Exhibit 10.1


 


 


 


 


 


 


SHARE EXCHANGE AGREEMENT


  


BY AND AMONG


  


AGM GROUP HOLDINGS, INC.


 


AND


 


ANYI NETWORK INC.


 


AND


 


SHAREHOLDERS OF ANYI NETWORK INC.


  


Dated as of: July 26, 2019


  



     


     


    

 


TABLE OF CONTENTS


 


	Article I DEFINITIONS	1
	Section 1.1	Definitions	1
	 	 	 
	Article II SHARE EXCHANGE; CLOSING	6
	Section 2.1	Share Exchange	6
	Section 2.2	Closing	6
	Section 2.3	Closing Deliveries by Acquiror	6
	Section 2.4	Removed and Reserved	7
	Section 2.5	Closing Deliveries by Acquiree and Acquiree Shareholders	7
	 	 	 
	Article III REPRESENTATIONS OF ACQUIREE SHAREHOLDERS	7
	Section 3.1	Authority	7
	Section 3.2	Binding Obligations	7
	Section 3.3	No Conflicts	8
	Section 3.4	Ownership of Shares	8
	Section 3.5	Certain Proceedings	8
	Section 3.6	No Brokers or Finders	9
	Section 3.7	Investment Representations	9
	Section 3.8	Stock Legends	11
	Section 3.9	Disclosure	13
	 	 	 
	Article IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE	13
	Section 4.1	Organization and Qualification	13
	Section 4.2	Authority	13
	Section 4.3	Binding Obligations	14
	Section 4.4	No Conflicts	14
	Section 4.5	Organizational Documents	14
	Section 4.6	Capitalization	15
	Section 4.7	No Brokers or Finders	15
	Section 4.8	Disclosure	15
	 	 	 
	Article V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDERS	16
	Section 5.1	Organization and Qualification	16
	Section 5.2	Authority	16
	Section 5.3	Binding Obligations	17
	Section 5.4	No Conflicts	17
	Section 5.5	Organizational Documents	18
	Section 5.6	Capitalization	18
	Section 5.7	Compliance with Laws	19
	Section 5.8	Certain Proceedings	19
	Section 5.9	No Brokers or Finders	20
	Section 5.10	Contracts	20
	Section 5.11	Environmental Laws	20
	Section 5.12	SEC Reports	20



  



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	Section 5.13	Listing and Maintenance Requirements	21
	Section 5.14	Application of Takeover Protections	21
	Section 5.15	Investment Company	21
	Section 5.16	Bank Holding Company Act	21
	Section 5.17	Money Laundering Laws	22
	Section 5.18	Foreign Corrupt Practices	22
	Section 5.19	DTC Eligibility	22
	 	 	 
	Article VI CONDUCT PRIOR TO CLOSING	22
	Section 6.1	Conduct of Business	22
	Section 6.2	Restrictions on Conduct of Business	23
	 	 	 
	Article VII ADDITIONAL AGREEMENTS	24
	Section 7.1	Access to Information	24
	Section 7.2	Legal Requirements	24
	Section 7.3	Notification of Certain Matters	24
	Section 7.4	Acquisition Proposals	24
	 	 	 
	Article VIII POST CLOSING COVENANTS	25
	Section 8.1	General	25
	Section 8.2	Litigation Support	25
	Section 8.3	Public Announcements	26
	 	 	 
	Article iX CONDITIONS TO CLOSING	26
	Section 9.1	Conditions to Obligation of the Parties Generally	26
	Section 9.2	Conditions to Obligation of the Acquiree Parties	26
	Section 9.3	Conditions to Obligation of the Acquiror Parties	28
	 	 	 
	Article X TERMINATION	29
	Section 10.1	Grounds for Termination	29
	Section 10.2	Procedure and Effect of Termination	30
	Section 10.3	Effect of Termination	31
	 	 	 
	Article XI SURVIVAL; INDEMNIFICATION	31
	Section 11.1	Survival	31
	Section 11.2	Indemnification by the Acquiror Principal Shareholders	31
	Section 11.3	Matters Involving Third Parties	31
	Section 11.4	Exclusive Remedy	32
	 	 	 
