f8k121109ex10i_newenergy.htm


     

    Exhibit
10.1

     

     

    


    SHARE
EXCHANGE AGREEMENT

    


    AMONG

    


    NEW
ENERGY SYSTEMS GROUP

    


    SHENZHEN
E’JENIE TECHNOLOGY DEVELOPMENT CO., LTD.

    


    


    SHENZHEN
NEWPOWER TECHNOLOGY CO., LTD.

    


    AND

    


    THE
SHAREHOLDERS OF SHENZHEN NEWPOWER TECHNOLOGY CO., LTD.

    LISTED ON
SCHEDULE 1

     ----------

    


    DATED AS
OF

    


    DECEMBER
11, 2009

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF
CONTENTS

    


    
      
        
          
            	 
      	 
      	
                    PAGE

                  
	 	 
	
                    INDEX
      OF SCHEDULES AND EXHIBITS

                  	
                    IV

                  
	 
      	 
      	 
      
	
                    ARTICLE
      I.

                  	
                    EXCHANGE
      OF SHARES

                  	
                    1

                  


             

            	
                    1.1

                  	
                    Agreement
      to Sell

                  	
                    1

                  
	
                    1.2

                  	
                    Purchase
      Price

                  	
                    1

                  
	
                    1.3

                  	
                    Mechanics
      of Exchange

                  	
                    2

                  
	
                    1.4

                  	
                    No
      Fractional Shares

                  	
                    2

                  
	 	 	 


             

            	
                    ARTICLE
      II.

                  	
                    REPRESENTATIONS
      AND WARRANTIES OF NEWPOWER

                  	
                    2

                  


             

            	
                    2.1

                  	
                    Organization
      and Qualification

                  	
                    3

                  
	
                    2.2

                  	
                    Subsidiaries

                  	
                    3

                  
	
                    2.3

                  	
                    Formation
      Documents

                  	
                    3

                  
	
                    2.4

                  	
                    Authorization
      and Validity of this Agreement

                  	
                    3

                  
	
                    2.5

                  	
                    No
      Violation

                  	
                    4

                  
	
                    2.6

                  	
                    Capitalization
      and Related Matters

                  	
                    4

                  
	
                    2.7

                  	
                    Compliance
      with Laws and Other Instruments.

                  	
                    5

                  
	
                    2.8

                  	
                    Certain
      Proceedings

                  	
                    6

                  
	
                    2.9

                  	
                    No
      Brokers or Finders

                  	
                    6

                  
	
                    2.1

                  	
                    Title
      to and Condition of Properties

                  	
                    6

                  
	
                    2.11

                  	
                    Absence
      of Undisclosed Liabilities

                  	
                    7

                  
	
                    2.12

                  	
                    Changes

                  	
                    7

                  
	
                    2.13

                  	
                    Material
      Contracts

                  	
                    8

                  
	
                    2.14

                  	
                    Tax
      Returns and Audits

                  	
                    9

                  
	
                    2.15

                  	
                    Material
      Assets

                  	
                    10

                  
	
                    2.16

                  	
                    Insurance
      Coverage

                  	
                    10

                  
	
                    2.17

                  	
                    Litigation;
      Orders

                  	
                    11

                  
	
                    2.18

                  	
                    Licenses

                  	
                    11

                  
	
                    2.19

                  	
                    Interested
      Party Transactions

                  	
                    11

                  
	
                    2.2

                  	
                    Governmental
      Inquiries

                  	
                    12

                  
	
                    2.21

                  	
                    Bank
      Accounts and Safe Deposit Boxes

                  	
                    12

                  
	
                    2.22

                  	
                    Intellectual
      Property

                  	
                    12

                  
	
                    2.23

                  	
                    Stock
      Option Plans; Employee Benefits

                  	
                    12

                  
	
                    2.24

                  	
                    Employee
      Matters

                  	
                    13

                  
	
                    2.25

                  	
                    Environmental
      and Safety Matters

                  	
                    13

                  
	
                    2.26

                  	
                    Material
      Customers

                  	
                    14

                  
	
                    2.27

                  	
                    Inventories

                  	
                    14

                  
	
                    2.28

                  	
                    Money
      Laundering Laws

                  	
                    14

                  
	
                    2.29

                  	
                    Disclosure

                  	
                    15

                  
	
                    2.3

                  	
                    Finders
      and Brokers

                  	
                    15

                  
	 
      	 
      	 
      


          

        

      

    

     

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                PAGE

              
	 
      	 
      	 
      
	
                ARTICLE
      III.

              	
                REPRESENTATIONS
      AND WARRANTIES OF E’JENIE AND NEWN

              	
                16

              


         

        	
                3.1

              	
                Organization;
      Good Standing

              	
                16

              
	
                3.2

              	
                NEWN
      Common Stock

              	
                16

              
	
                3.3

              	
                Authority;
      Binding Nature of Agreements

              	
                16

              
	
                3.4

              	
                Non-Contravention;
      Consents

              	
                17

              
	
                3.5

              	
                Finders
      and Brokers

              	
                18

              
	
                3.6

              	
                Reports
      and Financial Statements; Absence of Certain Changes

              	
                18

              
	
                3.7

              	
                Compliance
      with Applicable Law

              	
                19

              
	
                3.8

              	
                Complete
      Copies of Requested Reports

              	
                19

              
	
                3.9

              	
                Full
      Disclosure

              	
                19

              


         

        	
                ARTICLE
      IV.

              	
                COVENANTS
      OF NewPower

              	
                19

              


         

        	
                4.1

              	
                Access
      and Investigation

              	
                19

              
	
                4.2

              	
                Operation
      of Business

              	
                20

              
	
                4.3

              	
                Filings
      and Consents; Cooperation

              	
                21

              
	
                4.4

              	
                Notification;
      Updates

              	
                22

              
	
                4.5

              	
                Commercially
      Reasonable Efforts

              	
                23

              
	
                4.6

              	
                Confidentiality;
      Publicity

              	
                23

              
	 
      	 
      	 
      


         

        	
                ARTICLE
      V.

              	
                COVENANTS
      OF E’JENIE

              	
                23

              


         

        	
                5.1

              	
                Notification

              	
                23

              
	
                5.2

              	
                Filings
      and Consents; Cooperation

              	
                24

              
	
                5.3

              	
                Commercially
      Reasonable Efforts

              	
                24

              
	
                5.4

              	
                Disclosure
      of Confidential Information

              	
                24

              
	
                5.5

              	
                Indemnification

              	
                25

              


         

        	
                ARTICLE
      VI.

              	
                CLOSING
      CONDITIONS OF E’JENIE AND NEWN

              	
                27

              


         

        	
                6.1

              	
                Accuracy
      of Representations and Warranties

              	
                27

              
	
                6.2

              	
                Additional
      Conditions to Closing

              	
                27

              
	
                6.3

              	
                Performance
      of Agreements

              	
                28

              
	
                6.4

              	
                Consents

              	
                28

              
	
                6.5

              	
                No
      Material Adverse Change

              	
                28

              
	
                6.6

              	
                NewPower
      Closing Certificates

              	
                28

              
	
                6.7

              	
                Transactional
      Agreements

              	
                28

              
	
                6.8

              	
                Delivery
      of Stock Certificates, Minute Book and Corporate Seal

              	
                29

              
	 
      	 
      	 
      


         

        	
                ARTICLE
      VII.

              	
                CLOSING
      CONDITIONS OF THE SHAREHOLDERS

              	
                29

              


         

        	
                7.1

              	
                Accuracy
      of Representations and Warranties

              	
                29

              
	
                7.2

              	
                Additional
      Conditions to Closing

              	
                29

              
	
                7.3

              	
                E’Jenie
      Closing Certificates

              	
                30

              
	
                7.4

              	
                No
      Material Adverse Change

              	
                30

              
	 
      	 
      	 
      


      



                                                                                                                                                    

    ii

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      
        	
                 

              	
                 

              	
                PAGE

              
	 
      	 
      	 
      
	
                7.5

              	
                Performance
      of Agreements

              	
                30

              
	
                7.6

              	
                Consents

              	
                30

              
	
                7.7

              	
                NEWN
      Common Stock

              	
                30

              


         

        	
                ARTICLE
      VIII.

              	
                FURTHER
      ASSURANCES

              	
                31

              


         

        	
                ARTICLE
      IX.

              	
                TERMINATION

              	
                31

              


         

        	
                9.1

              	
                Termination

              	
                31

              
	
                9.2

              	
                Termination
      Procedures

              	
                32

              
	
                9.3

              	
                Effect
      of Termination

              	
                32

              


         

        	
                ARTICLE
      X.

              	
                MISCELLANEOUS

              	
                33

              


         

        	
                10.1

              	
                Survival
      of Representations and Warranties

              	
                33

              
	
                10.2

              	
                Expenses

              	
                33

              
	
                10.3

              	
                Entire
      Agreement

              	
                33

              
	
                10.4

              	
                Counterparts

              	
                33

              
	
                10.5

              	
                Descriptive
      Headings

              	
                33

              
	
                10.6

              	
                Notices

              	
                34

              
	
                10.7

              	
                Choice
      of Law

              	
                34

              
	
                10.8

              	
                Binding
      Effect; Benefits

              	
                34

              
	
                10.9

              	
                Assignability

              	
                35

              
	
                10.1

              	
                Waiver
      and Amendment

              	
                35

              
	
                10.11

              	
                Attorneys'
      Fees

              	
                35

              
	
                10.12

              	
                Severability

              	
                35

              
	
                10.13

              	
                Construction

              	
                35

              
	 
      	 
      	 
      


      

    

     

    COUNTERPART
SIGNATURE PAGE SHARE EXCHANGE AGREEMENT AMONG NEW ENERGY SYSTEMS GROUP, SHENZHEN
E’JENIE TECHNOLOGY DEVELOPMENT CO., LTD., SHENZHEN NEWPOWER TECHNOLOGY CO., LTD.
AND THE SHAREHOLDERS OF SHENZHEN NEWPOWER TECHNOLOGY CO., LTD.

     

    


    


    iii

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    INDEX OF
SCHEDULES AND EXHIBITS

    


    Exhibits:

    


    A.    Certain
Definitions

    


    Schedules:

    


    1.    Shareholders
of Shenzhen NewPower Technology Co., Ltd.

    


    


    


    


    


    


    


    


    


    


    


    


     

    


    


    


    


    


    


    


    IV

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SHARE
EXCHANGE AGREEMENT

    


          THIS
SHARE EXCHANGE AGREEMENT (the “AGREEMENT”) dated as of December 11, 2009, is
entered into by and among New Energy Systems Group (“NEWN”), Shenzhen E’Jenie
Technology Development Co., Ltd., a corporation organized under the laws of the
Peoples Republic of China (“E’Jenie”),
Shenzhen NewPower Technology Co., Ltd. a corporation organized under the laws of
the Peoples Republic of China (“NewPower”), and the shareholders of NewPower
listed on Schedule 1 to this Agreement (each, a “Shareholder” and, collectively,
the “Shareholders”).

    


    RECITALS

    


          A.
The Shareholders own the number of shares of capital stock in NewPower (the
“Shares”) set forth opposite each Shareholder's name on Schedule 1, which Shares
collectively constitute all of the issued and outstanding shares of capital
stock in NewPower.

    


          B.
E’Jenie is a wholly owned subsidiary of Billion Electronics Co., Ltd.
(“Billion”).  Billion is a wholly owned subsidiary of
NEWN.

    


          C.
E’Jenie desires to purchase from the Shareholders, and the Shareholders desire
to sell to E’Jenie, the Shares in exchange for shares of NEWN Common Stock, and
cash, all on the terms and subject to the conditions set forth in this Agreement
(the “Exchange”).

    


          D.
As a result of the Exchange, E’Jenie will become the sole shareholder of
NewPower.

    


          E.
Certain capitalized terms used in this Agreement are defined on Exhibit
A.

    


    AGREEMENT

    


          In
consideration of the agreements, provisions and covenants set forth below,
NEWN, E’Jenie,
NewPower, and the Shareholders, hereby agree as follows:

    


    ARTICLE
I.

    


    EXCHANGE
OF SHARES

    


          1.1
AGREEMENT TO SELL.

    


          Upon
the terms and subject to all of the conditions contained herein, each of the
Shareholders hereby agrees to sell, assign, transfer and deliver the Shares to
E’Jenie, and E’Jenie hereby agrees to purchase and accept the Shares from each
of the Shareholders, on the Closing Date.

    


          1.2
PURCHASE PRICE.

    


          As
full consideration for the sale, assignment, transfer and delivery of total the
Shares by the Shareholders to E’Jenie, and upon the terms and subject to all of
the conditions contained herein, NEWN shall issue to the Shareholders an
aggregate of 1,823,346 shares of NEWN Common Stock with standard restrictive
legend (the “Acquisition Shares”, based upon the Average NEWN Stock Price), and
pay cash consideration of US $3,000,000 pro rata to the Shareholders as set
forth on Schedule 1.

     

     

    1


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

          1.3
MECHANICS OF EXCHANGE.

    


          (a)
At the Closing, each Shareholder shall surrender the certificate or certificates
that immediately prior to the Closing represented the NewPower Capital Stock
(the “Certificates”) to the exchange agent designated by NEWN in exchange for
the Acquisition Shares.

