Unassociated Document


    SHARE
      EXCHANGE AGREEMENT

    


    This
      SHARE EXCHANGE AGREEMENT, dated as of October 24, 2008 (the “Agreement”) by and
      among Elevated Throne Overseas Ltd., a British Virgin Islands company
      (“Elevated
      Throne”),
      Green
      Planet Bioengineering Co. Ltd., a Delaware corporation (“Green
      Planet”)
      and
      all of the Shareholders of Elevated Throne, whose names are set forth on Exhibit
      A attached hereto (“Elevated
      Throne Shareholders”).

     

    WHEREAS,
      Elevated Throne Shareholders own 100% of the issued and outstanding shares
      of
      Common Stock of Elevated Throne (the "Elevated
      Throne Shares");

     

    WHEREAS,
      Elevated Throne Shareholders believe it is in their best interest to exchange
      the Elevated Throne Shares for shares of common stock of Green Planet, par
      value
      $.001 per share (“Green
      Planet Shares”),
      and
      Green Planet believes it is in its best interests to acquire the Elevated Throne
      Shares in exchange for Green Planet Shares, upon the terms and subject to the
      conditions set forth in this Agreement; and

     

    WHEREAS,
      it is the intention of the parties that: (i) Green Planet shall acquire 100%
      of
      the Elevated Throne Shares in exchange solely for the amount of Green Planet
      Shares set forth herein; (ii) said exchange of shares shall qualify as a
      tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
      Code
      of 1986, as amended (the “Code”);
      and
      (iii) said exchange shall qualify as a transaction in securities exempt from
      registration or qualification under the Securities Act of 1933, as amended
      and
      in effect on the date of this Agreement (the “Securities
      Act”
      )

     

    NOW,
      THEREFORE, in consideration of the mutual terms, conditions and other agreements
      set forth herein, the parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

     EXCHANGE
      OF SHARES FOR COMMON STOCK

     

    Section
      1.1 Agreements
      to Exchange Elevated Throne Shares for Green Planet Shares.
      On the
      Closing Date (as hereinafter defined) and upon the terms and subject to the
      conditions set forth in this Agreement, ELEVATED THRONE SHAREHOLDERS shall
      sell,
      assign, transfer, convey and deliver the ELEVATED THRONE Shares (representing
      50,000 ELEVATED THRONE Shares or 100% of the issued and outstanding ELEVATED
      THRONE Shares), to Green Planet, and Green Planet shall accept the ELEVATED
      THRONE Shares from the ELEVATED THRONE SHAREHOLDERS in exchange for the issuance
      to the ELEVATED THRONE SHAREHOLDERS of the number of Green Planet Shares set
      forth opposite the names of the ELEVATED THRONE SHAREHOLDERS on Exhibit A
      hereto.

    


    Section
      1.2
      Capitalizations. On the Closing Date, immediately before the transactions to
      be
      consummated pursuant to this Agreement, Green Planet shall have authorized
      (a)
      250,000,000 shares of Common Stock, par value $0.001 per share, of which
      1,000,000 shares shall be issued and outstanding, all of which are duly
      authorized, validly issued and fully paid and the detailed shareholdings of
      which are more particularly set out in Exhibit B hereto; and (b) 10,000,000
      shares of Preferred Stock, $0.001 par value, of which no shares are issued
      or
      outstanding.

     

    Section
      1.3 
      Closing.
      The
      closing of the exchange to be made pursuant to this Agreement (the "Closing")
      shall take place at 10:00 a.m. E.D.T. on the second business day after the
      conditions to closing set forth in Articles V and VI have been satisfied or
      waived, or at such other time and date as the parties hereto shall agree in
      writing but no later than October 24, 2008 (the "Closing Date"), at the offices
      of Arnstein
      & Lehr LLP.
      At the
      Closing, ELEVATED THRONE SHAREHOLDERS shall (i) deliver to Green Planet the
      stock certificates representing 100% of the ELEVATED THRONE Shares, duly
      endorsed in blank for transfer or accompanied by appropriate stock powers duly
      executed in blank. In full consideration and exchange for the ELEVATED THRONE
      Shares and payment, Green Planet shall issue and exchange with ELEVATED THRONE
      SHAREHOLDERS 14,141,667 Green Planet Shares representing approximately 282.8
      Green Planet Shares for each ELEVATED THRONE Share exchanged.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    1.4
        Tax
      Treatment.
      The
      exchange described herein is intended to comply with Section 368(a)(1)(B) of
      the
      Code, and all applicable regulations thereunder. In order to ensure compliance
      with said provisions, the parties agree to take whatever steps may be necessary,
      including, but not limited to, the amendment of this Agreement.

    


    ARTICLE
      II

    


    REPRESENTATIONS
      AND WARRANTIES OF GREEN PLANET

    


    GREEN
      PLANET hereby represents, warrants and agrees as follows:

    


    Section
      2.1 
      Corporate
      Organization

    


    a.
 
      Green Planet is a corporation duly organized, validly existing and in good
      standing under the laws of Delaware, and has all requisite corporate power
      and
      authority to own its properties and assets and to conduct its business as now
      conducted and is duly qualified to do business in good standing in each
      jurisdiction in which the nature of the business conducted by Green Planet
      or
      the ownership or leasing of its properties makes such qualification and being
      in
      good standing necessary, except where the failure to be so qualified and in
      good
      standing will not have a material adverse effect on the business, operations,
      properties, assets, condition or results of operation of Green Planet (a
"Green
      Planet Material Adverse Effect");

    


    b.
 
      Copies of the Articles of Incorporation and By-laws of Green Planet, with all
      amendments thereto to the date hereof, have been furnished to ELEVATED THRONE
      and the ELEVATED THRONE SHAREHOLDERS, and such copies are accurate and complete
      as of the date hereof. The minute books of GREEN PLANET are current as required
      by law, contain the minutes of all meetings of the Board of Directors and
      shareholders of Green Planet from its date of incorporation to the date of
      this
      Agreement, and adequately reflect all material actions taken by the Board of
      Directors and shareholders of Green Planet. 