	Article XII MISCELLANEOUS PROVISIONS	32
	Section 12.1	Expenses	32
	Section 12.2	Confidentiality	33
	Section 12.3	Notices	33
	Section 12.4	Further Assurances	34
	Section 12.5	Waiver	34
	Section 12.6	Entire Agreement and Modification	34
	Section 12.7	Assignments, Successors, and No Third-Party Rights	34
	Section 12.8	Severability	35
	Section 12.9	Section Headings	35
	Section 12.10	Construction	35
	Section 12.11	Counterparts	35
	Section 12.12	Specific Performance	35
	Section 12.13	Governing Law; Submission to Jurisdiction	36
	Section 12.14	Waiver of Jury Trial	36


 



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SHARE EXCHANGE AGREEMENT


 


This SHARE EXCHANGE
AGREEMENT (“Agreement”), dated as of July 26, 2019, is made by and among AGM Group Holdings, Inc., an
exempted company organized under the laws of the British Virgin Islands (the “Acquiror”), Anyi Network Inc.,
an exempted company organized under the laws of Cayman Islands (the “Acquiree”), and each of the Persons listed
on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,”
and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree
and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS:


 


WHEREAS, the Acquiree
Shareholders have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Acquiree Shareholders, all
of the Acquiree Shares (as defined below), which Acquiree Shares constitute 100% of the outstanding shares of Acquiree Ordinary
Shares (as defined below), in exchange for the Acquiror Shares (as defined below), which Acquiror Shares shall constitute approximately
2.18% of the Acquiror’s issued and outstanding Class A ordinary shares immediately after the closing of the transactions
contemplated herein, in each case, on the terms and conditions as set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing premises, and the covenants, representations and warranties set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the Parties, intending to
be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


Section 1.1 Definitions.
For all purposes of and under this Agreement, the following terms shall have the following respective meanings:


 


“Acquiree”
has the meaning set forth in the preamble.


 


“Acquiree
Indemnified Parties” means the Acquiree and the Acquiree Shareholders and their respective Affiliates and the officers,
directors and representatives of such Persons; provided that (i) the Acquiror shall be a member of the Acquiree Indemnified Parties
after the Closing and (ii) none of the Acquiror Principal Shareholders nor any of the Acquiror Principal Shareholders’ Affiliates
shall be members of the Acquiree Indemnified Parties at any time.


 


“Acquiree
Ordinary Share” means the ordinary share, par value $0.0001, of the Acquiree.


 


“Acquiree
Organizational Documents” has the meaning set forth in Section 4.6.


  



     


     


    

 


“Acquiree
Shareholder” and “Acquiree Shareholders” have the respective meanings set forth in the preamble.


 


“Acquiree
Shares” has the meaning set forth in Section 2.1.


 


“Acquiror”
has the meaning set forth in the recitals.


 


“Acquiror
Ordinary Share” means the Class A ordinary shares, par value $0.001, of the Acquiror.


 


“Acquiror
Disclosure Schedule” has the meaning set forth in Article III.


 


“Acquiror
Most Recent Fiscal Year End” means December 31, 2018.


 


“Acquiror
Organizational Documents” has the meaning set forth in Section 5.6.


 


“Acquiror
Principal Shareholder” and “Acquiror Principal Shareholders” have the respective meanings set forth
in the preamble.


 


“Acquiror
Shares” has the meaning set forth in Section 2.1.


 


“Acquisition
Transaction” means any transaction or series of transactions involving: (a) any merger, consolidation, share exchange,
business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction;
or (b) any sale (other than sales of inventory in the Ordinary Course of Business), lease (other than in the Ordinary Course of
Business), exchange, transfer (other than sales of inventory in the Ordinary Course of Business), license (other than nonexclusive
licenses in the Ordinary Course of Business), acquisition or disposition of assets.


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or threatened before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal,
state, county, local or foreign), stock market, stock exchange or trading facility.


 


“Affiliate”
has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.


 


“Agreement”
has the meaning set forth in the preamble.


 


“BHCA”
has the meaning set forth in Section 5.26.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required
or authorized to be closed.


 


“Closing”
has the meaning set forth in Section 2.3.


 


“Closing Date”
has the meaning set forth in Section 2.3.