    


          (b)
Promptly after the Closing, NEWN or its designated exchange agent shall make
available to each Shareholder a letter of transmittal and instructions for use
in effecting the surrender of Certificates in exchange for the Acquisition
Shares. Upon surrender of a Certificate to such exchange agent together with the
letter of transmittal, duly executed, the Shareholder shall be entitled to
receive in exchange therefor such number of Acquisition Shares and cash as such
Shareholder has the right to receive in respect of the Certificate so
surrendered pursuant to the provisions of this Article I.

    


          1.4
NO FRACTIONAL SHARES.

    


          No
fraction of a share of NEWN Common Stock shall be issued in the Exchange. In
lieu of fractional shares, the Shareholders upon surrender of their Certificates
as set forth in Section 1.3 shall be paid an amount in cash, without interest,
rounded to the nearest cent, determined by multiplying the fractional interest
to which such Shareholder would otherwise be entitled by the Average NEWN Stock
Price as of the date on which this Agreement has been signed by all
parties.

    


          1.5
CLOSING.

    


          The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place in Shenzhen at 9:00 a.m., local time, on or before December 25, 2009
(the “Closing Date”); provided, however, that if all of the other conditions set
forth in Articles VI and VII hereof are not satisfied or waived, unless this
Agreement has been terminated under Section 9 hereof, or at such date, the
Closing Date shall be the business day following the day on which all such
conditions have been satisfied or waived, or at such other date, time and place
as NEWN, E’Jenie, NewPower, and the Shareholders shall agree.

    


    ARTICLE
II.

    


    REPRESENTATIONS
AND WARRANTIES OF NEWPOWER

    


          Each
of NewPower and the Shareholders represents and warrants jointly and severally
to E’Jenie as follows:

    


    2

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


          2.1
ORGANIZATION AND QUALIFICATION.

    


          NewPower
is duly and validly incorporated, and in good standing existing under the laws
of the laws of the Peoples Republic of China, has all requisite authority and
power (corporate and other), governmental licenses, authorizations, consents and
approvals to carry on its business as presently conducted and as contemplated to
be conducted, to own, hold and operate its properties and assets as now owned,
held and operated by it, to enter into this Agreement, to carry out the
provisions hereof except where the failure to be in good standing or to have
such governmental licenses, authorizations, consents and approvals will not, in
the aggregate, either (i) have a Material Adverse Effect on the business, assets
or financial condition of NewPower, or (ii) impair the ability of NewPower to
perform its material obligations under this Agreement. NewPower is duly
qualified, licensed or domesticated as a foreign corporation in good standing in
each jurisdiction wherein the nature of its activities or its properties owned
or leased requires such qualification, licensing or domestication, except where
the failure to be so qualified, licensed or domesticated will not have a
Material Adverse Effect.

    


          2.2
SUBSIDIARIES.

    


          NewPower
does not own directly or indirectly, any equity or other ownership interest in
any corporation, partnership, joint venture or other entity or enterprise.
NewPower does not have any direct or indirect interests of stock ownership or
otherwise in any corporation, partnership, joint venture, firm, association or
business enterprise, and is not party to any agreement to acquire such an
interest.

    


          2.3
FORMATION DOCUMENTS.

    


          The
copies of the formation documents of each of NewPower (collectively, the
“Organizational Documents”) that have been delivered to E’Jenie prior to the
execution of this Agreement are true and complete and have not been amended or
repealed. NewPower is not in violation or breach of any of the provisions of the
Organizational Documents, except for such violations or breaches which, in the
aggregate, will not have a Material Adverse Effect on NewPower.

    


          2.4
AUTHORIZATION AND VALIDITY OF THIS AGREEMENT.

    


          This
Agreement and each of the Transaction Agreements constitute the legal, valid and
binding obligation of each person or entity who is a party thereto (other than
E’Jenie), enforceable against each such person or entity in accordance with its
terms, except as such enforcement is limited by general equitable principles, or
by bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors rights generally. Each of the Shareholders and NewPower has all
requisite legal capacity to execute and deliver this Agreement and the
Transaction Agreements to which he or she is a party, and to perform its, his or
her obligations hereunder and thereunder. The execution and delivery by each of
NewPower and each Shareholder, of this Agreement and the Transaction Agreements
(to the extent either is a party thereto), and the consummation of the
transactions contemplated herein and therein (the “Transactions”) have been
authorized by all necessary corporate or other action on the part of NewPower
and each of the Shareholders. This Agreement and the Transaction Agreements have
been duly executed and delivered by the parties thereto (other than
E’Jenie).

    


     

    3

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          2.5
NO VIOLATION.

    


          Neither
the execution nor delivery of this Agreement or the Transaction Agreements, nor
the consummation or performance of any of the Transactions by NewPower or the
Shareholders will directly or indirectly:

    


          (i)
violate or conflict with any provision of the Organizational Documents of
NewPower; (B) result in (with or without notice or lapse of time) a violation or
breach of, or conflict with or constitute a default or result in the termination
or in a right of termination or cancellation of, or accelerate the performance
required by, or require notice under, any agreement, promissory note, lease,
instrument or arrangement to which NewPower or any of its assets are bound or
result in the creation of any Liens upon NewPower or any of its assets; (C)
violate any order, writ, judgment, injunction, ruling, award or decree of any
Governmental Body; (D) violate any statute, law or regulation of any
jurisdiction as such statute, law or regulation that relates to the
Shareholders, or NewPower or any of the assets of NewPower; or (E) result in
cancellation, modification, revocation or suspension of any permits, licenses,
registrations, consents, approvals, authorizations or certificates issued or
granted by any Governmental Body which are held by or granted to the
Shareholders, or NewPower or which are necessary for the conduct of NewPower's
business; or (ii) to the knowledge of NewPower or any of the Shareholders, cause
NewPower to become subject to, or to become liable for the payment of, any Tax
(as hereinafter defined) or cause any of the assets owned by NewPower to be
reassessed or revalued by any taxing authority or other Governmental
Body.

    


          None
of NewPower or the Shareholders is or will be required to give any notice to or
obtain any approval, consent, ratification, waiver or other authorization (a
“Consent”) from any person or entity (including, without limitation, any
Governmental Body) in connection with (i) the execution and delivery of this
Agreement or any of the Transaction Agreements, or (ii) the consummation or
performance of any of the Transactions.

    


          2.6
CAPITALIZATION AND RELATED MATTERS.

    


          (a)
Capitalization. The registered capital stock of NewPower was RMB $1,000,000 (US
$147,060). Except as set forth in the preceding sentence, no other class of
capital stock or other security of NewPower is authorized, issued, reserved for
issuance or outstanding. The Shareholders, as of the Closing Date, are the
lawful, record and beneficial owners of the number of NewPower Common Stock set
forth opposite each Seller's name on Schedule 1 attached hereto, which shares
constitute all of the issued and outstanding capital stock of NewPower.
NewPower, as of the Closing Date, is the lawful, record and beneficial owner of
NewPower. The Shareholders have, as of the date hereof and as of the Closing
Date, valid and marketable title to their respective Shares, free and clear of
all Liens (including, without limitation, any claims of spouses under applicable
community property laws) and are the lawful, record and beneficial owners of all
of the Shares. Except as is issued to and held by the Shareholders, no other
class of capital stock or other security of NewPower, is authorized, issued,
reserved for issuance or outstanding. At the Closing, E’Jenie will be vested
with good and marketable title to the Shares, free and clear of all Liens
(including, without limitation, any claims of spouses under applicable community
property laws). No legend or other reference to any purported Lien appears upon
any certificate representing the shares. Each of the Shares has been duly
authorized and validly issued and is fully paid and nonassessable. None of the
outstanding capital or other securities of NewPower  was issued,
redeemed or repurchased in violation of the Securities Act of 1933, as amended
(the “Securities Act”), or any other securities or “blue sky” laws.

    
 

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          (b)
No Redemption Requirements. There are no authorized or outstanding options,
warrants, equity securities, calls, rights, commitments or agreements of any
character by which NewPower, or any of the Shareholders is obligated to issue,
deliver or sell, or cause to be issued, delivered or sold, any shares of capital
stock or other securities of NewPower. There are no outstanding contractual
obligations (contingent or otherwise) of NewPower to retire, repurchase, redeem
or otherwise acquire any outstanding shares of capital stock of, or other
ownership interests in, NewPower or to provide funds to or make any investment
(in the form of a loan, capital contribution or otherwise) in any other
entity.

    


          2.7
COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS.

    


          Except
as would not have a Material Adverse Effect, the business and operations of
NewPower have been, and are being, conducted in accordance with all applicable
foreign, federal, provincial and local laws, rules and regulations and all
applicable orders, injunctions, decrees, writs, judgments, determinations and
awards of all courts and governmental agencies and instrumentalities. There are
no permits, bonuses, registrations, consents, approvals, authorizations,
certificates, or any waiver of the foregoing, which are required to be issued or
granted by a Governmental Body for the conduct of the Business as presently
conducted or the ownership of the assets of NewPower. Except as would not have a
Material Adverse Effect, NewPower is not, and has not received notice alleging
that it is, in violation of, or (with or without notice or lapse of time or
both) in default under, or in breach of, any term or provision of the
Organizational Documents or of any indenture, loan or credit agreement, note,
deed of trust, mortgage, security agreement or other material agreement, lease,
license or other instrument, commitment, obligation or arrangement to which
NewPower is a party or by which any of NewPower's properties, assets or rights
are bound or affected. To the knowledge of NewPower, no other party to any
material contract, agreement, lease, license, commitment, instrument or other
obligation to which NewPower is a party is (with or without notice or lapse of
time or both) in default thereunder or in breach of any term thereof. NewPower
is not subject to any obligation or restriction of any kind or character, nor is
there, to the knowledge of NewPower, any event or circumstance relating to
NewPower that materially and adversely affects in any way its business,
properties, assets or prospects or that prohibits NewPower from entering into
this Agreement and the Transaction Agreements or would prevent or make
burdensome its performance of or compliance with all or any part of this
Agreement, the Transaction Agreements or the consummation of the Transactions
contemplated hereby or thereby.

    
 

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          2.8
CERTAIN PROCEEDINGS.

    


          There
are no outstanding or pending Proceeding that has been commenced against or
involving NewPower, its officers and directors, or any of their assets and, to
the knowledge of NewPower and the Shareholders, no matters of the foregoing
nature are contemplated or threatened. None of NewPower, its respective officers
and directors, or the Shareholders have been charged with, and is not threatened
with, or under any investigation with respect to, any allegation concerning any
violation of any provision of any federal, provincial, local or foreign law,
regulation, ordinance, order or administrative ruling, and is not in default
with respect to any order, writ, injunction or decree of any Governmental
Body.

    


          2.9
NO BROKERS OR FINDERS.

    


          None
of NewPower, the Shareholders, or any officer, director, independent contractor,
consultant, agent or employee of NewPower has agreed to pay, or has taken any
action that will result in any person or entity becoming obligated to pay or
entitled to receive, any investment banking, brokerage, finder's or similar fee
or commission in connection with this Agreement or the Transactions. NewPower
and the Shareholders shall jointly and severally indemnify and hold E’Jenie
harmless against any liability or expense arising out of, or in connection with,
any such claim.

    


          2.10
TITLE TO AND CONDITION OF PROPERTIES.

    


          NewPower
has good, valid and marketable title to all of its properties and assets
(whether real, personal or mixed, and whether tangible or intangible) reflected
as owned in its books and records, free and clear of all Liens. NewPower owns or
holds under valid leases or other rights to use all real property, plants,
machinery, equipment and all assets necessary for the conduct of its business as
presently conducted, except where the failure to own or hold such property,
plants, machinery, equipment and assets would not have a Material Adverse Effect
on NewPower. No Person other than NewPower owns or has any right to the use or
possession of the assets used in NewPower's business. The buildings, plants,
machinery and equipment necessary for the conduct of the business of NewPower as
presently conducted are structurally sound, are in good operating condition and
repair and are adequate for the uses to which they are being put or would be put
in the Ordinary Course of Business, in each case, taken as a whole, and none of
such buildings, plants, machinery or equipment is in need of maintenance
or  repairs, except for ordinary, routine maintenance and repairs that
are not material in nature or cost.

    
 

    6

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          2.11
ABSENCE OF UNDISCLOSED LIABILITIES.

    


          NewPower
has no debt, obligation or liability (whether accrued, absolute, contingent,
liquidated or otherwise, whether asserted or unasserted, whether due or to
become due, whether or not known to NewPower) arising out of any transaction
entered into prior to the Closing Date or any act or omission prior to the
Closing Date which individually or taken together would constitute a Material
Adverse Effect on NewPower and has no debt, obligation or liability to each
other or any of the Shareholders or their affiliates, except to the extent
specifically set forth on or reserved against on the Balance Sheet of
NewPower.

    


          The
financial statements of NewPower provided to E’Jenie are consistent with the
books and records of NewPower and fairly present in all material respects the
financial condition, assets and liabilities of NewPower, as applicable, taken as
a whole, as of the dates and periods indicated, and were prepared in accordance
with GAAP (except as otherwise indicated therein or in the notes
thereto).

    


          2.12
CHANGES.

    


          NewPower
has not, since September 30, 2009:

    


          (a)
Ordinary Course of Business. Conducted its business or entered into any
transaction other than in the Ordinary Course of Business, except for this
Agreement.

