STOCK PURCHASE AGREEMENT 


 


This Stock Purchase Agreement (the
“Agreement”) is made as of April 25, 2012, by and among Mark E. Crone (the “Seller”
) and the purchasers listed on Exhibit A (together, the “Purchasers,” each,
a “Purchaser”).


 


RECITALS 


 


WHEREAS, Seller is the record and beneficial owner of 100,000
shares of common stock, $0.001 par value per share (the “Common Stock”) of Time Essence, Inc., a Nevada corporation
(the “Company”); and


 


WHEREAS, Seller desires to sell all of his shares of Common
Stock (the “Shares”), and the Purchasers desire to purchase the Shares, for the consideration set forth below
and subject to all of the terms, conditions, promises, representations and warranties set forth herein.


 


AGREEMENT 


 


NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Sale and the Shares. Subject
to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), Seller hereby agrees that it shall sell,
assign, transfer, convey and deliver the Shares to the Purchasers for the price (the “Purchase Price”) and in the amounts
set forth on Exhibit A.


 


2. Payment by the Purchasers.
Subject to the terms and conditions of this Agreement, at the Closing, each Purchaser hereby agrees to purchase for cash the number
of Shares set forth opposite his or her name on Exhibit A from the Seller for the Purchase Price to be paid by such Purchaser as
set forth on Exhibit A. At the Closing, each Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
to such account as the Seller shall designate in writing.


 


3. Closing. The Closing of
the sale to, and purchase by, the Purchasers of the Shares (the “Closing”) shall occur at the offices of The
Crone Law Group, 101 Montgomery St., Suite 2650, San Francisco, California 94104 on the date hereof, or such later date and place
as the Seller and the Purchasers may agree (the “Closing Date”). At the Closing, the Seller shall deliver to
each Purchaser a certificate(s) representing the Shares purchased against the purchase price therefor.


 


4. Representations & Warranties
of Seller. Seller hereby, represents and warrants to Purchasers as of the date hereof and as of the Closing Date, that:


 



    	 



    	 



    

 


(a) Seller has all necessary power and authority
under all applicable provisions of applicable law to execute and deliver this Agreement and to carry out the provisions hereof.
All action on Seller’s part required for the lawful execution and delivery of this Agreement has been taken as of the date
hereof.


 


(b) This Agreement has been duly and validly
executed and delivered by Seller, and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights, and/or (ii) as limited by general principles of equity that restrict
the availability of equitable remedies.


 


(c) The execution, delivery and performance
of this Agreement by Seller will not: (i) contravene any law, rule or regulation of any state or of the United States, or any order,
writ, judgment, injunction, decree, determination or award, or cause the suspension or revocation of any authorization, consent,
approval or license, presently in effect that affects or binds Seller; or (ii) conflict with or result in a material breach of
or default under any indenture or loan or credit agreement or any other agreement or instrument to which Seller is a party or by
which Seller or its properties may be affected or bound.


 


(d) Seller has not relied upon any representation
or other information from the Purchasers (whether oral or written) with respect to the Company other than as set forth in this
Agreement.


 


(e) Seller has adequate information concerning
the business and financial condition of the Company to make an informed decision regarding the sale of its Shares and has independently
and without reliance upon the Purchasers or their agents made its own analysis and decision to sell the Shares.


 


5. Representations & Warranties
or Purchasers. Each Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing
Date, that:


 


(a) Purchaser has all necessary power and
authority under all applicable provisions of applicable law to execute and deliver this Agreement and to carry out the provisions
hereof. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement has been taken as
of the date hereof.


 


(b) This Agreement has been duly and validly
executed and delivered by Purchaser, and constitutes the valid and binding agreement of Purchaser, enforceable against Purchaser
in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws
of general application affecting enforcement of creditors’ rights, and/or (ii) as limited by general principles of equity
that restrict the availability of equitable remedies.


 


(c) The execution, delivery and performance
of this Agreement by Purchaser will not: (i) contravene any law, rule or regulation of any state or of the United States, or any
order, writ, judgment, injunction, decree, determination or award, or cause the suspension or revocation of any authorization,
consent, approval or license, presently in effect that affects or binds Purchaser; or (ii) conflict with or result in a material
breach of or default under any indenture or loan or credit agreement or any other agreement or instrument to which Purchaser is
a party or by which Purchaser or its properties may be affected or bound.


 



    	 



    	 



    

 


(d) The Shares being acquired by Purchaser
are being acquired for investment for Purchaser’s own account only, and not with a view to, or for resale in connection with,
any “distribution” of such Shares within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(e) Purchaser has adequate information concerning
the business and financial condition of the Company to make an informed decision regarding the purchase of the Shares and independently
and without reliance upon the Seller or its agents has made its own analysis and decision to purchase the number of Shares set
forth next to his or her name on Exhibit A.