  



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“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Competing
Transaction Proposal” means any inquiry, proposal, indication of interest or offer from any Third Party contemplating
or otherwise relating to any Acquisition Transaction directly or indirectly involving the Acquiror, its business or any assets
of the Acquiror (including, without limitation, any Acquisition Transaction involving Acquiror Principal Shareholder that would
include the Acquiror, its business or any assets of the Acquiror).


 


“Contract”
means any written or oral contract, lease, license, indenture, note, bond, agreement, arrangement, understanding, permit, concession,
franchise or other instrument.


 


“Damages”
has the meaning set forth in Section 12.2.


 


“DTC”
has the meaning set forth in Section 5.31.


 


“Environmental
Laws” has the meaning set forth in Section 5.17.


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“FAST”
has the meaning set forth in Section 5.31.


 


“Federal Reserve”
has the meaning set forth in Section 5.26.


 


“GAAP”
means, with respect to any Person, generally accepted accounting principles in the U.S. applied on a consistent basis with such
Person’s past practices.


 


“Governmental
Authority” means any domestic or foreign, federal or national, state or provincial, municipal or local government, governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
political subdivision, commission, court, tribunal, official, arbitrator or arbitral body.


 


“Hazardous
Materials” has the meaning set forth in Section 5.17.


 


“Indebtedness”
means without duplication, (a) all indebtedness or other obligation of the Person for borrowed money, whether current, short-term,
or long-term, secured or unsecured, (b) all indebtedness of the Person for the deferred purchase price for purchases of property
outside the Ordinary Course of Business, (c) all lease obligations of the Person under leases which are capital leases in accordance
with GAAP, (d) any off-balance sheet financing of the Person including synthetic leases and project financing, (e) any payment
obligations of the Person in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit
in support of ordinary course trade payables), (f) any liability of the Person with respect to interest rate swaps, collars, caps
and similar hedging obligations, (g) any liability of the Person under deferred compensation plans, phantom stock plans, severance
or bonus plans, or similar arrangements made payable as a result of the transactions contemplated herein, (h) any indebtedness
referred to in clauses (a) through (g) above of any other Person which is either guaranteed by, or secured by a security interest
upon any property owned by, the Person and (i) accrued and unpaid interest of, and prepayment premiums, penalties or similar contractual
charges arising as result of the discharge at Closing of, any such foregoing obligation.


  



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“Indemnified
Party” has the meaning set forth in Section 12.3(a).


 


“Indemnifying
Party” has the meaning set forth in Section 12.3(a).


 


“Intellectual
Property” means all industrial and intellectual property, including, without limitation, all 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”
shall mean, except as otherwise explicitly provided herein, actual knowledge after reasonable investigation. The Acquiror shall
be deemed to have “Knowledge” of a matter if any of its officers, directors, stockholders, or employees has Knowledge
of such matter. Phrases such as “to the Knowledge of the Acquiror” or the “Acquiror’s Knowledge”
shall be construed accordingly.


 


“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.


 


“Liability”
means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.


 


“License”
means any security clearance, permit, license, variance, franchise, Order, approval, consent, certificate, registration or other
authorization of any Governmental Authority or regulatory body, and other similar rights.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge 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.


 


“Material
Adverse Effect” means, with respect to any Person, a material adverse effect on the business, financial condition, operations,
results of operations, assets, customer, supplier or employee relations or future prospects of such Person.


  



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“Money Laundering
Laws” has the meaning set forth in Section 5.27.


 


“Order”
means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Authority or regulatory body.


 


“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect
to quantity and frequency).


 


“Party”
and “Parties” have the respective meanings set forth in the preamble.


 


“Person”
means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint
ventures and other entities, governments, agencies and political subdivisions.


 


“Post-Closing
Period” has the meaning set forth in Section 9.2.


 


“Pre-Closing
Period” has the meaning set forth in Section 9.2.


 


“Principal
Market” means the Nasdaq Capital Market.


 


“Registration
Statements” has the meaning set forth in Section 5.18(b).


 


“Regulation
S” means Regulation S under the Securities Act, as the same may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.


 


“SEC”
means the U.S. Securities and Exchange Commission, or any successor agency thereto.


 


“SEC Reports”
has the meaning set forth in Section 5.18(a).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same will be in effect at the time.