    


          (b)
Adverse Changes. Suffered or experienced any change in, or affecting, its
condition (financial or otherwise), properties, assets, liabilities, business,
operations, results of operations or prospects which would have a Material
Adverse Effect;

    


          (c)
Loans. Made any loans or advances to any Person other than travel advances and
reimbursement of expenses made to employees, officers and directors in the
Ordinary Course of Business;

    


          (d)
Compensation and Bonuses. Made any payments of any bonuses or compensation other
than regular salary payments, or increase in the salaries, or payment on any of
its debts in the Ordinary Course of Business, to any of its shareholders,
directors, officers, employees, independent contractors or consultants or entry
into by it of any employment, severance, or similar contract with any director,
officer, or employee, independent contractor or consultant; Adopted, or
increased 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 of its employees;

    


          (e)
Liens. Created or permitted to exist any Lien on any of its properties or assets
other than Permitted Liens;

    


          (f)
Capital Stock. Issued, sold, disposed of or encumbered, or authorized the
issuance, sale, disposition or encumbrance of, or granted or issued any option
to acquire any shares of its capital stock or any other of its securities or any
Equity Security, or altered the term of any of its outstanding securities or
made any change in its outstanding shares of capital stock or its
capitalization, whether by reason of reclassification, recapitalization, stock
split, combination, exchange or readjustment of shares, stock dividend or
otherwise; changed its authorized or issued capital stock; granted any stock
option or right to purchase shares of its capital stock; issued any security
convertible into any of its capital stock; granted any registration rights with
respect to shares of its capital stock; purchased, redeemed, retired, or
otherwise acquired any shares of its capital stock; declared or paid any
dividend or other distribution or payment in respect of shares of capital stock
of any other entity;

    


    7

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


          (g)
Dividends. Declared, set aside, made or paid any dividend or other distribution
to any of its shareholders;

    


          (h)
Material Contracts. Terminated or modified any of its Material Contract except
for termination upon expiration in accordance with the terms of such agreements,
a description of which has been provided to NEWN and E’Jenie;

    


          (i)
Claims. Released, waived or cancelled any claims or rights relating to or
affecting NewPower in excess of US$10,000 in the aggregate or instituted or
settled any Proceeding involving in excess of US$10,000 in the
aggregate;

    


          (j)
Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any
claim, obligation or liability in excess of US$10,000 in the aggregate, except
for liabilities incurred prior to the date of this Agreement in the Ordinary
Course of Business;

    


          (k)
Indebtedness. Created, incurred, assumed or otherwise become liable for any
Indebtedness or commit to any endeavor involving a commitment in excess of
US$10,000 in the aggregate, other than contractual obligations incurred in the
Ordinary Course of Business;

    


          (l)
Guarantees. Guaranteed or endorsed in a material amount any obligation or net
worth of any Person;

    


          (m)
Acquisitions. Acquired the capital stock or other securities or any ownership
interest in, or substantially all of the assets of, any other
Person;

    


          (n)
Accounting. Changed its method of accounting or the accounting principles or
practices utilized in the preparation of its financial statements, other than as
required by GAAP;

    


          (o)
Agreements. Entered into any agreement, or otherwise obligated itself, to do any
of the foregoing.

    


          2.13
MATERIAL CONTRACTS.

    


          NewPower
has delivered to E’Jenie, prior to the date of this Agreement, true, correct and
complete copies of each of its Material Contracts.

    


          (a)
No Defaults. The Material Contracts of NewPower are valid and binding agreements
of NewPower, and are in full force and effect and are enforceable in accordance
with their terms. Except as would not have a Material Adverse Effect, NewPower
is not in breach or default of any of its Material Contracts to which it is a
party and, to the knowledge of NewPower, no other party to any of its Material
Contracts is in breach or default thereof. Except as would not have a Material
Adverse Effect, no event has occurred or circumstance has existed that (with or
without notice or lapse of time) would (i) contravene, conflict with or result
in a violation or breach of, or become a default or event of default under, any
provision of any of its Material Contracts, or (ii) permit NewPower or any other
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
of its Material Contracts. NewPower has not received any notice and have no
knowledge of any pending or threatened cancellation, revocation or termination
of any of its Material Contracts to which it is a party, and there are no
renegotiations of, or attempts to renegotiate.

    


     

    8

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          2.14
TAX RETURNS AND AUDITS.

    


          (a)
Tax Returns. (a) All Tax Returns required to be filed by or on behalf of
NewPower have been timely filed and all such Tax Returns were (at the time they
were filed) and are true, correct and complete in all respects; (b) all Taxes of
NewPower required to have been paid (whether or not reflected on any Tax Return)
have been fully and timely paid, except those Taxes which are presently being
contested in good faith or for which an adequate reserve for the payment of such
Taxes has been established on NewPower Balance Sheet; (c) no waivers of statutes
of limitation have been given or requested with respect to NewPower in
connection with any Tax Returns covering NewPower or with respect to any Taxes
payable by it; (d) no Governmental Body in a jurisdiction where NewPower does
not file Tax Returns has made a claim, assertion or threat to NewPower that
NewPower is or may be subject to taxation by such jurisdiction; (e) NewPower has
duly and timely collected or withheld, paid over and reported to the appropriate
Governmental Body all amounts required to be so collected or withheld for all
periods under all applicable laws; (f) there are no Liens with respect to Taxes
on the property or assets of NewPower other than Permitted Liens; (g) there are
no Tax rulings, requests for rulings, or closing agreements relating to NewPower
for any period (or portion of a period) that would affect any period after the
date hereof; and (h) any adjustment of Taxes of NewPower made by a Governmental
Body in any examination that NewPower is required to report to the appropriate
provincial, local or foreign taxing authorities has been reported, and any
additional Taxes due with respect thereto have been paid. No state of fact
exists or has existed which would constitute ground for the assessment of any
tax liability by any Governmental Body. All Tax Returns filed by NewPower are
true, correct and complete.

    


          (b)
No Adjustments, Changes. Neither NewPower nor any other Person on behalf of
NewPower (a) has executed or entered into a closing agreement pursuant to
Section 7121 of the Code or any predecessor provision thereof or any similar
provision of provincial, local or foreign law; or (b) has agreed to or is
required to make any adjustments pursuant to Section 481(a) of the Code or any
similar provision of provincial, local or foreign law.

    


          (c)
No Disputes. There is no pending audit, examination, investigation, dispute,
proceeding or claim with respect to any Taxes of or Tax Return filed or required
to be filed by NewPower, nor is any such claim or dispute pending or
contemplated. NewPower has made available to E’Jenie true, correct and complete
copies of all Tax Returns, examination reports and statements of deficiencies
assessed or asserted against or agreed to by NewPower since the Formation Date,
and any and all correspondence with respect to the foregoing. NewPower does not
have any outstanding closing agreement, ruling request, request for consent to
change a method of accounting, subpoena or request for information to or from a
Governmental Body in connection with any Tax matter.

    


     

    9

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          (d)
No Tax Allocation, Sharing. NewPower is not a party to any Tax allocation or
sharing agreement. NewPower (a) has not been a member of a Tax Group filing a
consolidated income Tax Return under Section 1501 of the Code (or any similar
provision of provincial, local or foreign law), and (b) does not have any
liability for Taxes for any Person under Treasury regulations Section 1.1502-6
(or any similar provision of provincial, local or foreign law) as a transferee
or successor, by contract or otherwise.

    


          2.15
ASSETS.

    


          The
financial statements of NewPower reflect the properties and assets (real and
personal) owned or leased by them.

    


          2.16
INSURANCE COVERAGE.

    


          NewPower
has made available to E’Jenie, prior to the date of this Agreement, true,
correct and complete copies of all insurance and general liability policies
maintained by NewPower on their properties and assets.  There are no
claims made under any such current or prior insurance policies. All of such
policies (i) taken together, provide adequate insurance coverage for the
properties, assets and operations of NewPower for all risks normally insured
against by a Person carrying on the same business as NewPower, and (ii) are
sufficient for compliance with all applicable Laws and Material Contracts of
NewPower. All of such policies are valid, outstanding and in full force and
effect and, by their express terms, will continue in full force and effect
following the consummation of the transactions contemplated by this Agreement.
NewPower has not received and has no knowledge of (a) any refusal of coverage or
any written notice that a defense will be afforded with reservation of rights,
or (b) any notice of cancellation or any other indication in writing or
otherwise 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. All premiums due on such insurance policies
on or prior to the date hereof have been paid. There are no, and NewPower and
the Shareholders have no knowledge of any circumstances or facts which, with or
without notice of lapse of time or both would lead to any: (i) pending or
threatened claims with respect to NewPower or their properties or assets under
any such insurance policies; (ii) claims as to which the insurers have notified
NewPower that they intend to deny liability; and (iii) existing defaults on the
part of NewPower under any such insurance policies.

     

    


    


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          2.17
LITIGATION; ORDERS.

    


          There
is no Proceeding (whether federal, provincial, local or foreign) pending or, to
the knowledge of NewPower, or the Shareholders, threatened or appealable against
or affecting NewPower, or any of its properties, assets, business, officers,
directors or employees. To the knowledge of NewPower, there is no fact that
might result in or form the basis for any such Proceeding. NewPower is not
subject to any Orders and have not received any written opinion or memorandum or
legal advice from their legal counsel to the effect that NewPower is exposed,
from a legal standpoint, to any liability which would be material to its
business. NewPower is not engaged in any legal action to recover monies due it
or for damages sustained by any of them.

    


          2.18
LICENSES.

    


          Except
as would not have a Material Adverse Effect, NewPower possesses from the
appropriate Governmental Body all licenses, permits, authorizations, approvals,
franchises and rights that are necessary for it to engage in its business as
currently conducted and to permit it to own and use its properties and assets in
the manner in which it currently owns and uses such properties and assets
(collectively, “Permits”). Except as would not have a Material Adverse Effect,
NewPower has not received any written notice from any Governmental Body or other
Person that there is lacking any license, permit, authorization, approval,
franchise or right necessary for NewPower to engage in its business as currently
conducted and to permit NewPower to own and use its properties and assets in the
manner in which it currently owns and uses such properties and assets. Except as
would not have a Material Adverse Effect, the Permits are valid and in full
force and effect. Except as would not have a Material Adverse Effect, 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 Permit; or (b) result, directly or indirectly, in the
revocation, withdrawal, suspension, cancellation or termination of, or any
modification to, any Permit. NewPower has not received any written notice from
any Governmental Body or any other Person regarding: (a) any actual, alleged,
possible or potential contravention of any Permit; or (b) any actual, proposed,
possible or potential revocation, withdrawal, suspension, cancellation,
termination of, or modification to, any Permit. All applications required to
have been filed for the renewal of such Permits have been duly filed on a timely
basis with the appropriate Persons, and all other filings required to have been
made with respect to such Permits have been duly made on a timely basis with the
appropriate Persons. All Permits are renewable by their terms or in the Ordinary
Course of Business without the need to comply with any special qualification
procedures or to pay any amounts other than routine fees or similar charges, all
of which have, to the extent due, been duly paid.

    


          2.19
INTERESTED PARTY TRANSACTIONS.

    


          No
officer, director or shareholder of NewPower or any Affiliate, Related Person or
“associate” (as such term is defined in Rule 405 of the Commission under the
Securities Act) of any such Person, either directly or indirectly, (1) has an
interest in any Person which (a) furnishes or sells services or products which
are furnished or sold or are proposed to be furnished or sold by NewPower, or
(b) purchases from or sells or furnishes to, or proposes to purchase from, sell
to or furnish NewPower any goods or services; (2) has a beneficial interest in
any contract or agreement to which NewPower is a party or by which it may be
bound or affected; or (3) is a party to any material agreements, contracts or
commitments in effect as of the date hereof with NewPower. “Related Person”
means: (i) with respect to a particular individual, the individual's immediate
family which shall include the individual's spouse, parents, children, siblings,
mothers and fathers-in-law, sons and daughters-in-law, and brothers and
sisters-in-law; and (ii) with respect to a specified individual or entity, any
entity or individual that, directly or indirectly, controls, is controlled by,
or is under common control with such specified entity or
individual.

    
 

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          2.20
GOVERNMENTAL INQUIRIES.

    


          NewPower
has made available to E’Jenie a copy of each material written inspection report,
questionnaire, inquiry, demand or request for information received by NewPower
from (and the response of NewPower thereto), and each material written
statement, report or other document filed by NewPower with, any Governmental
Body since the Formation Date.

    


          2.21
BANK ACCOUNTS AND SAFE DEPOSIT BOXES.

    


          Newpower
has provided to NEWN and E’Jenie the title and number of each bank or other
deposit or financial account, and each lock box and safety deposit box used by
NewPower, the financial institution at which that account or box is maintained
and the names of the persons authorized to draw against the account or otherwise
have access to the account or box, as the case may be.

    


          2.22
INTELLECTUAL PROPERTY.

    


          Any
Intellectual Property NewPower uses in its business as presently conducted is
owned by NewPower or properly licensed. NewPower does not carry on business
under any other business or trade names and does not have any knowledge of any
infringement by NewPower of any patent, trademarks, copyright or trade
secret.  Newpower has provided to NEWN and E’Jenie a complete list of
all Intellectual Property of NewPower, including all related
documentation.

    


          2.23
STOCK OPTION PLANS; EMPLOYEE BENEFITS.

    


          (a)
NewPower does not currently have, or has ever had, a stock option plan providing
for the grant by NewPower of stock options to directors, officers or
employees.

    


          (b)
NewPower does not have any employee benefit plans or arrangements covering their
present and former employees or providing benefits to such persons in respect of
services provided to NewPower. NewPower has no commitment, whether formal or
informal and whether legally binding or not, to create any additional plan,
arrangement or practice similar to the Approved Plans.