 


1.1           Disclosure
of Information. Purchaser has received all the information he or she considers necessary or appropriate for deciding whether
to purchase the Shares and that Purchaser has had an opportunity to ask questions and receive answers from the Company and the
Seller regarding the terms and conditions of this transaction and the business, properties, prospects and financial condition of
the Company.


 


1.2           Investment
Experience. Purchaser understands that the purchase of the Shares involves substantial risk. Purchaser acknowledges that Purchaser
can bear the economic risk of his or her investment and has such knowledge and experience in financial or business matters that
he or she is capable of evaluating the merits and risks of his or her investment in the Shares.


 


1.3           Accredited
Investor. Purchaser is an “accredited investor” within the meaning of Securities Exchange Commission (“SEC”)
Rule 501 of Regulation D, as presently in effect.


 


1.4           Restricted
Securities. Purchaser understands that the Shares are characterized as “restricted securities” under the federal
securities laws inasmuch as they are being acquired from an affiliate of the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
only in certain limited circumstances.


 


1.5           Legends.
Purchaser understands that the certificates evidencing the Shares may bear a legend substantially similar to the following:


 


“THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”


 


6. Miscellaneous.


 


(a) Governing Law. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law.


 



    	 



    	 



    

 


(b) Entire Agreement; Enforcement
of Rights; Amendment. This Agreement, together with any appendices hereto, sets forth the entire agreement and understanding
of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by a party to enforce any rights under this Agreement shall not be construed as a waiver of any
rights of such party. No amendment or waiver of this Agreement will be effective with respect to any party unless made in writing
and signed by the parties hereto.


 


(c) Construction. This Agreement
is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any;
accordingly, this Agreement shall be deemed to be the product of all of the parties, and no ambiguity shall be construed in favor
of or against any one of the parties.


 


(d) Counterparts; Originals.
This Agreement may be executed in one or more counterparts and by PDF or facsimile, each of which shall be deemed an original and
all of which together shall constitute one instrument.


 


(e) Attorneys’ Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.


 


(f) Delays or Omissions. No
delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default
of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party
nor shall it be construed to be a waiver of any such breach or default, nor an acquiescence therein, nor a waiver of or acquiescence
in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver, permission, consent or approval of any kind or
character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.


 


(g) Severability. If one or
more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 



    	 



    	 



    

 


(h) Specific Performance.
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek specific performance
of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity.


 


(i) Successors and Assigns.
The terms of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns; provided, however, this Agreement will be assignable by Purchaser only with the prior written consent of Seller.


 


(j) Survival. Each of the
representations and warranties, covenants and agreements, set forth in this Agreement shall survive the Closing under this Agreement.


 


(k) Word Usage. Unless the
context of this Agreement clearly requires otherwise, (a) the masculine, feminine, and neuter genders shall each be deemed to include
the others; (b) “shall,” “will,” “must,” or “agrees” are mandatory, and “may”
is permissive; (c) “or” is not exclusive; and (d) “includes” and “including” are not limiting.


 


(l) Further Assurances. Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby, including,
with respect to Seller, execution, acknowledgement and delivery of all further assignments, transfers and any other such instruments
of conveyance, upon the reasonable request of the Purchasers, to confirm the sale of the Shares hereunder.


 


(m) Transaction Expenses.
The parties shall be responsible for their own fees and expenses related to the transactions contemplated by this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Stock Purchase Agreement as of the date first set forth above.


 


	SELLERS	 
	 	 
	/s/ Mark E. Crone	 
	Name: Mark E. Crone	 
	 	 
	PURCHASERS	 
	 	 
	/s/ Yong Xu	 
	Name: Yong Xu	 
	 	 
	/s/ Yahong Zhao	 
	Name: Yahong Zhao	 
	 	 
	/s/ Yinghua Zhang	 
	Name: Yinghua Zhang	 
	 	 
	/s/ Zhenlin Song	 
	Name: Zhenlin Song	 
	 	 
	/s/ Suhang Jiang	 
	Name: Suhang Jiang	 


 



    	 



    	 



    

 


EXHIBIT A


 


Schedule of Purchasers


 


	Purchaser	 	Shares	 	 	Percentage of Ownership	 	 	Purchase Amount ($)	 
	Yong Xu	 	 	35,000	 	 	 	35	%	 	 	7,656.25	 
	Yahong Zhao	 	 	45,000	 	 	 	45	%	 	 	9,843.75	 
	Yinghua Zhang	 	 	10,000	 	 	 	10	%	 	 	2,187.50	 
	Zhenlin Song	 	 	5,000	 	 	 	5	%	 	 	1093.75	 
	Suhang Jiang	 	 	5,000	 	 	 	5	%	 	 	1093.75	 
	Total	 	 	100,000	 	 	 	100.00	%	 	 	21,875.00