 


“Share Exchange”
has the meaning set forth in Section 2.1.


 


“Tax Return”
means all returns, declarations, reports, estimates, statements, forms and other documents filed with or supplied to or required
to be provided to a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and any amendment
thereof.


 


“Tax”
or “Taxes” means all taxes, assessments, duties, levies or other charge imposed by any Governmental Authority
of any kind whatsoever together with any interest, penalties, fines or additions thereto and any liability for payment of taxes
whether as a result of (i) being a member of an affiliated, consolidated, combined, unitary or similar group for any period, (ii)
any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any Person, (iii)
being liable for another Person’s taxes as a transferee or successor otherwise for any period, or (iv) operation of Law.


  



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“Third Party”
has the meaning set forth in Section 7.4(a).


 


“Third Party
Claim” has the meaning set forth in Section 12.3(a).


 


“Transaction
Documents” means, collectively, this Agreement and all agreements, certificates, instruments and other documents to be
executed and delivered in connection with the transactions contemplated by this Agreement.


 


“Treasury
Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of succeeding regulations).


 


“U.S.”
means the United States of America.


 


“U.S. Person”
has the meaning set forth in Regulation S under the Securities Act.


 


Article
II

SHARE EXCHANGE; CLOSING


 


Section 2.1 Share
Exchange. At the Closing, the Acquiree Shareholders shall sell, transfer, convey, assign and deliver 7,010,000 shares
of Acquiree Ordinary Share (the “Acquiree Shares”), representing all of the issued and outstanding shares of
Acquiree Ordinary Share, to the Acquiror, and in consideration therefor, subject to Section 2.2, the Acquiror shall pay
Four Hundred Thousand U.S. Dollars (US$400,000) in cash and issue an aggregate of Four Hundred Seventy Five Thousand (475,000)
duly authorized, fully paid and nonassessable shares of Acquiror Ordinary Share (the “Acquiror Shares”) valued
at US$16.00 per ordinary share to the Acquiree Shareholders in the amounts set forth beside the name of each such Acquiree Shareholder
on Schedule I hereto (the “Share Exchange”). For the avoidance of doubt, the total consideration underlying
the Share Exchange shall be Eight Million U.S. Dollar ($US 8,000,000).


 


Section 2.2 Closing.
Upon the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement shall take place
at a closing (the “Closing”) to be held at the offices of the Acquiror at a time and date to be specified by
the Parties, which shall be no later than second (2nd) Business Day following the satisfaction or, if permitted pursuant hereto,
waiver of the conditions set forth in Article IX, or at such other location, date and time as Acquiree and Acquiror Principal
Shareholder shall mutually agree. The date and time of the Closing is referred to herein as the “Closing Date.”


   



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Section 2.3 Closing
Deliveries By
Acquiror. At the Closing: (a) the Acquiror shall deliver, or cause to be delivered, a certificate evidencing the number of
Acquiror Shares set forth beside each Acquiree Shareholder’s name on Schedule I hereto to such Acquiree Shareholder;
and (b) the Acquiror shall deliver, or cause to be delivered, to the Acquiree and the Acquiree Shareholders, as applicable, the
various documents required to be delivered as a condition to the Closing pursuant to Section 10.2 hereof.


 


 Section 2.4 Removed and Reserved.


 


Section 2.5 Closing
Deliveries by Acquiree and Acquiree Shareholders. At the Closing: (a) each Acquiree Shareholder shall deliver, or cause to
be delivered, certificate(s) representing such Acquiree Shareholder’s Acquiree Shares, accompanied by an executed instrument
of transfer for transfer by such Acquiree Shareholder of such Acquiree Shareholder’s Acquiree Shares to the Acquiror; and
(b) the Acquiree and the Acquiree Shareholders, as applicable, shall deliver, or cause to be delivered, to the Acquiror and the
Acquiror Principal Shareholders, as applicable, the various documents required to be delivered as a condition to the Closing pursuant
to Section 10.3 hereof.


 


Article
III

REPRESENTATIONS OF ACQUIREE SHAREHOLDERS


 


The Acquiree Shareholders
severally, and not jointly, hereby represent and warrant to the Acquiror that the statements contained in this Article III
are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made
then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article III) (except
where another date or period of time is specifically stated herein for a representation or warranty).