    


          (c)
The consummation of the transactions contemplated hereby will not result in (i)
any payment (including, without limitation, severance, unemployment compensation
or bonus payments) becoming due from NewPower or due to any Person, (ii) any
increase in the amount of compensation or benefits payable to any Person, or
(iii) any acceleration of the vesting or timing of payment of any compensation,
award or determination of options, warrants, rights, severance payments or other
contingent obligations of any nature whatsoever of NewPower in favor of any
Person. No agreement, arrangement or other contract of NewPower provides
benefits or payments contingent upon, triggered by, or increased as a result of
a change in the ownership or effective control of NewPower.

    


          (d)
NewPower is not a party to or bound by any written or oral agreement or
understanding to employ, subsequent to the Closing, any of its respective
present or former directors, officers, independent contractors, consultants,
agents or employees.

    


     

    


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          2.24
EMPLOYEE MATTERS

    


          (a)
No former or current employee, officer or director of NewPower is a party to, or
is otherwise bound by, any agreement or arrangement (including, without
limitation, any confidentiality, non-competition or proprietary rights
agreement) that in any way adversely affected, affects, or will affect (i) the
performance of his, her or its duties to NewPower, or (ii) the ability of
NewPower to conduct its business.

    


          (b)
NewPower has no employees, directors, officers, consultants, independent
contractors, representatives or agents whose contract of employment or
engagement cannot be terminated by three months' notice.

    


          (c)
NewPower is not required or obligated to pay, and since the Formation Date, have
not paid any moneys to or for the benefit of, any director, officer, employee,
consultant, independent contractor, representative or agent of
NewPower.

    


         (d)
NewPower is in compliance with all applicable laws respecting employment and
employment practices, terms and conditions or employment and wages and hours,
and is not engaged in any unfair labor practice. There is no labor strike,
dispute, shutdown or stoppage actually pending or, to the knowledge of NewPower
or the Shareholders, threatened against or affecting NewPower.

    


          2.25
ENVIRONMENTAL AND SAFETY MATTERS.

    


          Except
as would not have a Material Adverse Effect:

    


          (a)  NewPower
has at all times been and is in compliance with all Environmental Laws and
Orders applicable to NewPower.

    


          (b)
There are no Proceedings pending or, to the knowledge of NewPower, threatened
against NewPower, or any of its officers and directors alleging the violation of
any Environmental Law or Environmental Permit applicable to NewPower or alleging
that NewPower or any of its officers and directors is a potentially responsible
party for any environmental site contamination. None of NewPower or any of its
officers and directors, or the Shareholders are aware of, or has ever received
notice of, any past, present or future events, conditions, circumstances,
activities, practices, incidents, actions or plans which may interfere with or
prevent continued compliance, or which may give rise to any common law or legal
liability, or otherwise form the basis of any claim, action, suit, proceeding,
hearing or investigation, based on or related to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling, or the
emission, discharge, release or threatened release into the environment, of any
pollutant, contaminant, or hazardous or toxic material or waste.

    


          (c)
Neither this Agreement nor the consummation of the transactions contemplated by
this Agreement shall impose any obligations to notify or obtain the consent of
any Governmental Body or third Persons under any Environmental Laws applicable
to NewPower.

    


     

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          2.26
MATERIAL CUSTOMERS.

    


          Since
the Formation Date, none of the Material Customers (as hereinafter defined) of
NewPower has notified any of NewPower or any of its officers and directors, or
the Shareholders of their intent to terminate their business with NewPower
business because of any dissatisfaction on the part of any such person or
entity. The Transactions have not caused any of the Material Customers of
NewPower to terminate or provide notice of their intent or threaten to terminate
their business with NewPower or to notify NewPower or any of its officers and
directors or the Shareholders of their intent not to continue to do such
business with NewPower after the Closing. As used herein, “Material Customers”
means those customers from whom NewPower derives annual revenues in excess of
RMB 100,000.

    


          2.27
INVENTORIES.

    


          All
inventories of NewPower are of good, usable and merchantable quality in all
material respects, and, do not include a material amount of obsolete or
discontinued items. All such inventories are of such quality as to meet in all
material respects the quality control standards of NewPower.  All such
inventories are recorded on the books at the lower of cost or market value
determined in accordance with GAAP.  No write-down in inventory has
been made or should have been made pursuant to GAAP during the past two
years.

    


          2.28
MONEY LAUNDERING LAWS.

    


          The
operations of NewPower are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the money
laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any Governmental Body
(collectively, the “Money Laundering Laws”) and no Proceeding involving NewPower
with respect to the Money Laundering Laws is pending or, to the knowledge of
NewPower, threatened.

    


     

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          2.29
DISCLOSURE.

    


          (a)
Any information set forth in this Agreement, or the Transaction Agreements shall
be true, correct and complete in all material respects.

    


          (b)
No statement, representation or warranty of NewPower or the Shareholders in this
Agreement or the Transaction Agreements or any exhibits or schedules thereto
contain any untrue statement of a material fact or omits to state a material
fact necessary to make the statements herein or therein, taken as a whole, in
light of the circumstances in which they were made, not misleading.

    


          (c)  The
Shareholders, and NewPower have no knowledge of any fact that has specific
application to NewPower (other than general economic or industry conditions) and
that adversely affects the assets or the business, prospects, financial
condition, or results of operations of NewPower.

    


          (d)
The books of account, minute books and stock record books of NewPower, all of
which have been made available to E’Jenie, are complete and accurate and have
been maintained in accordance with sound business practices. Without limiting
the generality of the foregoing, the minute books of NewPower contain complete
and accurate records of all meetings held, and corporate action taken, by the
shareholders, the boards of directors, and committees of the boards of directors
of NewPower, and no meeting of any such shareholders, board of directors, or
committee has been held for which minutes have not been prepared and are not
contained in such minute books.

    


          2.30
FINDERS AND BROKERS.

    


          (a)
None of NewPower, the Shareholders or any Person acting on behalf of NewPower or
the Shareholders has engaged any finder, broker, intermediary or any similar
Person in connection with the Exchange.

    


          (b)
None of NewPower, the Shareholders nor any Person acting on behalf of NewPower
or the Shareholders has entered into a contract or other agreement that provides
that a fee shall be paid to any Person or Entity if the Exchange is
consummated.

    


    2.31  FINANCIAL
STATEMENTS.

     

              The
financial statements of NewPower provided to E’Jenie present fairly, in all
material respects, the assets and liabilities (whether accrued, absolute,
contingent or otherwise) of NewPower, as of the respective dates thereof, and
the sales and earnings of the business of NewPower during the periods covered
thereby, in all material respects and have been prepared in substantial
accordance with generally accepted accounting principles consistently
applied.

     

    


    


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    ARTICLE
III.

    


    REPRESENTATIONS
AND WARRANTIES OF E’JENIE AND NEWN

    


          E’Jenie
and NEWN hereby represent and warrant to the Shareholders as of the date
hereof:

    


          3.1
ORGANIZATION; GOOD STANDING.

    


          NEWN
is duly incorporated, validly and in good standing existing under the laws of
the State of Nevada, E’Jenie is duly incorporated, validly and in good standing
existing under the laws of Peoples Republic of China.  E’Jenie and
NEWN have all requisite authority and power (corporate and other), governmental
licenses, authorizations, consents and approvals to carry on its business as
presently conducted and as contemplated to be conducted, to own, hold and
operate its properties and assets as now owned, held and operated by it, to
enter into this Agreement, to carry out the provisions hereof except where the
failure to be in good standing or to have such governmental licenses,
authorizations, consents and approvals will not, in the aggregate, either (i)
have a Material Adverse Effect on the business, assets or financial condition of
E’Jenie or NEWN, or (ii) impair the ability of E’Jenie or NEWN to perform its
material obligations under this Agreement. E’Jenie and NEWN are duly qualified,
licensed or domesticated as a foreign corporation in good standing in each
jurisdiction wherein the nature of its activities or its properties owned or
leased requires such qualification, licensing or domestication, except where the
failure to be so qualified, licensed or domesticated will not have a Material
Adverse Effect.

    


          3.2
NEWN COMMON STOCK.

    


          As
of November 30, 2009, there were 6,446,105 shares of NEWN's common stock issued
and outstanding. The Acquisition Shares, when issued in connection with this
Agreement and the other Transactional Agreements, will be duly authorized,
validly issued, fully paid and non-assessable.

    


          3.3
AUTHORITY; BINDING NATURE OF AGREEMENTS.

    


          (a)
The execution, delivery and performance of this Agreement, the Transactional
Agreements, and all other agreements and instruments contemplated to be executed
and delivered by E’Jenie and NEWN in connection herewith have been duly
authorized by all necessary corporate action on the part of E’Jenie and NEWN and
its board of directors.

    


          (b)
This Agreement, the Transactional Agreements, and all other agreements and
instruments contemplated to be executed and delivered by E’Jenie and NEWN
constitute the legal, valid and binding obligation of E’Jenie and NEWN,
enforceable against E’Jenie and NEWN in accordance with their terms, except to
the extent that enforceability may be limited by applicable bankruptcy,
Exchange, insolvency, moratorium or other laws affecting the enforcement of
creditors' rights generally and by general principles of equity regardless of
whether such enforceability is considered in a proceeding in law or
equity.

    


          (c)
There is no pending Proceeding, and, to E’Jenie's and NEWN’s knowledge, no
Person has threatened to commence any Proceeding that challenges, or that may
have the effect of preventing, delaying, making illegal or otherwise interfering
with, the Exchange or E’Jenie's and NEWN’s ability to comply with or perform its
obligations and covenants under the Transactional Agreements, and, to the
knowledge of E’Jenie and NEWN, no event has occurred, and no claim, dispute or
other condition or circumstance exists, that might directly or indirectly give
rise to or serve as a basis for the commencement of any such
Proceeding.

    

 

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          3.4
NON-CONTRAVENTION; CONSENTS.

    


          The
execution and delivery of this Agreement and the other Transactional Agreements,
and the consummation of the Exchange, by E’Jenie and NEWN will not, directly or
indirectly (with or without notice or lapse of time):

    


          (a)
contravene, conflict with or result in a material violation of (i) E’Jenie's and
NEWN’s Organizational Documents, or (ii) any resolution adopted by E’Jenie’s and
NEWN’s Board or any committee thereof or the stockholders of
E’Jenie;

    


          (b)
to the knowledge of E’Jenie and NEWN, contravene, conflict with or result in a
material violation of, or give any Governmental Body the right to challenge the
Exchange or to exercise any remedy or obtain any relief under, any legal
requirement or any Order to which E’Jenie and NEWN or any material assets owned
or used by it are subject;

    


          (c)
to the knowledge of E’Jenie and NEWN, cause any material assets owned or used by
E’Jenie and NEWN to be reassessed or revalued by any taxing authority or other
Governmental Body;

    


          (d)
to the knowledge of E’Jenie and NEWN, contravene, conflict with or result in a
material 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 E’Jenie and NEWN, or that
otherwise relates to E’Jenie's and NEWN’s business or to any of the material
assets owned or used by E’Jenie and NEWN, where such contraventions, conflict,
violation, revocation, withdrawal, suspension, cancellation, termination or
modification would have a Material Adverse Effect on E’Jenie and
NEWN;

    


          (e)
contravene, conflict with or result in a material violation or material breach
of, or material default under, any Contract to which E’Jenie and NEWN is a
party;

    


          (f)
give any Person the right to any payment by E’Jenie and NEWN or give rise to any
acceleration or change in the award, grant, vesting or determination of options,
warrants, rights, severance payments or other contingent obligations of any
nature whatsoever of E’Jenie and NEWN in favor of any Person, in any such case
as a result of the Exchange; or

    


          (g)
result in the imposition or creation of any material Lien upon or with respect
to any material asset owned or used by E’Jenie and NEWN.

    


          Except
for Consents, filings or notices required under the state and federal securities
laws or any other laws or regulations or as otherwise contemplated in this
Agreement and the other Transactional Agreements, E’Jenie and NEWN will not be
required to make any filing with or give any notice to, or obtain any Consent
from, any Person in connection with the execution and delivery of this Agreement
and the other Transactional Agreements or the consummation or performance of the
Exchange.

     

    


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          3.5
FINDERS AND BROKERS.

    


          (a)
Neither E’Jenie, NEWN nor any Person acting on behalf of E’Jenie and NEWN has
engaged any finder, broker, intermediary or any similar Person in connection
with the Exchange.

    


          (b)
Neither E’Jenie, nor NEWN has entered into a contract or other agreement that
provides that a fee shall be paid to any Person or Entity if the Exchange is
consummated.

    


          3.6
REPORTS AND FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES.

    


          (a)
Except for certain ownership reports which were not filed by certain
individuals, NEWN has filed all reports required to be filed with the SEC
pursuant to the Exchange Act since December 31, 2004 (all such reports,
including those to be filed prior to the Closing Date and all registration
statements and prospectuses filed by NEWN with the SEC, are collectively
referred to as the “NEWN SEC Reports”). All of the NEWN SEC Reports, as of their
respective dates of filing (or if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing): (i) complied in all
material respects as to form with the applicable requirements of the Securities
Act or Exchange Act and the rules and regulations thereunder, as the case may
be, and (ii) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The audited financial statements of NEWN included in the
NEWN SEC Reports comply in all material respects with the published rules and
regulations of the SEC with respect thereto, and such audited financial
statements (i) were prepared from the books and records of NEWN, (ii) were
prepared in accordance with GAAP applied on a consistent basis (except as may be
indicated therein or in the notes or schedules thereto) and (iii) present fairly
the financial position of NEWN as of the dates thereof and the results of
operations and cash flows for the periods then ended. The unaudited financial
statements included in the NEWN SEC Reports comply in all material respects with
the published rules and regulations of the SEC with respect thereto; and such
unaudited financial statements (i) were prepared from the books and records of
NEWN, (ii) were prepared in accordance with GAAP, except as otherwise permitted
under the Exchange Act and the rules and regulations thereunder, on a consistent
basis (except as may be indicated therein or in the notes or schedules thereto)
and (iii) present fairly the financial position of NEWN as of the dates thereof
and the results of operations and cash flows (or changes in financial condition)
for the periods then ended, subject to normal year-end adjustments and any other
adjustments described therein or in the notes or schedules thereto.