    


    Section
      2.2 Capitalization
      of Green Planet.
      The
      authorized capital stock of Green Planet consists of (a) 250,000,000 shares
      of
      Common Stock, par value $0.001 per share, of which 1,000,000 shares are issued
      and outstanding, all of which are duly authorized, validly issued and fully
      paid
      and the detailed shareholdings of which are more particularly set out in Exhibit
      B hereto; and (b) 10,000,000 shares of Preferred Stock, $0.001 par value, of
      which no shares are issued or outstanding. The parties agree that they have
      been
      informed of the issuances of these Green Planet Shares, and that all such
      issuances of Green Planet Shares pursuant to this Agreement will be in
      accordance with the provisions of this Agreement. All of the Green Planet Shares
      to be issued pursuant to this Agreement have been duly authorized and will
      be
      validly issued, fully paid and non-assessable and no personal liability will
      attach to the ownership thereof and in each instance, have been issued in
      accordance with the registration requirements of applicable securities laws.
      As
      of the date of this Agreement there are and as of the Closing Date, there will
      be, no outstanding options, warrants, agreements, commitments, conversion
      rights, preemptive rights or other rights to subscribe for, purchase or
      otherwise acquire any shares of capital stock or any un-issued or treasury
      shares of capital stock of Green Planet.

    


    Section
      2.3 
      Subsidiaries
      and Equity Investments.
      Green
      Planet has no subsidiaries or equity interest in any corporation, partnership
      or
      joint venture.

    


    Section
      2.4 Authorization
      and Validity of Agreements.
      Green
      Planet has all corporate power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby and upon the execution and delivery by ELEVATED
      THRONE and the ELEVATED THRONE SHAREHOLDERS and the performance of their
      obligations herein, will constitute, a legal, valid and binding obligation
      of
      Green Planet. The execution and delivery of this Agreement by Green Planet
      and
      the consummation by Green Planet of the transactions contemplated hereby have
      been duly authorized by all necessary corporate action of Green Planet, and
      no
      other corporate proceedings on the part of Green Planet are necessary to
      authorize this Agreement or to consummate the transactions contemplated
      hereby.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Section 
      2.5 
      No
      Conflict or Violation.
      The
      execution, delivery and performance of this Agreement by Green Planet does
      not
      and will not violate or conflict with any provision of its Articles of
      Incorporation or By-laws, and does not and will not violate any provision of
      law, or any order, judgment or decree of any court or other governmental or
      regulatory authority, nor violate or result in a breach of or constitute (with
      due notice or lapse of time or both) a default under, or give to any other
      entity any right of termination, amendment, acceleration or cancellation of,
      any
      contract, lease, loan agreement, mortgage, security agreement, trust indenture
      or other agreement or instrument to which Green Planet is a party or by which
      it
      is bound or to which any of their respective properties or assets is subject,
      nor will it result in the creation or imposition of any lien, charge or
      encumbrance of any kind whatsoever upon any of the properties or assets of
      Green
      Planet, nor will it result in the cancellation, modification, revocation or
      suspension of any of the licenses, franchises, permits to which Green Planet
      is
      bound.

    


    Section
      2.6 
      Consents
      and Approvals.
      No
      consent, waiver, authorization or approval of any governmental or regulatory
      authority, domestic or foreign, or of any other person, firm or corporation,
      is
      required in connection with the execution and delivery of this Agreement by
      Green Planet or the performance by Green Planet of its obligations
      hereunder.

     

    Section
      2.7 
      Absence
      of Certain Changes or Events
      . Since
      its inception:

    


    a.
         Green Planet has operated in the ordinary course of business
      consistent with past practice and there has not been any material adverse change
      in the assets, properties, business, operations, prospects, net income or
      condition, financial or otherwise of Green Planet. As of the date of this
      Agreement, Green Planet does not know or have reason to know of any event,
      condition, circumstance or prospective development which threatens or may
      threaten to have a material adverse effect on the assets, properties,
      operations, prospects, net income or financial condition of Green
      Planet;

    


    b.
         there has not been any declaration, setting aside or payment of
      dividends or distributions with respect to shares of capital stock of Green
      Planet or any redemption, purchase or other acquisition of any capital stock
      of
      Green planet or any other of Green Planet’s securities; and

    


    c.
         there has not been an increase in the compensation payable or to
      become payable to any director or officer of GREEN PLANET.

    


    Section
      2.8 
      Disclosure.
      This
      Agreement and any certificate attached hereto or delivered in accordance with
      the terms hereby by or on behalf of Green Planet in connection with the
      transactions contemplated by this Agreement, when taken together, do not contain
      any untrue statement of a material fact or omit any material fact necessary
      in
      order to make the statements contained herein and/or therein not
      misleading.

    


    Section
      2.9 
      Litigation.
      There
      is no action, suit, proceeding or investigation pending or threatened against
      the Company or any subsidiary that may affect the validity of this Agreement
      or
      the right of Green Planet to enter into this Agreement or to consummate the
      transactions contemplated hereby.

    


    Section
      2.10 
      Securities
      Laws.
      Green
      Planet has complied in all respects with applicable federal and state securities
      laws, rules and regulations, including the Sarbanes Oxley Act of 2002, as such
      laws, rules and regulations apply to Green Planet and its securities; and (b)
      all shares of capital stock of the Company have been issued in accordance with
      applicable federal and state securities laws, rules and regulations. There
      are
      no stop orders in effect with respect to any of the Company’s
      securities.

    


    Section
      2.11 
      Tax
      Returns, Payments and Elections.
      Green
      Planet has timely filed all tax returns, statements, reports, declarations
      and
      other forms and documents and has, to date, paid all taxes due.

    


    Section
      2.12 
      ’34
      Act Reports.
      None of
      Green Planet’s filings with the SEC, contains any untrue statement of a material
      face or omits to state a material fact necessary to make the statements therein
      not misleading, in light of the circumstances in which they were
      made.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

     Section
      2.13 
      Survival.
      Each of
      the representations and warranties set forth in this Article II shall be deemed
      represented and made by Green Planet at the Closing as if made at such time
      and
      shall survive the Closing for a period terminating on the second anniversary
      of
      the date of this Agreement.

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF ELEVATED THRONE AND ELEVATED THRONE
      SHAREHOLDERS

    


    ELEVATED
      THRONE and each of the ELEVATED THRONE SHAREHOLDERS, severally, represent,
      warrant and agree as follows:

    


    Section
      3.1 
      Corporate
      Organization.

    


    a.
 
