating to a matter covered by this Section 11.3.


 


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


 


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


 






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11.6 Procedure
for Indemnification Third Party Claims.


 


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


 


(b) If any Proceeding
referred to in Section 11.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of
the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate
in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding
and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying
party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide
indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified
party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding,
the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this
Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each
case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs
of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established
for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification;
(ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s
consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights
of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided
is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability
with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying
party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s
notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying
party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party.


 


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


 


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


 


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


 






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12.
GENERAL PROVISIONS.


 


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


 


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


 


12.3 Confidentiality.
Between the date of this Agreement and the Closing Date, Buyer and Sellers will maintain in confidence, and will cause the directors,
officers, employees, agents, and advisors of Buyer and the Acquired Companies to maintain in confidence, any written, oral, or
other information obtained in confidence from another party or an Acquired Company in connection with this Agreement or the Contemplated
Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality
or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary
or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions,
or (c) the furnishing or use of such information is required by legal proceedings. If the Contemplated Transactions are not
consummated, each party will return or destroy as much of such written information as the other party may reasonably request.
Whether or not the Closing takes place, Sellers waive, and will upon Buyer’s request cause the Acquired Companies to waive,
any cause of action, right, or claim arising out of the access of Buyer or its representatives to any trade secrets or other confidential
information of the Acquired Companies except for the intentional competitive misuse by Buyer of such trade secrets or confidential
information.


 


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


 


(a) If to an Acquired
Company prior to Closing or any Seller, to:


 


	Name:	LASTING WISDOM HOLDINGS LIMITED
	Address:	Wickhams Cay II, Road Town, Tortola, vg 110, British Virgin Island
	Attention:	Wu Shangwen
	Telephone:	+86 0411 8295 2829
	Facsimile:	+86 0411 8295 2829
	Email :	wushangwen @boqijituan.com



 






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	with a copy to:	 
	 	 
	Name:	Vistra ( China) Company Limited
	Address:	33/F Westgate Tower, No. I 038 Nanjing West Road , Jing’an District, Shanghai 200041, PRC
	Attention:	Doris
	Telephone:	+86 021 6090 0598
	Facsimile :	+86 021 6361 6489
	Email:	shanghai@vistra.com
	 	 
	If to an Acquired Company following the Closing or Buyer, to:
	 
	Name:	NF ENERGY SAYING CORPORATION
	Address:	390 Qingnian Avenue, Heping District t, Shenyang, Liaoning Province, P.R.C.
	Attention:	Li Hong
	Telephone:	+86 24 8563-1159
	Facsimile:	+86 24 8563-1 I 59
	Email:	info@nfenergy.com
	 	 
	with a copy to:	 
	 	 
	Name:	Carter Ledyard & Milburn LLP
	Address:  	2 Wall Street New York, New York 10005-2072
	Attention:	Pang Zhang-Whitaker, Esq.
	Telephone:	+1 212 238 8844
	Facsimile:	+1 212 732 3232
	Email:	zhang@clm.com




 


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


 


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


 


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


 






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


 


12.8 Assignments,
Successors, and no Third-Party Rights. Neither party may assign any of its rights under this Agreement without the prior consent
of the other parties, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject
to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors
and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement
or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit
of the parties to this Agreement and their successors and assigns.


 


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


 


12.10 Section Headings,
Construction.


 


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


 


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


 


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


 






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


 


12.12 Governing
Law; Waiver of Jury Trial; Jurisdiction.


 


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


 


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


 


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


 






    36


     


    

 


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


 


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


 


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


    


[Signature Pages Follow]


    



    37


     


    



  


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


 


	BUYER:	 
	 	 
	NF ENERGY SAVING CORPORATION
	 	 
	By:	 	 
	Name: Yongquan Bi	 
	Title:  Chief Executive Officer	 
	 	 
	SELLERS:	 
	 	 
	By:	 	 
	Name: Yu Zhang	 
	 	 
	By:	 	 
	Name: Yunpeng Liu	 
	 	 
	By:	 	 
	Name: Aiguo Leng	 
	 	 
	By:	 	 
	Name: Xiaona Liu	 
	 	 
	By:	 	 
	Name: Peng Shao	 
	 	 
	ACQUIRED COMPANIES	 
	 	 
	LASTING WISDOM HOLDINGS LIMITED, Parent
	 	 
	By:	                       	 
	Name:	 
	Title:	 



  



     


     


    

 


	PUKUNG LIMITED, HoldCo,	 
	 	 
	By:	                     	 
	Name:	 
	Title:	 
	 	 
	BEIJING XIN RONG XIN INDUSTRIAL DEVELOPMENT CO., LTD., WFOE
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	BOQI ZHENGJI PHARMACY CHAIN CO., LTD., the Company    
	 	 
	By:	 	 
	Name:	 
	Title:



	 




 



     


     


    

 


SCHEDULE I


 


CAPITALIZATION/OWNERSHIP OF ALL EQUITY
SHARES OF EACH ACQUIRED COMPANY


 


	Ownership of Parent:	 	 	 	 	 	 
	Sellers:	 	# of Shares:	 	 	Percentage 

of Outstanding Shares

 Owned (the

 Proportionate

 Percentage):	 
	Yu Zhang	 	 	1	 	 	 	20	%
	Yunpeng Liu	 	 	1	 	 	 	20	%
	Aiguo Leng	 	 	1	 	 	 	20	%
	Xiaona Liu	 	 	1	 	 	 	20	%
	Peng Shao	 	 	1	 	 	 	20	%
	Total outstanding Shares: 5


	 	 	 	Total: 100
	%
	 	 	 	 	 	 	 	 	 
	Ownership of Holdco:	 	 	 	 	 	 
	Shareholder:	 	# of TYPE OF CAPITAL

 STOCK of parent:	 	 	Percentage 

of Shares

 Owned:	 
	Parent	 	 	10,000	 	 	 	100	%




 


	Ownership of WFOE:	 	 	 
	Shareholder:	 	Percentage

 of Shares

 Owned:	 
	Holdco	 	 	100	%
	 	 	 	 	 
	Ownership of the Company:	 	 	 
	Shareholder:	 	Percentage

 of Shares

 Owned:	 
	WFOE	 	 	100	%