    


          (b)
Except as specifically contemplated by this Agreement or reflected in the NEWN
SEC Reports, since September 30, 2009, there has not been (i) any material
adverse change in  NEWN’s business, assets, liabilities, operations,
and, to the knowledge of NEWN, no event has occurred that is likely to have a
material adverse effect on NEWN 's business, assets, liabilities or operations,
(ii) any declarations setting aside or payment of any dividend or distribution
with respect to the NEWN Common Stock other than consistent with past practices,
(iii) any material change in NEWN 's accounting principles, procedures or
methods, (iv) cancellation in writing of any material customer contract or (v)
the loss of any customer relationship which would have a material adverse effect
on NEWN 's business, assets, liabilities or operations.

     

    


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          3.7
COMPLIANCE WITH APPLICABLE LAW.

    


          Except
as disclosed in the NEWN SEC Reports filed prior to the date of this Agreement
and except to the extent that the failure or violation would not in the
aggregate have a Material Adverse Effect on the business, results of operations
or financial condition of E’Jenie and NEWN, to E’Jenie's and NEWN’s knowledge,
E’Jenie and NEWN holds all Governmental Authorizations necessary for the lawful
conduct of its business under and pursuant to, and the business of E’Jenie and
NEWN is not being conducted in violation of, any Governmental Authorization
applicable to E’Jenie and NEWN.

    


          3.8
COMPLETE COPIES OF REQUESTED REPORTS.

    


          E’Jenie
and NEWN have delivered or made available true and complete copies of each
document that has been reasonably requested by NewPower or the
Shareholders.

    


          3.9
FULL DISCLOSURE.

    


          (a)
Neither this Agreement (including all Schedules and Exhibits hereto) nor any of
the Transactional Agreements contemplated to be executed and delivered by
E’Jenie and NEWN in connection with this Agreement contains any untrue statement
of material fact; and none of such documents omits to state any material fact
necessary to make any of the representations, warranties or other statements or
information contained therein not misleading.

    


          (b)
All of the information set forth in the NEWN SEC Reports and all other
information regarding E’Jenie and NEWN and the business, condition, assets,
liabilities, operations, financial performance, net income and prospects of
either that has been furnished to NewPower or the Shareholders by or on behalf
of E’Jenie and NEWN or any of the E’Jenie's and NEWN’s Representatives, is
accurate and complete in all material respects.

    


    ARTICLE
IV.

    


    COVENANTS
OF NEWPOWER

    


          4.1
ACCESS AND INVESTIGATION.

    


          NewPower
shall ensure that, at all times during the Pre-Closing Period:

    


          (a)
NewPower and its Representatives provide E’Jenie and its Representatives access,
at reasonable times and with twenty-four (24) hours notice from E’Jenie to
NewPower, to all of the premises and assets of NewPower, to all existing books,
records, Tax Returns, work papers and other documents and information relating
to NewPower, and to responsible officers and employees of NewPower, NewPower and
its Representatives provide E’Jenie and its Representatives with copies of such
existing books, records, Tax Returns, work papers and other documents and
information relating to NewPower as E’Jenie may request in
good  faith.

     

    19

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          (b)
Each of NewPower and its Representatives confer regularly with E’Jenie upon its
request, concerning operational matters and otherwise report regularly (not less
than semi-monthly and as E’Jenie may otherwise request) to E’Jenie and discuss
with E’Jenie and its Representatives concerning the status of the
business,  condition, assets, liabilities, operations, and financial
performance of NewPower, and promptly notify E’Jenie of any material change in
the business, condition, assets, liabilities, operations, and financial
performance of NewPower, or any event reasonably likely to lead to any such
change.

    


          4.2
OPERATION OF BUSINESS.

    


          NewPower
shall ensure that, during the Pre-Closing Period:

    


          (a)
It conducts its operations in the Ordinary Course of Business and in the same
manner as such operations have been conducted prior to the date of this
Agreement;

    


          (b)
It uses its commercially reasonable efforts to preserve intact its current
business organization, keep available and not terminate the services of its
current officers, directors and employees and maintain its relations and
goodwill with all suppliers, customers, landlords, creditors, licensors,
licensees, employees and other Persons having business relationships with
NewPower;

    


          (c)
It does not declare, accrue, set aside or pay any dividend or make any other
distribution in respect of any shares of its capital stock, or issue any
additional shares of its capital stock, and does not repurchase, redeem or
otherwise reacquire any shares of its capital stock or other
securities;

    


          (d)
It does not sell or otherwise issue (or grant any warrants, options or other
rights to purchase) any shares of capital stock or any other
securities;

    


          (e)
It does not amend its Organizational Documents, and does not affect or become a
party to any recapitalization, reclassification of shares, stock split, reverse
stock split or similar transaction;

    


          (f)
It does not form any subsidiary or acquire any equity interest or other interest
in any other Entity;

    


          (g)
It does not establish or adopt any Employee Benefit Plan, and does not pay any
bonus or make any profit sharing or similar payment to, or increase the amount
of the wages, salary, commissions, fringe benefits or other compensation or
remuneration payable to, any of its directors, officers or
employees;

    


          (h)
It does not change any of its methods of accounting or accounting practices in
any respect;

    


          (i)
It does not make any Tax election;

    


          (j)
It does not commence or take any action or fail to take any action which would
result in the commencement of any Proceeding;

     

    20

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          (k)
It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge
or encumber any fixed or other assets, other than in the Ordinary Course of
Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or
obligation or any other liabilities or issue any debt securities, other than in
the Ordinary Course of Business; (iii) assume, guarantee, endorse for the
obligations of any other person, other than in the Ordinary Course of Business;
(iv) make any loans, advances or capital contributions to, or investments in,
any other Person, other than in the Ordinary Course of Business; or (v) fail to
maintain insurance consistent with past practices for its business and
property;

    


          (l)
It pays all debts and Taxes, files all of its Tax Returns (as provided herein)
and pays or performs all other obligations, when due;

    


          (m)
It does not enter into or amend any agreements pursuant to which any other
Person is granted distribution, marketing or other rights of any type or scope
with respect to any of its services, products or technology;

    


          (n)
It does not hire any new officer-level employee or increase or decrease the size
of its board of directors;

    


          (o)
It does not revalue any of its assets, including, without limitation, writing
down the value of inventory or writing off notes or accounts receivable, except
as required under GAAP and in the Ordinary Course of Business;

    


          (p)
Except as otherwise contemplated hereunder, it does not enter into any
transaction or take any other action outside the Ordinary Course of Business;
and

    


          (q)
It does not enter into any transaction or take any other action that likely
would cause or constitute a Breach of any representation or warranty made by it
in this Agreement.

    


          4.3
FILINGS AND CONSENTS; COOPERATION.

    


          NewPower
shall ensure that:

    


          (a)
Each filing or notice required to be made or given (pursuant to any applicable
Law, Order or contract, or otherwise) by NewPower or the Shareholders in
connection with the execution and delivery of any of the Transactional
Agreements, or in connection with the consummation or performance of the
Exchange, is made or given as soon as possible after the date of this
Agreement;

    


          (b)
Each Consent required to be obtained (pursuant to any applicable Law, Order or
contract, or otherwise) by NewPower or the Shareholders in connection with the
execution and delivery of any of the Transactional Agreements, or in connection
with the consummation or performance of the Exchange, is obtained as soon as
possible after the date of this Agreement and remains in full force and effect
through the Closing Date;

    


          (c)
It promptly delivers to E’Jenie a copy of each filing made, each notice given
and each Consent obtained by NewPower during the Pre-Closing Period;
and

    


          (d)
During the Pre-Closing Period, it and its Representatives cooperate with E’Jenie
and E’Jenie's Representatives, and prepare and make available such documents and
take such other actions as E’Jenie may request in good faith, in connection with
any filing, notice or Consent that E’Jenie is required or elects to make, give
or obtain.

    


    


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          4.4
NOTIFICATION; UPDATES.

    


          (a)
During the Pre-Closing Period, NewPower shall promptly notify E’Jenie in writing
of:

    


                (i)
the discovery by it of any event, condition, fact or circumstance that occurred
or existed on or prior to the date of this Agreement which is contrary to any
representation or warranty made by it in this Agreement or in any of the other
Transactional Agreements, or that would upon the giving of notice or lapse of
time, result in any of its representations and warranties set forth in this
agreement to become untrue or otherwise cause any of the conditions of Closing
set forth in Article VI or Article VII not to be satisfied;

    


                (ii)
any event, condition, fact or circumstance that occurs, arises or exists after
the date of this Agreement (except as a result of actions taken pursuant to the
express written consent of E’Jenie) and that is contrary to any representation
or warranty made by it in this Agreement, or that would upon the giving of
notice or lapse of time, result in any of its representations and warranties set
forth in this agreement to become untrue or otherwise cause any of the
conditions of Closing set forth in Article VI or Article VII not to be
satisfied;

    


          (b)
It will promptly update any relevant and material information provided to
E’Jenie after the date hereof pursuant to the terms of this
Agreement.

    


     

     

     

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          4.5
COMMERCIALLY REASONABLE EFFORTS.

    


          During
the Pre-Closing Period, NewPower shall use its commercially reasonable efforts
to cause the conditions set forth in Article VI and Article VII to be satisfied
on a timely basis and so that the Closing can take place on or before December
25, 2009, in accordance with Section 1.5, and shall not take any action or omit
to take any action, the taking or omission of which would or could reasonably be
expected to result in any of the representations and warranties of NewPower set
forth in this Agreement becoming untrue, or in any of the conditions of Closing
set forth in Article VI or Article VII not being satisfied.

    


          4.6
CONFIDENTIALITY; PUBLICITY.

    


          NewPower
shall ensure that:

    


          (a)
It and its Representatives keep strictly confidential the existence and terms of
this Agreement prior to the issuance or dissemination of any mutually agreed
upon press release or other disclosure of the Exchange; and

    


          (b)
neither it nor any of its Representatives issues or disseminates any press
release or other publicity or otherwise makes any disclosure of any nature (to
any of its suppliers, customers, landlords, creditors or employees or to any
other Person) regarding any of the Exchange; except in each case to the extent
that it is required by law to make any such disclosure regarding such
transactions or as separately agreed by the parties;

    provided,
however, that if it is required by law to make any such disclosure, NewPower
advises E’Jenie, at least five business days before making such disclosure, of
the nature and content of the intended disclosure.

    


    ARTICLE
V.

    


    COVENANTS
OF E’JENIE

    


          5.1
NOTIFICATION.

    


          During
the Pre-Closing Period, E’Jenie shall promptly notify NewPower in writing
of:

    


          (a)
the discovery by E’Jenie and NEWN of any event, condition, fact or circumstance
that occurred or existed on or prior to the date of this Agreement which is
contrary to any representation or warranty made by E’Jenie and NEWN in this
Agreement; and,

    


          (b)
any event, condition, fact or circumstance that occurs, arises or exists after
the date of this Agreement (except as a result of actions taken pursuant to the
written consent of NewPower) and that is contrary to any representation or
warranty made by E’Jenie and NEWN in this Agreement;

    


     

    


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          5.2
FILINGS AND CONSENTS; COOPERATION.

    


          E’Jenie
and NEWN shall ensure that:

    


          (a)
Each filing or notice required to be made or given (pursuant to any applicable
Law, Order or contract, or otherwise) by E’Jenie and NEWN in connection with the
execution and delivery of any of the Transactional Agreements, or in connection
with the consummation or performance of the Exchange, is made or given as soon
as possible after the date of this Agreement;

    


          (b)
Each Consent required to be obtained (pursuant to any applicable Law, Order or
contract, or otherwise) by E’Jenie and NEWN in connection with the execution and
delivery of any of the Transactional Agreements, or in connection with the
consummation or performance of the Exchange, is obtained as soon as possible
after the date of this Agreement and remains in full force and effect through
the Closing Date;

    


          (c)
E’Jenie and NEWN promptly delivers to NewPower a copy of each filing made, each
notice given and each Consent obtained by E’Jenie and NEWN during the
Pre-Closing Period; and

    


          (d)
During the Pre-Closing Period, E’Jenie, NEWN and its Representatives cooperate
with NewPower and its Representatives, and prepare and make available such
documents and take such other actions as NewPower may request in good faith, in
connection with any filing, notice or Consent that NewPower is required or
elects to make, give or obtain.

    


          5.3
COMMERCIALLY REASONABLE EFFORTS.

    


          During
the Pre-Closing Period, E’Jenie and NEWN shall use its commercially reasonable
efforts to cause the conditions set forth in Article VI and Article VII to be
satisfied on a timely basis and so that the Closing can take place on or before
December 25, 2009 or as soon thereafter as is reasonably practical, in
accordance with Section 1.5, and shall not take any action or omit to take any
action, the taking or omission of which would or could reasonably be expected to
result in any of the representations and warranties or E’Jenie and NEWN set
forth in this Agreement becoming untrue or in any of the conditions of closing
set forth in Article VI or Article VII not being satisfied.