       ELEVATED
      THRONE is a corporation with no prior business activities. It is duly organized,
      validly existing and in good standing under the laws of the British Virgin
      Islands and has all requisite corporate power and authority to own its
      properties and assets and to conduct its business as now conducted and is duly
      qualified to do business, is in good standing in each jurisdiction wherein
      the
      nature of the business conducted by ELEVATED THRONE or the ownership or leasing
      of its properties makes such qualification and being in good standing necessary,
      except where the failure to be so qualified and in good standing will not have
      a
      material adverse effect on the business, operations, properties, assets,
      condition or results of operation of ELEVATED THRONE (a "ELEVATED
      THRONE Material Adverse Effect"
      ). As of
      the date of this Agreement, ELEVATED THRONE owns all of the issued and
      outstanding equity or voting interests in Fujian Green Planet Bioengineering
      Co., Ltd. 
      (“WFOE”). WFOE is duly organized, validly existing and in good standing under
      the laws of the Peoples’ Republic of China (“PRC”) and has all requisite
      corporate power and authority to own its properties and assets and to conduct
      its business as now conducted and is duly qualified to do business, is in good
      standing in each jurisdiction wherein the nature of the business conducted
      by
      WFOE or the ownership or leasing of its properties makes such qualification
      and
      being in good standing necessary, except where the failure to be so qualified
      and in good standing will not have a material adverse effect on the business,
      operations, properties, assets, condition or results of operation of WFOE (a
      "WFOE
      Material Adverse Effect"
      ).

    


    b.
 
       Copies
      of
      the Certificate of Incorporation and By-laws of ELEVATED THRONE and WFOE, with
      all amendments thereto to the date hereof, have been furnished to Green Planet,
      and such copies are accurate and complete as of the date hereof. The minute
      books of ELEVATED THRONE are current as required by law, contain the minutes
      of
      all meetings of the Board of Directors and Elevated Throne Shareholders of
      ELEVATED THRONE, and committees of the Board of Directors of ELEVATED THRONE
      from the date of incorporation to the date of this Agreement, and adequately
      reflect all material actions taken by the Board of Directors, Elevated Throne
      Shareholders and committees of the Board of Directors of ELEVATED
      THRONE.

     

      

    Section
      3.2 
      Capitalization
      of ELEVATED THRONE; Title to the ELEVATED THRONE Shares.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement, ELEVATED THRONE shall have authorized 50,000 ELEVATED THRONE
      Shares, of which 50,000 ELEVATED THRONE Shares will be issued and outstanding.
      The ELEVATED THRONE Shares are the sole outstanding shares of capital stock
      of
      ELEVATED THRONE, and there are no outstanding options, warrants, agreements,
      commitments, conversion rights, preemptive rights or other rights to subscribe
      for, purchase or otherwise acquire any shares of capital stock or other equity
      or voting interest or any unissued or treasury shares of capital stock of
      ELEVATED THRONE. As of the date hereof and on the Closing Date, each SHAREHOLDER
      owns and will own the ELEVATED THRONE Shares free and clear of any liens, claims
      or encumbrances and has and will have the right to transfer the ELEVATED THRONE
      Shares without consent of any other person or entity.

    


    Section
      3.3 
      Subsidiaries
      and Equity Investments; Assets.
      As of
      the date hereof and on the Closing Date, ELEVATED THRONE owns and will own
      all
      of the equity or voting interests in WFOE. ELEVATED THRONE does not and will
      not
      directly or indirectly, own any other shares of capital stock or any other
      equity interest in any entity or any right to acquire any shares or other equity
      interest in any entity and ELEVATED THRONE does not and will not have any assets
      or liabilities. As of the date hereof and on Closing Date, WFOE does not and
      will not directly or indirectly, own any shares of capital stock or any other
      equity interest in any entity or any right to acquire any shares or other equity
      interest in any entity. As of the date hereof and on the Closing Date, there
      are
      and will be no outstanding options, warrants, agreements, commitments,
      conversion rights, preemptive rights or other rights to subscribe for, purchase
      or otherwise acquire any shares of capital stock or other equity or voting
      interest in WFOE.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    Section
      3.4 
      Authorization
      and Validity of Agreements.
      ELEVATED THRONE has all corporate power and authority to execute and deliver
      this Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of this Agreement
      by ELEVATED THRONE and the consummation of the transactions contemplated hereby
      have been duly authorized by all necessary corporate action and no other
      corporate proceedings on the part of ELEVATED THRONE are necessary to authorize
      this Agreement or to consummate the transactions contemplated hereby. The
      ELEVATED THRONE SHAREHOLDERS have approved this Agreement on behalf of ELEVATED
      THRONE and no other stockholder approvals are required to consummate the
      transactions contemplated hereby. Each SHAREHOLDER who is a natural person
      is
      over the age of 21, is competent to execute this Agreement, and has the power
      to
      execute and perform this Agreement. The execution and delivery of this Agreement
      by each SHAREHOLDER which is not a natural person (“Entity Shareholder”) and the
      consummation of the transactions contemplated hereby by each Entity Shareholder
      have been duly authorized by all necessary action by the Entity Shareholder
      and
      no other proceedings on the part of ELEVATED THRONE or any SHAREHOLDER are
      necessary to authorize this Agreement or to consummate the transactions
      contemplated hereby.

     

    Section
      3.5 
      No
      Conflict or Violation.
      The
      execution, delivery and performance of this Agreement by ELEVATED THRONE or
      any
      ELEVATED THRONE SHAREHOLDER does not and will not violate or conflict with
      any
      provision of the constituent documents of ELEVATED THRONE, and does not and
      will
      not violate any provision of law, or any order, judgment or decree of any court
      or other governmental or regulatory authority, nor violate, result in a breach
      of or constitute (with due notice or lapse of time or both) a default under
      or
      give to any other entity any right of termination, amendment, acceleration
      or
      cancellation of any contract, lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which ELEVATED
      THRONE or any ELEVATED THRONE SHAREHOLDER is a party or by which it is bound
      or
      to which any of its respective properties or assets is subject, nor result
      in
      the creation or imposition of any lien, charge or encumbrance of any kind
      whatsoever upon any of the properties or assets of ELEVATED THRONE or any
      ELEVATED THRONE SHAREHOLDER, nor result in the cancellation, modification,
      revocation or suspension of any of the licenses, franchises, permits to which
      ELEVATED THRONE or any ELEVATED THRONE SHAREHOLDER is bound.