 


Section 3.1 Authority.
Such Acquiree Shareholder has all requisite authority and power to enter into and deliver this Agreement and any of the other
Transaction Documents to which such Acquiree Shareholder is a party, and any other certificate, agreement, document or instrument
to be executed and delivered by such Acquiree Shareholder in connection with the transactions contemplated hereby and thereby
and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This
Agreement has been, and each of the Transaction Documents to which such Acquiree Shareholder is a party will be, duly and validly
authorized and approved, executed and delivered by such Acquiree Shareholder.


 


Section 3.2 Binding
Obligations. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered
by the parties hereto and thereto other than such Acquiree Shareholder, this Agreement and each of the Transaction Documents to
which such Acquiree Shareholder is a party are duly authorized, executed and delivered by such Acquiree Shareholder, and constitutes
the legal, valid and binding obligations of such Acquiree Shareholder, enforceable against such Acquiree Shareholder in accordance
with their respective 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.


  



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Section 3.3 No
Conflicts. Neither the execution or delivery by such Acquiree Shareholder of this Agreement or any Transaction Document to
which such Acquiree Shareholder is a party, nor the consummation or performance by such Acquiree Shareholder of the transactions
contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision
of the organizational documents of such Acquiree Shareholder (if such Acquiree Shareholder is not a natural Person); (b) contravene,
conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination or acceleration of, any agreement or instrument to which such Acquiree Shareholder
is a party or by which the properties or assets of such Acquiree Shareholder are bound; or (c) contravene, conflict with, result
in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
impair the rights of such Acquiree Shareholder under, or alter the obligations of any Person under, or create in any Person the
right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a Governmental Authority
or any other Person) pursuant to, or result in the creation of a Lien on any of the assets or properties of the Acquiror under,
any note, bond, mortgage, indenture, Contract, License, permit, franchise or other instrument or obligation to which such Acquiree
Shareholder is a party or any of such Acquiree Shareholder’s assets and properties are bound or affected, except, in the
case of clauses (b) or (c) for any such contraventions, conflicts, violations, or other occurrences as would not have a Material
Adverse Effect on such Acquiree Shareholder.


 


Section 3.4 Ownership
of Shares. Such Acquiree Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the
right to transfer to the Acquiror pursuant to this Agreement, such Acquiree Shareholder’s Acquiree Shares free and clear
of any and all Liens. there are no options, rights, voting trusts, stockholder agreements or any other Contracts or understandings
to which such Acquiree Shareholder is a party or by which such Acquiree Shareholder or such Acquiree Shareholder’s Acquiree
Shares are bound with respect to the issuance, sale, transfer, voting or registration of such Acquiree Shareholder’s Acquiree
Shares. At the Closing Date, the Acquiror will acquire good, valid and marketable title to such Acquiree Shareholder’s Acquiree
Shares free and clear of any and all Liens.


 


Section 3.5 Certain
Proceedings. There is no Action pending against, or to the Knowledge of such Acquiree Shareholder, threatened against or affecting,
such Acquiree Shareholder by any Governmental Authority or other Person with respect to such Acquiree Shareholder that challenges,
or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated
by this Agreement.


  



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Section 3.6 No
Brokers or Finders. No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim
against such Acquiree Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity,
based upon arrangements made by or on behalf of such Acquiree Shareholder and such Acquiree Shareholder will indemnify and hold
the Acquiror and the Acquiror Principal Shareholders harmless against any liability or expense arising out of, or in connection
with, any such claim.


 


Section 3.7 Investment
Representations. Each Acquiree Shareholder severally, and not jointly, hereby represents and warrants, solely with respect
to itself and not any other Acquiree Shareholder, to the Acquiror as follows:


 


(a) Purchase
Entirely for Own Account. Such Acquiree Shareholder is acquiring such Acquiree Shareholder’s portion of the Acquiror
Shares proposed to be acquired hereunder for investment for its own account and not with a view to the resale or distribution of
any part thereof, and such Acquiror Shareholder has no present intention of selling or otherwise distributing such Acquiror Shares,
except in compliance with applicable securities Laws.