    


          5.4
DISCLOSURE OF CONFIDENTIAL INFORMATION.

    


          (a)
Each of E’Jenie, NEWN, NewPower and the Shareholders acknowledges and agrees
that it may receive Confidential Information in connection with this Transaction
including without limitation, any information disclosed during the due diligence
process, the public disclosure of which will harm the disclosing party's
business. The Receiving Party may use Confidential Information only in
connection with the Transaction. The results of the due diligence review may not
be used for any other purpose other than in connection with the Transaction.
Except as expressly provided in this Agreement, the Receiving Party shall not
disclose Confidential Information to anyone without the Disclosing Party's prior
written consent. The Receiving Party shall take all reasonable measures to avoid
disclosure, dissemination or unauthorized use of Confidential Information,
including, at a minimum, those measures it takes to protect its own confidential
information of a similar nature. The Receiving Party shall not export any
Confidential Information in any manner contrary to the export regulations of the
governmental jurisdiction to which it is subject.

     

     

    24

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


          (b)
The Receiving Party may disclose Confidential Information as required to comply
with binding orders of governmental entities that have jurisdiction over it,
provided that the Receiving Party (i) gives the Disclosing Party reasonable
notice (to the extent permitted by law) to allow the Disclosing Party to seek a
protective order or other appropriate remedy, (ii) discloses only such
information as is required by the governmental entity, and (iii) uses
commercially reasonable efforts to obtain confidential treatment for any
Confidential Information so disclosed.

    


          (c)
All Confidential Information shall remain the exclusive property of the
Disclosing Party. The Disclosing Party's disclosure of Confidential Information
shall not constitute an express or implied grant to the Receiving Party of any
rights to or under the Disclosing Party's patents, copyrights, trade secrets,
trademarks or other intellectual property rights.

    


          (d)
The Receiving Party shall notify the Disclosing Party immediately upon discovery
of any unauthorized use or disclosure of Confidential Information or any other
breach of this Agreement by the Receiving Party. The Receiving Party shall
cooperate with the Disclosing Party in every reasonable way to help the
Disclosing Party regain possession of such Confidential Information and prevent
its further unauthorized use.

    


          (e)
The Receiving Party shall return or destroy all tangible materials embodying
Confidential Information (in any form and including, without limitation, all
summaries, copies and excerpts of Confidential Information) promptly following
the Disclosing Party's written request; provided, however, that, subject to the
provisions of this Agreement, the Receiving Party may retain one copy of such
materials in the confidential, restricted access files of its legal department
for use only in the event a dispute arises between the parties related to the
Transaction and only in connection with that dispute. At the Disclosing Party's
option, the Receiving Party shall provide written certification of its
compliance with this Section.

    


          5.5
INDEMNIFICATION.

    


          (a)
Each of NewPower and the Shareholders, jointly and severally, each shall defend,
indemnify and hold harmless E’Jenie and NEWN, and its employees, officers,
directors, stockholders, controlling persons, affiliates, agents, successors and
assigns (collectively, the “E’Jenie Indemnified Persons”), and shall reimburse
the E’Jenie Indemnified Persons, for, from and against any loss, liability,
claim, damage, 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”), directly or indirectly, relating
to, resulting from or arising out of:

    


                (i)
any untrue representations, misrepresentations or breach of warranty by or of
NewPower or the Shareholders contained in or pursuant to this
Agreement;

    


    


    


    


    


    


    


    


    


    


    


    


    


    


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                (ii)
any breach or nonfulfillment of any covenant, agreement or other obligation by
or of NewPower or the Shareholders (only to the extent made or occurring prior
to or at the Closing) contained in or pursuant to this Agreement, the
Transaction Agreements executed by NewPower or any of the Shareholders in their
individual capacity, or any of the other agreements, documents, schedules or
exhibits to be entered into by NewPower or any of the Shareholders in their
individual capacity pursuant to or in connection with this
Agreement;

    


                (iii)
all of Pre-Closing liabilities of NewPower or the Shareholders; and

    


                (iv)
any liability, claim, action or proceeding of any kind whatsoever, whether
instituted or commenced prior to or after the Closing Date, which directly or
indirectly relates to, arises or results from, or occurs in connection with
facts or circumstances relating to the conduct of business of NewPower, or the
assets of NewPower, or events or circumstances existing on or prior to the
Closing Date.

    


          (b)
E’Jenie and NEWN shall defend, indemnify and hold harmless NewPower and its
respective affiliates, agents, successors and assigns (collectively, the
“NewPower Indemnified Persons”), and shall reimburse the NewPower Indemnified
Persons, for, from and against any Damages, directly or indirectly, relating to,
resulting from or arising out of:

    


                (i)
any untrue representation, misrepresentation or breach of warranty by E’Jenie
and NEWN contained in or pursuant to this Agreement;

    


                (ii)
any breach or nonfulfillment of any covenant, agreement or other obligations by
or of E’Jenie and NEWN contained in or pursuant to this Agreement, the
Transaction Agreements or any other agreements, documents, schedules or exhibits
to be entered into or delivered to pursuant to or in connection with this
Agreement.

    


          (c)
Promptly after receipt by an indemnified Party under Section 5.6 of this
Agreement of notice of a claim against it (“Claim”), such indemnified Party
shall, if a claim is to be made against an indemnifying Party under such
Section, give notice to the indemnifying Party of such Claim, but the failure to
so 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 indemnified Party's failure to give such notice.

    


          (c)
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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    ARTICLE
VI.

    


    CLOSING
CONDITIONS OF E’JENIE AND NEWN

    


          E’Jenie's
and NEWN’s obligations to affect the Closing and consummate the Exchange are
subject to the satisfaction of each of the following conditions:

    


          6.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES.

    


          The
representations and warranties of NewPower and the Shareholders in this
Agreement shall have been true and correct as of the date of this Agreement and
shall be true and correct on and as of the Closing. NewPower and the
Shareholders shall have performed all obligations in this Agreement required to
be performed or observed by them on or prior to the Closing.

    


          6.2
ADDITIONAL CONDITIONS TO CLOSING.

    


          (a)
All necessary approvals under federal and state securities laws and other
authorizations relating to the issuance of the Acquisition Shares and the
transfer of the Shares shall have been received.

    


          (b)
No preliminary or permanent injunction or other order by any federal, state or
foreign court of competent jurisdiction which prohibits the consummation of the
Exchange shall have been issued and remain in effect. No statute, rule,
regulation, executive order, stay, decree, or judgment shall have been enacted,
entered, issued, promulgated or enforced by any court or governmental authority
which prohibits or restricts the consummation of the Exchange. All
authorizations, consents, orders or approvals of, or declarations or filings
with, and all expirations of waiting periods imposed by, any Governmental Body
which are necessary for the consummation of the Exchange, other than those the
failure to obtain which would not materially adversely affect the consummation
of the Exchange or in the aggregate have a material adverse effect on E’Jenie
and its subsidiaries, taken as a whole, shall have been filed, occurred or been
obtained (all such permits, approvals, filings and consents and the lapse of all
such waiting periods being referred to as the “Requisite Regulatory Approvals”)
and all such Requisite Regulatory Approvals shall be in full force and
effect.

    


          (c)
There shall not be any action taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the Exchange, by any
Governmental Body which, in connection with the grant of a Requisite Regulatory
Approval, imposes any material condition or material restriction upon E’Jenie or
its subsidiaries or NewPower, including, without limitation, requirements
relating to the disposition of assets, which in any such case would so
materially adversely impact the economic or business benefits of the Exchange as
to render inadvisable the consummation of the Exchange.

    


     

    


    27

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          6.3
PERFORMANCE OF AGREEMENTS.

    


          NewPower
or the Shareholders, as the case may be, shall have executed and delivered each
of the agreements, instruments and documents required to be executed and
delivered, and performed all actions required to be performed by NewPower or any
of the Shareholders, as the case may be, pursuant to this Agreement, except as
E’Jenie has otherwise consented in writing.

    


          6.4
CONSENTS.

    


          Each
of the Consents, if required, shall have been obtained and shall be in full
force and effect, other than those Consents, which have been expressly waived by
E’Jenie and NEWN.

    


          6.5
NO MATERIAL ADVERSE CHANGE AND SATISFACTORY DUE DILIGENCE.

    


          There
shall not have been any material adverse change in the business, condition,
assets, liabilities, operations or financial performance of NewPower since the
date of this Agreement as determined by E’Jenie in its discretion. E’Jenie and
NEWN shall be satisfied in all respects with the results of its due diligence
review of NewPower.

    


          6.6
NEWPOWER CLOSING CERTIFICATES.

    


          In
addition to the documents required to be received under this Agreement, E’Jenie
and NEWN shall also have received the following documents:

    


          (a)
copies of resolutions of NewPower, certified by a Secretary, Assistant Secretary
or other appropriate officer of NewPower, authorizing the execution, delivery
and performance of this Agreement and other Transactional
Agreements;

    


          (b)
good standing certificate from China of NewPower; and

    


          (c)
such other documents as E’Jenie and NEWN may request in good faith for the
purpose of (i) evidencing the accuracy of any representation or warranty made by
NewPower, (ii) evidencing the compliance by NewPower, or the performance by
NewPower of, any covenant or obligation set forth in this Agreement or any of
the other Transactional Agreements, (iii) evidencing the satisfaction of any
condition set forth in Article VII or this Article VI, or (iv) otherwise
facilitating the consummation or performance of the Exchange.

    


          6.7
TRANSACTIONAL AGREEMENTS.

    


          Each
Person (other than E’Jenie and NEWN) shall have executed and delivered prior to
or on the Closing Date all Transactional Agreements to which it is to be a
party.

     

     

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          6.8
DELIVERY OF STOCK CERTIFICATES, MINUTE BOOK AND CORPORATE SEAL.

    


          The
Shareholders shall have delivered to E’Jenie and NEWN, the stock books, stock
ledgers, minute books and corporate seals of NewPower.

    


    ARTICLE
VII.

    


    CLOSING
CONDITIONS OF THE SHAREHOLDERS

    


          The
Shareholders' obligations to affect the Closing and consummate the Exchange are
subject to the satisfaction of each of the following conditions:

    


          7.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES.

    


          The
representations and warranties of E’Jenie and NEWN in this Agreement shall have
been true and correct as of the date of this Agreement and shall be true and
correct on and as of the Closing and E’Jenie shall have performed all
obligations in this Agreement required to be performed or observed by them on or
prior to the Closing.

    


          7.2
ADDITIONAL CONDITIONS TO CLOSING.

    


          (a)
All necessary approvals under federal and state securities laws and other
authorizations relating to the issuance and transfer of the Acquisition Shares
by E’Jenie and NEWN and the transfer of the Shares by NewPower shall have been
received.

    


          (b)
No preliminary or permanent injunction or other order by any federal, state or
foreign court of competent jurisdiction which prohibits the consummation of the
Exchange shall have been issued and remain in effect. No statute, rule,
regulation, executive order, stay, decree, or judgment shall have been enacted,
entered, issued, promulgated or enforced by any court or governmental authority
which prohibits or restricts the consummation of the Exchange. All Requisite
Regulatory Approvals shall have been filed, occurred or been obtained and all
such Requisite Regulatory Approvals shall be in full force and
effect.

    


          (c)
There shall not be any action taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the Exchange, by any federal
or state Governmental Body which, in connection with the grant of a Requisite
Regulatory Approval, imposes any condition or restriction upon E’Jenie and NEWN
or its subsidiaries (or, in the case of any disposition of assets required in
connection with such Requisite Regulatory Approval, upon E’Jenie and NEWN, its
subsidiaries or NewPower), including, without limitation, requirements relating
to the disposition of assets, which in any such case would so materially
adversely impact the economic or business benefits of the Exchange as to render
inadvisable the consummation of the Exchange.

     

    


    


    29

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


          7.3
E’JENIE CLOSING CERTIFICATES.

    


          The
Shareholders shall have received the following documents:

    


          (a)
copies of resolutions of E’Jenie and NEWN, certified by a Secretary, Assistant
Secretary or other appropriate officer of E’Jenie and NEWN, authorizing the
execution, delivery and performance of the Transactional Agreements and the
Exchange;

    


          (b)
good standing certificates for the State of Nevada; and

    


          (c)
such other documents as NewPower may request in good faith for the purpose of
(i) evidencing the accuracy of any representation or warranty made by E’Jenie
and NEWN, (ii) evidencing the compliance by E’Jenie and NEWN with, or the
performance by E’Jenie and NEWN of, any covenant or obligation set forth in this
Agreement or any of the other Transactional Agreements, (iii) evidencing the
satisfaction of any condition set forth in Article VI or this Article VII, or
(iv) otherwise facilitating the consummation or performance of the
Exchange.

    


          7.4
NO MATERIAL ADVERSE CHANGE.

    


          There
shall not have been any material adverse change in E’Jenie's and NEWN’s
business, condition, assets, liabilities, operations or financial performance
since the date of this Agreement.

    


          7.5
PERFORMANCE OF AGREEMENTS.

    


          E’Jenie
and NEWN shall have executed and delivered each of the agreements, instruments
and documents required to be executed and delivered, and performed all actions
required by E’Jenie and NEWN pursuant to this Agreement, except as NewPower and
the Shareholders have otherwise consented in writing.