     

    Section
      3.6 
      Investment
      Representations.
      (a) The
      Green Planet Shares will be acquired hereunder solely for the account of the
      ELEVATED THRONE SHAREHOLDERS, for investment, and not with a view to the resale
      or distribution thereof. Each ELEVATED THRONE SHAREHOLDER understands and is
      able to bear any economic risks associated with such ELEVATED THRONE
      SHAREHOLDER’S investment in the GREEN PLANET Shares. Each ELEVEATED THRONE
      SHAREHOLDER has had full access to all the information such ELEVATED THRONE
      SHAREHOLDER considers necessary or appropriate to make an informed investment
      decision with respect to the Green Planet Shares to be acquired under this
      Agreement. Each ELEVATED THRONE SHAREHOLDER further has had an opportunity
      to
      ask questions and receive answers from Green Planet’s directors regarding Green
      Planet and to obtain additional information (to the extent Green planet’s
      directors possessed such information or could acquire it without unreasonable
      effort or expense) necessary to verify any information furnished to such
      ELEVATED THRONE SHAREHOLDER or to which such ELEVATED THRONE SHAREHOLDER had
      access. Each ELEVATED THRONE SHAREHOLDER is at the time of the offer and
      execution of this Agreement, domiciled and resident outside the United States
      (a
“PRC
      Shareholder”
      ) and is
      an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D
      promulgated by the Securities and Exchange Commission under the Securities
      Act).

    


    (b)
      No
      PRC Shareholder, nor any affiliate of any PRC Shareholder, nor any person acting
      on behalf of any PRC Shareholder or any behalf of any such affiliate, has
      engaged or will engage in any activity undertaken for the purpose of, or that
      reasonably could be expected to have the effect of, conditioning the markets
      in
      the United States for the Green Planet Shares, including, but not limited to,
      effecting any sale or short sale of securities through any PRC Shareholder
      or
      any of affiliate of any PRC Shareholder prior to the expiration of any
      restricted period contained in Regulation S promulgated under the Securities
      Act
      (any such activity being defined herein as a “Directed Selling Effort”). To the
      best knowledge of each of the PRC Shareholders, this Agreement and the
      transactions contemplated herein are not part of a plan or scheme to evade
      the
      registration provisions of the Securities Act, and the Green Planet Shares
      are
      being acquired for investment purposes by the PRC Shareholders. Each PRC
      Shareholder agrees that all offers and sales of Green Planet Shares from the
      date hereof and through the expiration of the any restricted period set forth
      in
      Rule 903 of Regulation S (as the same may be amended from time to time
      hereafter) shall not be made to U.S. Persons or for the account or benefit
      of
      U.S. Persons and shall otherwise be made in compliance with the provisions
      of
      Regulation S and any other applicable provisions of the Securities Act. Neither
      any PRC Shareholder nor the representatives of any PRC Shareholder have
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and no PRC Shareholder nor any representative of any PRC
      Shareholder will engage in any such Directed Selling Effort within the United
      States through the expiration of any restricted period set forth in Rule 903
      of
      Regulation S.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    Section
      3.7 
      Brokers’
      Fees.
       
      No
      ELEVATED THRONE SHAREHOLDER has any liability to pay any fees or commissions
      or
      other consideration to any broker, finder, or agent with respect to the
      transactions contemplated by this Agreement.

    


    Section
      3.8 
      Disclosure.
      This
      Agreement, the schedules hereto and any certificate attached hereto or delivered
      in accordance with the terms hereby by or on behalf of ELEVATED THRONE or the
      ELEVATED THRONE SHAREHOLDERS in connection with the transactions contemplated
      by
      this Agreement, when taken together, do not contain any untrue statement of
      a
      material fact or omit any material fact necessary in order to make the
      statements contained herein and/or therein not misleading.

    


    Section
      3.9 
      Survival.
      Each of
      the representations and warranties set forth in this Article III shall be deemed
      represented and made by ELEVATED THRONE and the ELEVATED THRONE SHAREHOLDERS
      at
      the Closing as if made at such time and shall survive the Closing for a period
      terminating on the second anniversary of the date of this
      Agreement.

     

    ARTICLE
      IV

    


    COVENANTS

    


    Section
      4.1 
      Certain
      Changes and Conduct of Business.

    


    
      	
            	a.	
              From
                and after the date of this Agreement and until the Closing Date,
                Green
                Planet shall conduct its business solely in the ordinary course consistent
                with past practices and, in a manner consistent with all representations,
                warranties or covenants of GREEN PLANET, and without the prior written
                consent of ELEVATED THRONE will not, except as required or permitted
                pursuant to the terms hereof;

            


    

     

    
      
        	
              	i.	
                make
                  any material change in the conduct of its businesses and/or operations
                  or
                  enter into any transaction other than in the ordinary course of
                  business
                  consistent with past
                  practices;

              


      

    

     

      	
            	ii. 	
              
                make
                  any change in its Articles of Incorporation or By-laws; issue any
                  additional shares of capital stock or equity securities or grant
                  any
                  option, warrant or right to acquire any capital stock or equity
                  securities
                  or issue any security convertible into or exchangeable for its
                  capital
                  stock or alter in any material term of any of its outstanding securities
                  or make any change in its outstanding shares of capital stock or
                  its
                  capitalization, whether by reason of a reclassification, recapitalization,
                  stock split or combination, exchange or readjustment of shares,
                  stock
                  dividend or otherwise;

              

            


    

     

    
      	
            	iii. 	
              
                
                  A.       incur,
                    assume or guarantee any indebtedness for borrowed money, issue
                    any notes,
                    bonds, debentures or other corporate securities or grant any
                    option,
                    warrant or right to purchase any thereof, except pursuant to
                    transactions
                    in the ordinary course of business consistent with past practices;
                    or

                

              

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	 	
              
                
                  B.       issue
                    any securities convertible or exchangeable for debt or equity
                    securities
                    of Green Planet;

                

              

            


    

     

      	
            	iv.	
              
                make
                  any sale, assignment, transfer, abandonment or other conveyance
                  of any of
                  its assets or any part thereof, except pursuant to transactions
                  in the
                  ordinary course of business consistent with past
                  practice;

              

            


    

     

    
      	
            	v.	
              
                subject
                  any of its assets, or any part thereof, to any lien or suffer such
                  to be
                  imposed other than such liens as may arise in the ordinary course
                  of
                  business consistent with past practices by operation of law which
                  will not
                  have an Green Planet Material Adverse
                  Effect;

              

            


    

     

    
      	
            	vi.	
              
                acquire
                  any assets, raw materials or properties, or enter into any other
                  transaction, other than in the ordinary course of business consistent
                  with
                  past practices;

              

            


    

     

    
      	
            	vii.	
              
                enter
                  into any new (or amend any existing) employee benefit plan, program
                  or
                  arrangement or any new (or amend any existing) employment, severance
                  or
                  consulting agreement, grant any general increase in the compensation
                  of
                  officers or employees (including any such increase pursuant to
                  any bonus,
                  pension, profit-sharing or other plan or commitment) or grant any
                  increase
                  in the compensation payable or to become payable to any employee,
                  except
                  in accordance with pre-existing contractual provisions or consistent
                  with
                  past practices;