 


(b) Restricted
Securities. Such Acquiree Shareholder understands that the Acquiror Shares are characterized as “restricted securities”
under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Acquiror
Shares would be acquired in a transaction not involving a public offering. The issuance of the Acquiror Shares hereunder is being
effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act. Such Acquiree Shareholder
further acknowledges that if the Acquiror Shares are issued to such Acquiree Shareholder in accordance with the provisions of this
Agreement, such Acquiror Shares may not be resold without registration under the Securities Act or the existence of an exemption
therefrom. Such Acquiree Shareholder represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the Securities Act


 


(c) Acknowledgment
of Non-Registration. Such Acquiree Shareholder understands and agrees that the Acquiror Shares to be issued pursuant to this
Agreement have not been registered under the Securities Act or the securities Laws of any state of the U.S.


 


(d) Status.
By its execution of this Agreement, such Acquiree Shareholder represents and warrants to the Acquiror as indicated on its signature
page to this Agreement, either that: (i) such Acquiree Shareholder is an Accredited Investor; or (ii) such Acquiree Shareholder
is not a U.S. Person. Such Acquiree Shareholder understands that the Acquiror Shares are being offered and sold to such Acquiree
Shareholder in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of such Acquiree Shareholder set forth in this Agreement, in order that the Acquiror may determine the applicability and availability
of the exemptions from registration of the Acquiror Shares on which the Acquiror is relying.


  



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(e) Additional
Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the
Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend
on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a);
(iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be
able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement;
(iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including,
without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC
Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other
public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such
Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions
of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such
Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee
or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise
transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an
exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is
under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address
furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation
or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal
or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined
the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the
contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by
such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.


 


(f) Additional
Representations and Warranties of Non-U.S. Persons. Each Acquiree Shareholder that is not a U.S. Person, severally and not
jointly, further represents and warrants to the Acquiror as follows: (i) at the time of (A) the offer by the Acquiror and (B) the
acceptance of the offer by such Person, of the Acquiror Shares, such Person was outside the U.S; (ii) no offer to acquire the Acquiror
Shares or otherwise to participate in the transactions contemplated by this Agreement was made to such Person or its representatives
inside the U.S.; (iii) such Person is not purchasing the Acquiror Shares for the account or benefit of any U.S. Person, or with
a view towards distribution to any U.S. Person, in violation of the registration requirements of the Securities Act; (iv) such
Person will make all subsequent offers and sales of the Acquiror Shares either (A) outside of the U.S. in compliance with Regulation
S; (B) pursuant to a registration under the Securities Act; or (C) pursuant to an available exemption from registration under the
Securities Act; (v) such Person is acquiring the Acquiror Shares for such Person’s own account, for investment and not for
distribution or resale to others; (vi) such Person has no present plan or intention to sell the Acquiror Shares in the U.S. or
to a U.S. Person at any predetermined time, has made no predetermined arrangements to sell the Acquiror Shares and is not acting
as an underwriter or dealer with respect to such securities or otherwise participating in the distribution of such securities;
(vii) neither such Person, its Affiliates nor any Person acting on behalf of such Person, has entered into, has the intention of
entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect
to the Acquiror Shares at any time after the Closing Date through the one year anniversary of the Closing Date except in compliance
with the Securities Act; (viii) such Person consents to the placement of a legend on any certificate or other document evidencing
the Acquiror Shares substantially in the form set forth in Section 3.8(b) and (ix) such Person is not acquiring the Acquiror
Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration
provisions of the Securities Act.


  



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(g) Opinion.
Such Acquiree Shareholder will not transfer any or all of such Acquiree Shareholder’s Acquiror Shares pursuant to Regulation
S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition
of such Acquiree Shareholder’s Acquiror Shares, without first providing the Acquiror with an opinion of counsel (which counsel
and opinion are reasonably satisfactory to the Acquiror) to the effect that such transfer will be made in compliance with Regulation
S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or
qualification requirements of any applicable U.S. state securities laws


 


(h) Consent.
Such Acquiree Shareholder understands and acknowledges that the Acquiror may refuse to transfer the Acquiror Shares, unless such
Acquiree Shareholder complies with Section 3.7 and any other restrictions on transferability set forth herein. Such Acquiree
Shareholder consents to the Acquiror making a notation on its records or giving instructions to any transfer agent of the Acquiror’s
Ordinary Share in order to implement the restrictions on transfer of the Acquiror Shares


 


Section 3.8 Stock
Legends. Such Acquiree Shareholder hereby agrees with the Acquiror as follows:


 


(a) The
certificates evidencing the Acquiror Shares issued to those Acquiree Shareholders who are Accredited Investors, and each certificate
issued in transfer thereof, will bear the following or similar legend:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2)
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.