    


          7.6
CONSENTS.

    


          Each
of the Consents identified or required to have been identified in Section 3.4
shall have been obtained and shall be in full force and effect, other than those
Consents the absence of which shall not have a material adverse effect on
E’Jenie and NEWN.

    


          7.7
NEWN COMMON STOCK.

    


          On
the Closing Date, shares of NEWN Common Stock shall be eligible for quotation on
the OTC Bulletin Board.

    


     

    


    30

      
        
           


        

        
           


          
            

          

        

        
           


        

      



     

    


    ARTICLE
VIII.

    


    FURTHER
ASSURANCES

    


          Each
of the parties hereto agrees that it will, from time to time after the date of
the Agreement, execute and deliver such other certificates, documents and
instruments and take such other action as may be reasonably requested by the
other party to carry out the actions and transactions contemplated by this
Agreement, including the closing conditions described in Articles VI and VII.
NewPower and the Shareholders shall reasonably cooperate with E’Jenie and NEWN
in its of the books and records of NewPower.

    


    ARTICLE
IX.

    


    TERMINATION

    


          9.1
TERMINATION.

    


          This
Agreement may be terminated and the Exchange abandoned at any time prior to the
Closing Date:

    


          (a)
by mutual written consent of E’Jenie, NEWN, NewPower and the
Shareholders;

    


          (b)
by E’Jenie and NEWN, if E’Jenie and NEWN is not satisfied with the results of
its due diligence of NewPower for any reason;

    


          (c)
by E’Jenie and NEWN if (i) there is a material Breach of any covenant or
obligation of NewPower or the Shareholders; provided however, that if such
Breach or Breaches are capable of being cured prior to the Closing Date, such
Breach or Breaches shall not have been cured within 10 days of delivery of the
written notice of such Breach, or (ii) E’Jenie and NEWN reasonably determines
that the timely satisfaction of any condition set forth in Article VI has become
impossible or impractical (other than as a result of any failure on the part of
E’Jenie and NEWN to comply with or perform its covenants and obligations under
this Agreement or any of the other Transactional Agreements);

    


          (d)
by NewPower if (i) there is a material Breach of any covenant or obligation of
E’Jenie and NEWN; provided however, that if such Breach or Breaches are capable
of being cured prior to the Closing Date, such Breach or Breaches shall not have
been cured within 10 days of delivery of the written notice of such Breach, or
(ii) NewPower reasonably determines that the timely satisfaction of any
condition set forth in Article VII has become impossible or impractical (other
than as a result of any failure on the part of NewPower or any Shareholder to
comply with or perform any covenant or obligation set forth in this Agreement or
any of the other Transactional Agreements);

     

    


    


    31

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          (e)
by E’Jenie and NEWN if the Closing has not taken place on or before January 31,
2010 (except if as a result of any failure on the part of E’Jenie to comply with
or perform its covenants and obligations under this Agreement or in any other
Transactional Agreement);

    


          (f)
by NewPower if the Closing has not taken place on or before January 31, 2010
(except if as a result of the failure on the part of NewPower or the
Shareholders to comply with or perform any covenant or obligation set forth in
this Agreement or in any other Transactional Agreement);

    


          (g)
by any of E’Jenie and NEWN, on the one hand or NewPower, on the other hand, if
any court of competent jurisdiction in the United States or China, or other
United States or Chinese governmental body shall have issued an order, decree or
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the Exchange and such order, decree, ruling or any other action shall have
become final and non-appealable; provided, however, that the party seeking to
terminate this Agreement pursuant to this clause (g) shall have used all
commercially reasonable efforts to remove such order, decree or ruling;
or

    


          (h)
The parties hereby agree and acknowledge that a breach of the provisions of
Sections 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material Breaches
of this Agreement.

    


          9.2
TERMINATION PROCEDURES.

    


          If
E’Jenie and NEWN wishes to terminate this Agreement pursuant to Section 9.1,
E’Jenie and NEWN shall deliver to the Shareholders, and NewPower a written
notice stating that E’Jenie and NEWN is terminating this Agreement and setting
forth a brief description of the basis on which E’Jenie and NEWN is terminating
this Agreement. If NewPower wishes to terminate this Agreement pursuant to
Section 9.1, NewPower shall deliver to E’Jenie and NEWN a written notice stating
that NewPower is terminating this Agreement and setting forth a brief
description of the basis on which NewPower is terminating this
Agreement.

    


          9.3
EFFECT OF TERMINATION.

    


          In
the event of termination of this Agreement as provided above, this Agreement
shall forthwith have no further effect. Except for a termination resulting from
a Breach by a party to this Agreement, there shall be no liability or obligation
on the part of any party hereto. In the event of a breach, the remedies of the
non-breaching party shall be to seek damages from the breaching party or to
obtain an order for specific performance, in addition to or in lieu of other
remedies provided herein. Upon request after termination, each party will
redeliver or, at the option of the party receiving such request, destroy all
reports, work papers and other material of any other party relating to the
Exchange, whether obtained before or after the execution hereof, to the party
furnishing same; provided, however, that NewPower and the Shareholders shall, in
all events, remain bound by and continue to be subject to Section 4.6 and all
parties shall in all events remain bound by and continue to be subject to
Section 5.4 and 5.5.

    


          Notwithstanding
the above, E’Jenie and NEWN, on the one hand, and NewPower and the Shareholders,
on the other hand, shall be entitled to announce the termination of this
Agreement by means of a press release.

    


     

    


    


    32

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    ARTICLE
X.

    


    MISCELLANEOUS

    


          10.1
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

    


          All
representations and warranties of NewPower and the Shareholders in this
Agreement shall survive shall survive for two years after the date of this
Agreement. The right to indemnification, reimbursement or other remedy based on
such representations and warranties will not be affected by any investigation
conducted by the parties.

    


          10.2
EXPENSES.

    


          Except
as otherwise set forth herein, each of the parties to the Exchange shall bear
its own expenses incurred in connection with the negotiation and consummation of
the transactions contemplated by this Agreement.

    


          10.3
ENTIRE AGREEMENT.

    


          This
Agreement and the other Transactional Agreements contain the entire agreement of
the parties hereto, and supersede any prior written or oral agreements between
them concerning the subject matter contained herein, or therein. There are no
representations, agreements, arrangements or understandings, oral or written,
between the parties to this Agreement, relating to the subject matter contained
in this Agreement and the other Transaction Agreements, which are not fully
expressed herein or therein. The schedules and each exhibit attached to this
Agreement or delivered pursuant to this Agreement are incorporated herein by
this reference and constitute a part of this Agreement.

    


          10.4
COUNTERPARTS

    


          This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument.

    


          10.5
DESCRIPTIVE HEADINGS.

    


          The
Article and Section headings in this Agreement are for convenience only and
shall not affect the meanings or construction of any provision of this
Agreement.

    


    
 

    33

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          10.6
NOTICES.

    


          Any
notices required or permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given on the earlier to occur of the
date of personal delivery, the date of receipt or three (3) days after posting
by overnight courier or registered or certified mail, postage prepaid, addressed
as follows:

    


        If
to
E’JENIE:               Shenzhen
E’Jenie Technology Development Co., Ltd.

                                               A-3,
Xinglian Industrial Zone,

                                               Pingxin
Road, Ping Hu Town

                                               Longgang,
Shenzhen, China

     

        If
to
NEWN:                
NEW ENERGY SYSTEMS GROUP

                                               A-3,
Xinglian Industrial Zone,

                                               He
Hua Ling Pingxin Road, Xin Nan Ping Hu Town

                                               Longgang,
Shenzhen, China

     

    


        If
to NewPower:          SHENZHEN
NEWPOWER TECHNOLOGY CO., LTD.

                                               Room
620, Shenzhen International Cultural Building,

                                               Shennan
Central Rd., Futian District, Shenzhen, China

     

    


        If
to the Shareholders:    To such address or addresses set
forth on Schedule 1 annexed hereto.

    


    


          10.7
CHOICE OF LAW

    


          This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York without regard to choice of law principles. The parties hereto
consent to the jurisdiction of the courts of the state of New York, county of
New York and to the federal courts located in the county of New York, State of
New York.

    


          10.8
BINDING EFFECT; BENEFITS

    


          This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to confer on any Person other than the parties
or their respective successors and permitted assigns, the Shareholders and other
Persons expressly referred to herein, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

    


     

     

    


    34

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


          10.9
ASSIGNABILITY

    


          Neither
this Agreement nor any of the parties' rights hereunder shall be assignable by
any party without the prior written consent of the other parties and any
attempted assignment without such consent shall be void.

    


          10.10
WAIVER AND AMENDMENT

    


          Any
term or provision of this Agreement may be waived at any time by the party,
which is entitled to the benefits thereof. The waiver by any party of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach. The parties may, by mutual agreement in writing, amend
this Agreement in any respect. NewPower and the Shareholders hereby acknowledge
their intent that this Agreement includes as a party any holder of capital stock
in NewPower at the time of Closing. E’Jenie, NEWN, NewPower and the Shareholders
therefore agree that this Agreement may be amended, without the further consent
of any party to this Agreement, (i) to add as a new Shareholder any existing
shareholder of NewPower, and (ii) to modify Schedule 1 to reflect the addition
of such shareholder.

    


          10.11
ATTORNEYS' FEES.

    


          In
the event of any action or proceeding to enforce the terms and conditions of
this Agreement, the prevailing party shall be entitled to an award of reasonable
attorneys' and experts' fees and costs, in addition to such other relief as may
be granted.

    


          10.12
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.

    


          10.13
CONSTRUCTION.

    


          In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has or
has had the opportunity to consult independent legal counsel in China regarding
the legal effect and meaning of this document and all terms and conditions
hereof; (c) has been afforded the opportunity to negotiate as to any and all
terms hereof; and (d) is executing this Agreement voluntarily, free from any
influence, coercion or duress of any kind. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any
party.

    


     

    35

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


          IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the day and year first above written.

    


     

    NEW
ENERGY SYSTEMS GROUP

     

     By:

     -------------------------------------

     

    Name:

                                                           ------------------------------

    Title:

                                                           -----------------------------

     

     

    SHENZHEN
E’JENIE TECHNOLOGY DEVELOPMENT CO., LTD.

     

    By:

     

    -------------------------------------

     

    Name:

                                                           ------------------------------

    Title:

                                                           -----------------------------

    


     

    SHENZHEN
NEWPOWER TECHNOLOGY CO., LTD.

     

    By:

    -------------------------------------

     

    Name:

                                                            ------------------------------

    Title:

                                                            -----------------------------

    


     

    SHAREHOLDERS:

     

    See
attached Shareholder signature pages

    


    


    


    36

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


    EXHIBIT
A

    


    CERTAIN
DEFINITIONS

    


    For
purposes of the Agreement (including this Exhibit A):

    


          “Agreement”
shall mean the Share Exchange Agreement to which this Exhibit A is attached
(including all Schedules and Exhibits), as it may be amended from time to
time.

    


          “Approved
Plans” shall mean a stock option or similar plan for the benefit of employees or
others, which has been approved by the shareholders of NewPower.

    


          “Average
NEWN Stock Price” shall be US$6.42, based upon the average price of NEWN Common
Stock from November 25, 2009 through and including December 9, 2009, as reported
by the OTC Bulletin Board.

    


          “Breach.”
There shall be deemed to be a “Breach” of a representation, warranty, covenant,
obligation or other provision if there is or has been any inaccuracy in or
breach of, or any failure to comply with or perform, such representation,
warranty, covenant, obligation or other provision.

    


          “Certificates”
shall have the meaning specified in Section 1.3 of the Agreement.

    


          “E’Jenie”
shall have the meaning specified in the first paragraph of the
Agreement.

    


          “Closing”
shall have the meaning specified in Section 1.5 of the Agreement.

    


          “Closing
Date” shall have the meaning specified in Section 1.5 of the
Agreement.

    


          “Code”
shall have the meaning specified in the Recitals of this Agreement.

    


          “Confidential
Information” shall mean all nonpublic information disclosed by one party or its
agents (the “Disclosing Party”) to the other party or its agents (the “Receiving
Party”) that is designated as confidential or that, given the nature of the
information or the circumstances surrounding its disclosure, reasonably should
be considered as confidential. Confidential Information includes, without
limitation (i) nonpublic information relating to the Disclosing Party's
technology, customers, vendors, suppliers, business plans, intellectual
property, promotional and marketing activities, finances, agreements,
transactions, financial information and other business affairs, and (ii)
third-party information that the Disclosing Party is obligated to keep
confidential.

    


    Confidential
Information does not include any information that (i) is or becomes publicly
available without breach of this Agreement, (ii) can be shown by documentation
to have been known to the Receiving Party at the time of its receipt from the
Disclosing Party, (iii) is received from a third party who, to the knowledge of
the Receiving Party, did not acquire or disclose such information by a wrongful
or tortious act, or (iv) can be shown by documentation to have been
independently developed by the Receiving Party without reference to any
Confidential Information.

    


     

    


    37

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


    


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

    


          “Entity”
shall mean any corporation (including any non profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture,
estate, trust, cooperative, foundation, society, political party, union, company
(including any limited liability company or joint stock company), firm or other
enterprise, association, organization or entity.

    


          “Environmental
Laws” shall mean any Law or other requirement relating to the protection of the
environment, health, or safety from the release or disposal of hazardous
materials.

     
 

          “Environmental
Permit” means all licenses, permits, authorizations, approvals, franchises and
rights required under any applicable Environmental Law or Order.