              

            


    

     

    
      	
            	viii.	
              
                make
                  or commit to make any material capital
                  expenditures;

              

            


    

     

    
      	
            	ix.	
              
                pay,
                  loan or advance any amount to, or sell, transfer or lease any properties
                  or assets to, or enter into any agreement or arrangement with,
                  any of its
                  affiliates;

              

            


    

     

    
      	
            	x.	
              
                guarantee
                  any indebtedness for borrowed money or any other obligation of
                  any other
                  person;

              

            


    

     

    
      	
            	xi.	
              
                fail
                  to keep in full force and effect insurance comparable in amount
                  and scope
                  to coverage maintained by it (or on behalf of it) on the date
                  hereof;

              

            


    

     

    
      	
            	xii.	
              
                take
                  any other action that would cause any of the representations and
                  warranties made by it in this Agreement not to remain true and
                  correct in
                  all material aspect;

              

            


    

     

    
      	
            	xiii.	
              
                make
                  any material loan, advance or capital contribution to or investment
                  in any
                  person;

              

            


    

     

    
      	
            	xiv.	
              
                make
                  any material change in any method of accounting or accounting principle,
                  method, estimate or practice;

              

            


    

     

    
      	
            	xv.	
              
                settle,
                  release or forgive any claim or litigation or waive any
                  right;

              

            


    

    

      	
            	xvi.	
              
                
                  commit
                    itself to do any of the
                    foregoing.

                

              

            


    

     

    
      	
            	 	
              
                
                  b.       From
                    and after the date of this Agreement, ELEVATED THRONE will and
                    ELEVATED
                    THRONE will cause WFOE
                    to:

                

              

            


    

     

    
      	
            	1.	
              
                
                  
                    continue
                      to maintain, in all material respects, its properties in accordance
                      with
                      present practices in a condition suitable for its current
                      use;

                  

                

              

            


    

     

    
      	
            	2.	
              
                
                  
                    file,
                      when due or required, federal, state, foreign and other tax
                      returns and
                      other reports required to be filed and pay when due all taxes,
                      assessments, fees and other charges lawfully levied or assessed
                      against
                      it, unless the validity thereof is contested in good faith
                      and by
                      appropriate proceedings diligently
                      conducted;

                  

                

              

            


    

     

    
      	
            	3.	
              
                
                  
                    continue
                      to conduct its business in the ordinary course consistent with
                      past
                      practices;

                  

                

              

            


    

     

    
      	
            	4.	
              
                
                  
                    keep
                      its books of account, records and files in the ordinary course
                      and in
                      accordance with existing practices;
                      and

                  

                

              

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.	
              
                
                  continue
                    to maintain existing business relationships with
                    suppliers.

                

              

            


    

     

    
      	
            	 	
              
                
                  c.       From
                    and after the date of this Agreement, ELEVATED THRONE will not
                    and will
                    ensure that WFOE does
                    not:

                

              

            


    

    


    
      	
            	xvii.	
              
                
                  
                    make
                      any material change in the conduct of its businesses and/or
                      operations or
                      enter into any transaction other than in the ordinary course
                      of business
                      consistent with past
                      practices;

                  

                

              

            


    

     

    
      	
            	xviii.	
              
                
                  
                    make
                      any change in its Business License, Bylaws or other governing
                      documents;
                      issue any additional shares of capital stock or equity securities
                      or grant
                      any option, warrant or right to acquire any capital stock or
                      equity
                      securities or issue any security convertible into or exchangeable
                      for its
                      capital stock or alter in any material term of any of its outstanding
                      securities or make any change in its outstanding shares of
                      capital stock
                      or its capitalization, whether by reason of a reclassification,
                      recapitalization, stock split or combination, exchange or readjustment
                      of
                      shares, stock dividend or
                      otherwise;

                  

                

              

            


    

     

    
      	
            	xix.	
              
                
                  
                    A.       
                      incur, assume or guarantee any indebtedness for borrowed money,
                      issue any
                      notes, bonds, debentures or other corporate securities or grant
                      any
                      option, warrant or right to purchase any thereof, except pursuant
                      to
                      transactions in the ordinary course of business consistent
                      with past
                      practices; or

                     

                    B.       
issue
                      any securities convertible or exchangeable for debt or equity
                      securities
                      of ELEVATED THRONE or
                      WFOE;

                  

                

              

            


    

     

    
      	
            	xx.	
              
                
                  
                    make
                      any sale, assignment, transfer, abandonment or other conveyance
                      of any of
                      its assets or any part thereof, except pursuant to transactions
                      in the
                      ordinary course of business consistent with past
                      practice;

                  

                

              

            


    

     

    
      	
            	xxi.	
              
                
                  
                    subject
                      any of its assets, or any part thereof, to any lien or suffer
                      such to be
                      imposed other than such liens as may arise in the ordinary
                      course of
                      business consistent with past practices by operation of law
                      which will not
                      have an ELEVATED THRONE Material Adverse
                      Effect;

                  

                

              

            


    

     

    
      	
            	xxii.	
              
                
                  
                    acquire
                      any assets, raw materials or properties, or enter into any
                      other
                      transaction, other than in the ordinary course of business
                      consistent with
                      past practices;

                  

                

              

            


    

     

    
      	
            	xxiii.	
              
                
                  
                    enter
                      into any new (or amend any existing) employee benefit plan,
                      program or
                      arrangement or any new (or amend any existing) employment,
                      severance or
                      consulting agreement, grant any general increase in the compensation
                      of
                      officers or employees (including any such increase pursuant
                      to any bonus,
                      pension, profit-sharing or other plan or commitment) or grant
                      any increase
                      in the compensation payable or to become payable to any employee,
                      except
                      in accordance with pre-existing contractual provisions or consistent
                      with
                      past practices;

                  

                

              

            


    

     

    
      	
            	xxiv.	
              
                
                  
                    make
                      or commit to make any material capital
                      expenditures;

                  

                

              

            


    

     

    
      	
            	xxv.	
              
                
                  
                    pay,
                      loan or advance any amount to, or sell, transfer or lease any
                      properties
                      or assets to, or enter into any agreement or arrangement with,
                      any of its
                      affiliates;

                  

                

              

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	xxvi.	
              
                
                  
                    
                      guarantee
                        any indebtedness for borrowed money or any other obligation
                        of any other
                        person;

                    

                  

                

              

            


    

     

    
      	
            	xxvii.	
              
                
                  
                    
                      fail
                        to keep in full force and effect insurance comparable in
                        amount and scope
                        to coverage maintained by it (or on behalf of it) on the
                        date
                        hereof;

                    

                  

                

              

            


    

     

    
      	
            	xxix.	
              
                
                  
                    
                      take
                        any other action that would cause any of the representations
                        and
                        warranties made by it in this Agreement not to remain true
                        and correct in
                        all material
                        aspect;

                    

                  

                

              

            


    

     

    
      	
            	xxx.	
              
                
                  
                    
                      make
                        any material loan, advance or capital contribution to or
                        investment in any
                        person;

                    

                  

                

              

            


    

     

    
      	
            	xxxi.	
              
                
                  
                    
                      settle,
                        release or forgive any claim or litigation or waive any
                        right;

                    

                  

                

              

            


    

     

    
      	
            	xxxii.	
              
                
                  
                    
                      commit
                        itself to do any of the
                        foregoing.

                    

                  

                

              

            


    

     

    Section
      4.2 
      Access
      to Properties and Records.
      ELEVATED THRONE shall afford Green Planet’s accountants, counsel and authorized
      representatives, and Green Planet shall afford to ELEVATED THRONE's accountants,
      counsel and authorized representatives full access during normal business hours
      throughout the period prior to the Closing Date (or the earlier termination
      of
      this Agreement) to all of such parties’ properties, books, contracts,
      commitments and records and, during such period, shall furnish promptly to
      the
      requesting party all other information concerning the other party's business,
      properties and personnel as the requesting party may reasonably request,
      provided that no investigation or receipt of information pursuant to this
      Section 4.2 shall affect any representation or warranty of or the conditions
      to
      the obligations of any party.

    


    Section
      4.3 
      Negotiations.
      From
      and after the date hereof until the earlier of the Closing or the termination
      of
      this Agreement, no party to this Agreement nor its officers or directors
      (subject to such director's fiduciary duties) nor anyone acting on behalf of
      any
      party or other persons shall, directly or indirectly, encourage, solicit, engage
      in discussions or negotiations with, or provide any information to, any person,
      firm, or other entity or group concerning any merger, sale of substantial
      assets, purchase or sale of shares of capital stock or similar transaction
      involving any party. A party shall promptly communicate to any other party
      any
      inquiries or communications concerning any such transaction which they may
      receive or of which they may become aware of.

    


    Section
      4.4 
      Consents
      and Approvals.
      The
      parties shall:

     

    
      	
            	i.	
              use
                their reasonable commercial efforts to obtain all necessary consents,
                waivers, authorizations and approvals of all governmental and regulatory
                authorities, domestic and foreign, and of all other persons, firms
                or
                corporations required in connection with the execution, delivery
                and
                performance by them of this Agreement;
                and

            


    

     

    
      	
            	ii.	
              
                diligently
                  assist and cooperate with each party in preparing and filing all
                  documents
                  required to be submitted by a party to any governmental or regulatory
                  authority, domestic or foreign, in connection with such transactions
                  and
                  in obtaining any governmental consents, waivers, authorizations
                  or
                  approvals which may be required to be obtained connection in with
                  such
                  transactions.

              

            


    

     

    Section
      4.5 
      Public
      Announcement.
      Unless
      otherwise required by applicable law, the parties hereto shall consult with
      each
      other before issuing any press release or otherwise making any public statements
      with respect to this Agreement and shall not issue any such press release or
      make any such public statement prior to such consultation.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    Section
      4.6 
      Stock
      Issuance.
      From
      and after the date of this Agreement until the Closing Date, none of Green
      Planet, ELEVATED THRONE nor WFOE shall issue any additional shares of its
      capital stock.

    


    Section
      4.7 
      Notwithstanding anything to the contrary contained herein, it is herewith
      understood and agreed that both ELEVATED THRONE and Green Planet may enter
      into
      and conclude agreements and/or financing transactions as same relate to and/or
      are contemplated by any separate written agreements either: (a) annexed hereto
      as exhibits; or (b) entered into by Green Planet with ELEVATED THRONE executed
      by both parties subsequent to the date hereof. These Agreements shall become,
      immediately upon execution, part of this Agreement and subject to all
      warranties, representations and conditions contained herein.

    


     

    ARTICLE
      V

    


    CONDITIONS
      TO OBLIGATIONS OF ELEVATED THRONE AND ELEVATED THRONE
      SHAREHOLDERS

    


    The
      obligations of ELEVATED THRONE and the ELEVATED THRONE SHAREHOLDERS to
      consummate the transactions contemplated by this Agreement are subject to the
      fulfillment, at or before the Closing Date, of the following conditions, any
      one
      or more of which may be waived by both ELEVATED THRONE and the ELEVATED THRONE
      SHAREHOLDERS in their sole discretion:

    


    Section
      5.1 
      Representations
      and Warranties of Green Planet.
      All
      representations and warranties made by GREEN PLANET in this Agreement shall
      be
      true and correct on and as of the Closing Date as if again made by GREEN PLANET
      as of such date.

    


    Section
      5.2 
      Agreements
      and Covenants.
      Green
      Planet shall have performed and complied in all material respects to all
      agreements and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date.

    


    Section
      5.3 
      Consents
      and Approvals.
      Consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement shall be in full force and effect on the Closing
      Date.

    


    Section
      5.4 
      No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, which declares this
      Agreement invalid in any respect or prevents the consummation of the
      transactions contemplated hereby, or which materially and adversely affects
      the
      assets, properties, operations, prospects, net income or financial condition
      of
      Green Planet shall be in effect; and no action or proceeding before any court
      or
      governmental or regulatory authority, domestic or foreign, shall have been
      instituted or threatened by any government or governmental or regulatory
      authority, domestic or foreign, or by any other person, or entity which seeks
      to
      prevent or delay the consummation of the transactions contemplated by this
      Agreement or which challenges the validity or enforceability of this
      Agreement.

    


    Section
      5.5 
      Other
      Closing Documents.
      ELEVATED THRONE shall have received such other certificates, instruments and
      documents in confirmation of the representations and warranties of Green Planet
      or in furtherance of the transactions contemplated by this Agreement as ELEVATED
      THRONE or its counsel may reasonably request.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    CONDITIONS
      TO OBLIGATIONS OF GREEN PLANET

    


    The
      obligations of Green Planet to consummate the transactions contemplated by
      this
      Agreement are subject to the fulfillment, at or before the Closing Date, of
      the
      following conditions, any one or more of which may be waived by GREEN PLANET
      in
      its sole discretion:

    


    Section
      6.1 
      Representations
      and Warranties of ELEVATED THRONE and ELEVATED THRONE
      SHAREHOLDERS.
      All
      representations and warranties made by ELEVATED THRONE and ELEVATED THRONE
      SHAREHOLDERS in this Agreement shall be true and correct on and as of the
      Closing Date as if again made by ELEVATED THRONE on and as of such
      date.