    


          “Equity
Security” shall mean any stock or similar security, including, without
limitation, securities containing equity features and securities containing
profit participation features, or any security convertible into or exchangeable
for, with or without consideration, any stock or similar security, or any
security carrying any warrant, right or option to subscribe to or purchase any
shares of capital stock, or any such warrant or right.

    


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

    


          “Formation
Date” means the date in which Shenzhen NewPower Technology Co., Ltd. was
formed.

    


          “GAAP”
shall mean Generally Accepted Accounting Principles, applied on a consistent
basis.

    


          “Governmental
Authorization” shall mean any:

    


                (a)
permit, license, certificate, franchise, concession, approval, consent,
ratification, permission, clearance, confirmation, endorsement, waiver,
certification, designation, rating, registration, qualification or authorization
that is issued, granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Law; or

    


                (b)
right under any contract with any Governmental Body.

    


     

    


    


    38

      
        
           


        

        
           


          
            

          

        

        
           


        

      



         “Governmental
Body” shall mean any:

    


                (a)
nation, principality, state, commonwealth, province, territory, county,
municipality, 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 division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal);
or

    


                (d)
individual, Entity or body exercising, or entitled to exercise, any executive,
legislative, judicial, administrative, regulatory, police, military or taxing
authority or power of any nature, including any court, arbitrator,
administrative agency or commissioner, or other governmental authority or
instrumentality.

    


          “Indebtedness”
shall mean any obligation, contingent or otherwise. Any obligation secured by a
Lien on, or payable out of the proceeds of, or production from, property of the
relevant party will be deemed to be Indebtedness.

    


          “Intellectual
Property” means all industrial and intellectual property, including, without
limitation, all U.S. and non-U.S. patents, patent applications, patent rights,
trademarks, trademark applications, common law trademarks, Internet domain
names, trade names, service marks, service mark applications, common law service
marks, and the goodwill associated therewith, copyrights, in both published and
unpublished works, whether registered or unregistered, copyright applications,
franchises, licenses, know-how, trade secrets, technical data, designs, customer
lists, confidential and proprietary information, processes and formulae, all
computer software programs or applications, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to
the above, including manuals, memoranda, and records, whether such intellectual
property has been created, applied for or obtained anywhere throughout the
world.

    


          “Knowledge.”
A corporation shall be deemed to have “knowledge” of a particular fact or matter
only if a director or officer of such corporation has, had or should have had
actual knowledge of such fact or matter.

    


          “Laws”
means, with respect to any Person, any U.S. or non-U.S. federal, national,
state, provincial, local, municipal, international, multinational or other law
(including common law), constitution, statute, code, ordinance, rule, regulation
or treaty applicable to such Person.

    


          “Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien or charge,
right of first refusal, encumbrance or other adverse claim or interest of any
kind, including, without limitation, any conditional sale or other title
retention agreement, any lease in the nature thereof and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction and including any lien or charge arising by Law.

    


     

    39

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          “Material
Adverse Effect” means any change, effect or circumstance which, individually or
in the aggregate, would reasonably be expected to (a) have a material adverse
effect on the business, assets, financial condition or results of operations of
the affected party, in each case taken as a whole, or (b) materially impair the
ability of the affected party to perform its obligations under this Agreement
and the Transaction Agreements, excluding any change, effect or circumstance
resulting from (i) the announcement, pendency or consummation of the
transactions contemplated by this Agreement, (ii) changes in the United States
securities markets generally, or (iii) changes in general economic, currency
exchange rate, political or regulatory conditions in industries in which the
affected party operates.

    


          “Material
Contract” means any and all agreements, contracts, arrangements, understandings,
leases, commitments or otherwise, providing for potential payments by or to the
company in excess of US$10,000, and the amendments, supplements and
modifications thereto.

    


          “NEWN
Common Stock” shall mean the shares of common stock of NEWN.

    


          “NEWN
SEC Reports” shall have the meaning specified in Section 4.6 of the
Agreement.

    


          “NewPower
Balance Sheet” shall mean NewPower's audited balance sheet at December 31,
2008.

    


          “NewPower
Capital Stock” shall mean the shares of common stock of NewPower.

    


          “Order”
shall mean any award, decision, injunction, judgment, order, ruling, subpoena,
or verdict entered, issued, made, or rendered by any Governmental
Body.

    


          “Ordinary
Course of Business” shall mean an action taken by NewPower if (i) such action is
taken in normal operation, consistent with past practices, (ii) such action is
not required to be authorized by the Shareholders, Board of Directors or any
committee of the Board of the Directors or other governing body of NewPower and
(iii) does not require any separate or special authorization or consent of any
nature by any Governmental Body or third party.

     

    


    


    40

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          “Permitted
Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the
validity thereof is being contested in good faith by appropriate proceedings and
for the payment of which the relevant party has made adequate reserves; (b)
Liens in respect of pledges or deposits under workmen's compensation laws or
similar legislation, carriers, warehousemen, mechanics, laborers and material
men and similar Liens, if the obligations secured by such Liens are not then
delinquent or are being contested in good faith by appropriate proceedings
conducted and for the payment of which the relevant party has made adequate
reserves; and (c) statutory Liens incidental to the conduct of the business of
the relevant party which were not incurred in connection with the borrowing of
money or the obtaining of advances or credits and that do not in the aggregate
materially detract from the value of its property or materially impair the use
thereof in the operation of its business.

    


          “Person”
shall mean any individual, Entity or Governmental Body.

    


          “Pre-Closing
Period” shall mean the period commencing as of the date of the Agreement and
ending on the Closing Date.

    


          “Proceeding”
shall mean any action, suit, litigation, arbitration, proceeding (including any
civil, criminal, administrative, investigative or appellate proceeding and any
informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit,
examination or investigation, commenced, brought, conducted or heard by or
before, or otherwise has involved, any Governmental Body or any arbitrator or
arbitration panel.

    


          “Representatives”
of a specified party shall mean officers, directors, employees, attorneys,
accountants, advisors and representatives of such party, including, without
limitation, all subsidiaries of such specified party, and all such Persons with
respect to such subsidiaries. The Related Persons of NewPower shall be deemed to
be “Representatives” of NewPower.

    


          “SEC”
shall mean the Securities and Exchange Commission.

    


          “Securities
Act” shall mean the Securities Act of 1933, as amended.

    


          “Taxes”
shall mean all foreign, federal, state or local taxes, charges, fees, levies,
imposts, duties and other assessments, as applicable, including, but not limited
to, any income, alternative minimum or add-on, estimated, gross income, gross
receipts, sales, use, transfer, transactions, intangibles, ad valorem,
value-added, franchise, registration, title, license, capital, paid-up capital,
profits, withholding, payroll, employment, unemployment, excise, severance,
stamp, occupation, premium, real property, recording, personal property, federal
highway use, commercial rent, environmental (including, but not limited to,
taxes under Section 59A of the Code) or windfall profit tax, custom, duty or
other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalties or additions to tax with
respect to any of the foregoing; and “Tax” means any of the foregoing
Taxes.

    


     

    


    41

      
        
           


        

        
           


          
            

          

        

        
           


        

      



          “Tax
Group” shall mean any federal, state, local or foreign consolidated, affiliated,
combined, unitary or other similar group of which NewPower is now or was
formerly a member.

    


          “Tax
Return” shall mean any return, declaration, report, claim for refund or credit,
information return, statement or other similar document filed with any
Governmental Body with respect to Taxes, including any schedule or attachment
thereto, and including any amendment thereof.

    


          “Transactional
Agreements” shall mean this Agreement and any other documents required for the
closing of the transactions contemplated hereby.

    


    


    


     

     

    


    


    


    


    


    


    


    


    42

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    SCHEDULE
1

     
 

    NEWPOWER
OWNERS

    


    


    
      	
               

              Name and Address

            	
              % of Registered 

              Capital Stock of

              Newpower

            	
              Number of Shares of 

              New Energy Systems Group

            
	
              Dean
      Liu

              No.
      39, Huoshimen, Fenghuang Village, Tingzu Town, 

              Echeng
      District, Ezhou City, Hubei Province, China

            	
              30%

            	
              547,004

            
	
              Guofu
      Xiong

              Dahonshan
      Iron, No. 168, Wuchang Blvd., 

              Echeng
      District, Ezhou City, Hubei Province, China

            	
              70%

            	
              1,276,342

            
	
              Total

            	
              100%

            	
              1,823,346

            


    

    


     

    


    


    


    


    43

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


    


    COUNTERPART
SIGNATURE PAGE

    


    SHARE
EXCHANGE AGREEMENT

    AMONG

    NEW
ENERGY SYSTEMS GROUP,

    SHENZHEN
E’JENIE TECHNOLOGY DEVELOPMENT CO., LTD.

    SHENZHEN
NEWPOWER TECHNOLOGY CO., LTD.

    AND THE
SHAREHOLDERS NAMED THEREIN

    


    A. The undersigned shareholder of
Shenzhen Newpower Technology Co., Ltd. (“NewPower”)
desires to enter into the Share Exchange Agreement dated December 10, 2009 (the
“Agreement”), among New Energy Systems Group, NewPower and the Shareholders of
NewPower named therein, a copy of which has been delivered to the
undersigned.

     

       
B.
The undersigned hereby adopts, accepts and agrees to all of the terms and
provisions of the Agreement.

    


    C. The
undersigned represents and warrants as follows:

     

    (i)           The
shares of NEWN Common Stock are being offered and sold to it in reliance on an
exemption from the registration requirements of United States federal and state
securities laws under Regulation S promulgated under the Securities Act and NEWN
is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Shareholder set forth
herein in order to determine the applicability of such exemptions and the
suitability of the Shareholder to acquire the shares of NEWN Common
Stock.

     

    (ii)           The
Shareholder is not a U.S. Person (as defined below) and is not be an affiliate
(as defined in Rule 501(b) under the Securities Act) of NEWN. A U.S. Person
means any one of the following:

     

    (A)           Any
natural person residing in the United States of America;

     

    (B)           Any
partnership or corporation organized or incorporated under the laws of the
United States of America;

     

    (C)           Any
estate of which any executor or administrator is a U.S. person;

     

    (D)           Any
trust of which any trustee is a U.S. person;

     

    (E)           Any
agency or branch of a foreign entity located in the United States of
America;

     

    (F)           Any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S.
person;

     

    (G)           Any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated or (if an individual)
resident in the United States of America; and

     

    (H)           Any
partnership or corporation if:

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (1)           Organized
or incorporated under the laws of a foreign jurisdiction; and

     

    (2)           Formed
by a U.S. person principally for the purpose of investing insecurities not registered under the Securities
Act, unless it is organized or incorporated, and owned, by accredited investors
(as defined in Rule 501(a) under the Securities Act) who are not natural
persons, estates or trusts.

     

    (iii)           At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery hereof, the Shareholder was outside of the United
States.

     

    (iv)           The
Shareholder shall not, during the period commencing on the date of issuance of
the shares of NEWN Common Stock and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other
applicable securities law (the “Restricted Period”), offer, sell, pledge or
otherwise transfer the shares in the United States, or to a U.S. Person for the
account or benefit of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S.

     

    (v)   The Shareholder
shall, after expiration of the Restricted Period, offer, sell, pledge or
otherwise transfer the shares of NEWN Common Stock only pursuant to registration
under the Securities Act or an available exemption there from and, in accordance
with all applicable state and foreign securities laws.

     

    (vi)           The
Shareholder has not in any jurisdiction, engaged in, and prior to the expiration
of the Restricted Period will not engage in, any short selling of or any hedging
transaction with respect to any of the shares of NEWN Common Stock, including
without limitation, any put, call or other option transaction, option writing or
equity swap.

     

    (vii)           
The Shareholder, nor or any person acting on his/her/its behalf has engaged, nor
will engage, in any directed selling efforts to U.S. Persons with respect to the
shares of NEWN Common Stock and the Shareholder and any person acting on its
behalf has and will comply with the “offering restrictions” requirements of
Regulation S under the Securities Act.

     

    (viii)           The
transactions contemplated by the Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.

     

    (ix)           Neither
the Shareholder nor any person acting on its behalf has undertaken or carried
out any activity for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares. The Shareholder agrees not to
cause any advertisement of the shares of NEWN Common Stock to be published in
any newspaper or periodical or posted in any public place and not to issue any
circular relating to the shares of NEWN Common Stock in the U.S. or its
territories and only in compliance with any local applicable securities
laws.

     

          D.  This
Counterpart Signature Page has been executed by the undersigned Shareholder. The
parties to the Agreement are hereby authorized to attach this Counterpart
Signature Page to a copy of the Agreement, together with executed Counterpart
Signature Pages of the other Shareholders. The undersigned agrees that when this
Counterpart Signature Page has been appended to the Agreement, the Agreement
shall thereupon become a binding agreement between the undersigned, NEWN,
E’Jenie, NewPower and other Shareholders who have

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    executed
similar Counterpart Signature Pages, enforceable against the undersigned in
accordance with its terms, without further action by the
undersigned.

    


          IN
WITNESS WHEREOF, the undersigned has executed and delivered this Counterpart
Signature Page as of the _____ day of
December 2009.

    


                                            SHAREHOLDER:

    


                                            By:
______________________________

                                            Name:
Dean
Liu                                                


    


     

       Number of Shares
owned: ____________________________

     

                                            By:
______________________________

                                            Name:
Guofu
Xiong                                         


    


     

       Number of Shares
owned: ____________________________