    


    Section
      6.2 
      Agreements
      and Covenants.
      ELEVATED THRONE and ELEVATED THRONE SHAREHOLDERS shall have performed and
      complied in all material respects to all agreements and covenants required
      by
      this Agreement to be performed or complied with by it on or prior to the Closing
      Date.

    


    Section
      6.3 
      Consents
      and Approvals.
      All
      consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement, shall have been duly obtained and shall be in full force
      and
      effect on the Closing Date.

    


    Section
      6.4 
      No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or other
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, domestic or foreign, that
      declares this Agreement invalid or unenforceable in any respect or which
      prevents the consummation of the transactions contemplated hereby, or which
      materially and adversely affects the assets, properties, operations, prospects,
      net income or financial condition of ELEVATED THRONE or WFOE, taken as a whole,
      shall be in effect; and no action or proceeding before any court or government
      or regulatory authority, domestic or foreign, shall have been instituted or
      threatened by any government or governmental or regulatory authority, domestic
      or foreign, or by any other person, or entity which seeks to prevent or delay
      the consummation of the transactions contemplated by this Agreement or which
      challenges the validity or enforceability of this Agreement.

    


    Section
      6.5 
      Other
      Closing Documents.
      Green
      Planet shall have received such other certificates, instruments and documents
      in
      confirmation of the representations and warranties of ELEVATED THRONE or in
      furtherance of the transactions contemplated by this Agreement as Green Planet
      or its counsel may reasonably request.

    


     

    ARTICLE
      VII

     

    TERMINATION
      AND ABANDONMENT

    


    SECTION
      7.1 
      Methods
      of Termination.
      This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned at any time before the Closing:

    


    a.
 
      By the mutual written consent of ELEVATED THRONE SHAREHOLDERS, ELEVATED THRONE
      and Green Planet;

    


    b.
         By Green Planet, upon a material breach of any representation,
      warranty, covenant or agreement on the part of ELEVATED THRONE or the ELEVATED
      THRONE SHAREHOLDERS set forth in this Agreement, or if any representation or
      warranty of ELEVATED THRONE or the ELEVATED THRONE SHAREHOLDERS shall become
      untrue, in either case such that any of the conditions set forth in Article
      VI
      hereof would not be satisfied (a "ELEVATED
      THRONE Breach"
      ), and
      such breach shall, if capable of cure, has not been cured within ten (10) days
      after receipt by the party in breach of a notice from the non-breaching party
      setting forth in detail the nature of such breach;

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    c.
         By ELEVATED THRONE, upon a material breach of any representation,
      warranty, covenant or agreement on the part of Green Planet set forth in this
      Agreement, or, if any representation or warranty of GREEN PLANET shall become
      untrue, in either case such that any of the conditions set forth in Article
      V
      hereof would not be satisfied (a "Green
      Planet Breach"
      ), and
      such breach shall, if capable of cure, not have been cured within ten (10)
      days
      after receipt by the party in breach of a written notice from the non-breaching
      party setting forth in detail the nature of such breach;

    


    d.
         By either Green Planet or ELEVATED THRONE, if the Closing shall not
      have consummated before ninety (90) days after the date hereof; provided,
      however, that this Agreement may be extended by written notice of either
      ELEVATED THRONE or Green Planet, if the Closing shall not have been consummated
      as a result of GREEN PLANET or ELEVATED THRONE having failed to receive all
      required regulatory approvals or consents with respect to this transaction
      or as
      the result of the entering of an order as described in this Agreement; and
      further provided, however, that the right to terminate this Agreement under
      this
      Section 7.1(d) shall not be available to any party whose failure to fulfill
      any
      obligations under this Agreement has been the cause of, or resulted in, the
      failure of the Closing to occur on or before this date.

    


    e.
         By either ELEVATED THRONE or Green Planet if a court of competent
      jurisdiction or governmental, regulatory or administrative agency or commission
      shall have issued an order, decree or ruling or taken any other action (which
      order, decree or ruling the parties hereto shall use its best efforts to lift),
      which permanently restrains, enjoins or otherwise prohibits the transactions
      contemplated by this Agreement.

     

      

    Section
      7.2 
      Procedure
      Upon Termination.
      In the
      event of termination and abandonment of this Agreement by ELEVATED THRONE or
      Green Planet pursuant to Section 7.1, written notice thereof shall forthwith
      be
      given to the other parties and this Agreement shall terminate and the
      transactions contemplated hereby shall be abandoned, without further action.
      If
      this Agreement is terminated as provided herein, no party to this Agreement
      shall have any liability or further obligation to any other party to this
      Agreement; provided, however, that no termination of this Agreement pursuant
      to
      this Article VII shall relieve any party of liability for a breach of any
      provision of this Agreement occurring before such termination.

     

    ARTICLE
      VIII

    


    POST-CLOSING
      AGREEMENTS

    


    Section
      8.1 
      Consistency
      in Reporting.
      Each
      party hereto agrees that if the characterization of any transaction contemplated
      in this agreement or any ancillary or collateral transaction is challenged,
      each
      party hereto will testify, affirm and ratify that the characterization
      contemplated in such agreement was the characterization intended by the party;
      provided, however, that nothing herein shall be construed as giving rise to
      any
      obligation if the reporting position is determined to be incorrect by final
      decision of a court of competent jurisdiction.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      IX

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      9.1 
      Survival
      of Provisions.
      The
      respective representations, warranties, covenants and agreements of each of
      the
      parties to this Agreement (except covenants and agreements which are expressly
      required to be performed and are performed in full on or before the Closing
      Date) shall survive the Closing Date and the consummation of the transactions
      contemplated by this Agreement, subject to Sections 2.13, 3.9 and 9.1. In the
      event of a breach of any of such representations, warranties or covenants,
      the
      party to whom such representations, warranties or covenants have been made
      shall
      have all rights and remedies for such breach available to it under the
      provisions of this Agreement or otherwise, whether at law or in equity,
      regardless of any disclosure to, or investigation made by or on behalf of such
      party on or before the Closing Date. Notwithstanding the foregoing, each party’s
      liability to the other for breach of any representation, warranty or covenant
      shall not exceed, in the aggregate, $500,000.

    


    Section
      9.2 
      Publicity.
      No
      party shall cause the publication of any press release or other announcement
      with respect to this Agreement or the transactions contemplated hereby without
      the consent of the other parties, unless a press release or announcement is
      required by law. If any such announcement or other disclosure is required by
      law, the disclosing party agrees to give the non-disclosing parties prior notice
      and an opportunity to comment on the proposed disclosure.

     

    Section
      9.3 
      Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective successors and assigns; provided, however, that no party
      shall assign or delegate any of the obligations created under this Agreement
      without the prior written consent of the other parties.

    


    Section
      9.4 
      Fees
      and Expenses.
      Except
      as otherwise expressly provided in this Agreement, all legal and other fees,
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      fees,
      costs or expenses.

    


    Section
      9.5 
      Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been given or made if in writing and
      delivered personally or sent by registered or certified mail (postage prepaid,
      return receipt requested) to the parties at the following
      addresses:

    


    If
      to
      ELEVATED THRONE or the ELEVATED THRONE SHAREHOLDERS, to:

    


    Mr.
      Min
      Zhao 

    18851
      NE
      29th
      Avenue,
      Suite 700, Aventura, Fl 33180, USA 

    with
      a
      copy to:

    


    Sanming
      Huajian Bio-Engineering Co., Ltd.

    Att:
      Mr.
      Min Zhao

    No.126
      Mingdu Building, Gongye Road, Sanming City, Fujian, China

    


    If
      to
      Green Planet, to: 

    18851
      NE
      29th
      Avenue,
      Suite 700, Aventura, Fl 33180, USA 

    


    with
      a
      copy to:

    Jerold
      N.
      Siegan 

    Attorney
      at Law

    ARNSTEIN
      & LEHR LLP 

    120
      South
      Riverside Plaza

    Suite
      1200

    Chicago,
      Illinois 60606-3910 

    Phone:
      312.876.7874

    Fax:
      312.876.6274

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
    

    or
      to
      such other persons or at such other addresses as shall be furnished by any
      party
      by like notice to the others, and such notice or communication shall be deemed
      to have been given or made as of the date so delivered or mailed. No change
      in
      any of such addresses shall be effective insofar as notices under this Section
      9.5 are concerned unless such changed address is located in the United States
      of
      America and notice of such change shall have been given to such other party
      hereto as provided in this Section 9.5

    


    Section
      9.6 
      Entire
      Agreement.
      This
      Agreement, together with the exhibits hereto, represents the entire agreement
      and understanding of the parties with reference to the transactions set forth
      herein and no representations or warranties have been made in connection with
      this Agreement other than those expressly set forth herein or in the exhibits,
      certificates and other documents delivered in accordance herewith. This
      Agreement supersedes all prior negotiations, discussions, correspondence,
      communications, understandings and agreements between the parties relating
      to
      the subject matter of this Agreement and all prior drafts of this Agreement,
      all
      of which are merged into this Agreement. No prior drafts of this Agreement
      and
      no words or phrases from any such prior drafts shall be admissible into evidence
      in any action or suit involving this Agreement.

    


    Section
      9.7 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible so as to
      be
      valid and enforceable.

    


    Section
      9.8 
      Titles
      and Headings.
      The
      Article and Section headings contained in this Agreement are solely for
      convenience of reference and shall not affect the meaning or interpretation
      of
      this Agreement or of any term or provision hereof.

    


    Section
      9.9 
      Counterparts.
 
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original and all of which together shall be considered one and
      the
      same agreement.

    


    Section
      9.10 
      Convenience
      of Forum; Consent to Jurisdiction.
      The
      parties to this Agreement, acting for themselves and for their respective
      successors and assigns, without regard to domicile, citizenship or residence,
      hereby expressly and irrevocably elect as the sole judicial forum for the
      adjudication of any matters arising under or in connection with this Agreement,
      and consent and subject themselves to the jurisdiction of, the courts of the
      State of New York located in County of New York, and/or the United States
      District Court for the Southern District of New York, in respect of any matter
      arising under this Agreement. Service of process, notices and demands of such
      courts may be made upon any party to this Agreement by personal service at
      any
      place where it may be found or giving notice to such party as provided in
      Section 9.5.

     

    Section
      9.11 
      Enforcement
      of the Agreement.
      The
      parties hereto agree that irreparable damage would occur if any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions hereto,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.

    


    Section
      9.12 
      Governing
      Law.
      This
      Agreement shall be governed by and interpreted and enforced in accordance with
      the laws of the State of New York without giving effect to the choice of law
      provisions thereof.

    


    Section
      9.13 
      Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by all of the parties hereto.. No waiver by
      any
      party of any default, misrepresentation, or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

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

    
      	
               

            	
               

            	
               

            	
               

            	
               

            
	 	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:
                Cris Neely 

            	 	
               

            	
               

            	 
	
               

            	 	
               

            	
               

            	 
	
              Title:
                President   

            	 	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Green
                Planet Bioengineering Co. Ltd. 

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:
                 

            	
               Mr.
                Min Zhao 

            	
               

            	 
	
               

              Title:
                CEO 
                

            	
               

            	
               

            	 


    

       Elevated
      Throne Overseas Ltd.

     

    
      	
               

            	
               

            	
               

            	
               

            
	
              ELEVATED
                THRONE SHAREHOLDERS: 

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              /s/
                Mr. Min Zhao

            	
               

            	
               

            	 
	 	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            
	
              /s/
                Ms. Min Yan Zhen

            	
               

            	
               

            	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    
      	
              Name

            	
               

            	
              Number
                of ELEVATED THRONE Shares

            	
               

            	
              Number
                of Green Planet Shares

            
	
              of
                SHAREHOLDER

            	
               

            	
              Being
                Exchanged

            	
               

            	
              to
                be Received

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Mr.
                Min Zhao

            	
               

            	
              28,500

            	
               

            	
              8,060,750

            
	 	 	 	 	 
	
              Ms.
                Min Yan Zhen

            	 	
              21,500

            	 	
              6,080,917

            


    

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    
      	
              Green
                planet Shareholders

            	
               

            	
              Number
                of Shares of

              Common
                Stock

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Cris
                Neely

            	 	
              935,000
                shares

            	
               

            
	 	 	 	 	
               

            
	
              Mondo
                Management Corp. 

            	 	
              65,000
                shares

            	
               

            


    

     

    
      
        
        

      

      
        17