  



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(b) The
certificates evidencing the Acquiror Shares issued to those Acquiree Shareholders who are not U.S. Persons, and each certificate
issued in transfer thereof, will bear the following legend:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED,
(2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH
CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER
CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


(c) Other
Legends. The certificates representing such Acquiror Shares, and each certificate issued in transfer thereof, will also bear
any other legend required under any applicable Law, including, without limitation, any state corporate and state securities law,
or Contract.


  



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Section 3.9 Disclosure.
No representation or warranty of such Acquiree Shareholder contained in this Agreement or any other Transaction Document and no
statement or disclosure made by or on behalf of such Acquiree Shareholder to the Acquiror or the Acquiror Principal Shareholders
pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained herein or therein not misleading.


 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE


 


The Acquiree hereby
represents and warrants to the Acquiror that the statements contained in this Article IV are correct and complete as of
the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing
Date were substituted for the date of this Agreement throughout this Article IV) (except where another date or period of
time is specifically stated herein for a representation or warranty).


 


Section 4.1 Organization
and Qualification. The Acquiree is a corporation duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, has all requisite corporate authority and power, Licenses, authorizations,
consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets
as now owned, held and operated by it, and is duly qualified to do business and in good standing in each jurisdiction in which
the failure to be so qualified would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect on the Acquiree.


 


Section 4.2 Authority.
The Acquiree has all requisite authority and power (corporate and other), Licenses, authorizations, consents and approvals to
enter into and deliver this Agreement and any of the other Transaction Documents to which the Acquiree is a party and any other
certificate, agreement, document or instrument to be executed and delivered by the Acquiree in connection with the transactions
contemplated hereby and thereby and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by the Acquiree and the performance
by the Acquiree of its obligations hereunder and thereunder and the consummation by the Acquiree of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part of the Acquiree. The Acquiree does not need to
give any notice to, make any filing with, or obtain any authorization, consent or approval of any Person or Governmental Authority
in order for the Parties to execute, deliver or perform this Agreement or the transactions contemplated hereby. This Agreement
has been, and each of the Transaction Documents to which the Acquiree is a party will be, duly and validly authorized and approved,
executed and delivered by the Acquiree.


  



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Section 4.3 Binding
Obligations. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered
by the parties hereto and thereto other than the Acquiree, this Agreement and each of the Transaction Documents to which the Acquiree
is a party are duly authorized, executed and delivered by the Acquiree and constitutes the legal, valid and binding obligations
of the Acquiree enforceable against the Acquiree in accordance with their respective 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.


 


Section 4.4 No
Conflicts. Neither the execution nor the delivery by the Acquiree of this Agreement or any Transaction Document to which the
Acquiree is a party, nor the consummation or performance by the Acquiree of the transactions contemplated hereby or thereby will,
directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Acquiree Organizational
Documents, (b) contravene, conflict with or result in a violation of any Law, Order, charge or other restriction or decree applicable
to the Acquiree, or by which the Acquiree or any of its respective assets and properties are bound or affected, (c) contravene,
conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, impair the rights of the Acquiree under, or alter the obligations of any Person under, or create in any Person
the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a Governmental
Authority or any other Person) pursuant to, or result in the creation of a Lien on any of the assets or properties of the Acquiree
under, any note, bond, mortgage, indenture, Contract, License, permit, franchise or other instrument or obligation to which the
Acquiree is a party or by which the Acquiree or any of its respective assets and properties are bound or affected; or (d) contravene,
conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke,
withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held
by the Acquiree or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Acquiree,
except, in the case of clauses (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would
not have a Material Adverse Effect on the Acquiree.


 


Section 4.5 Organizational
Documents. The Acquiree has delivered or made available to the Acquiror a true and correct copy of the Memorandum and Articles
of Association of the Acquiree and any other organizational documents of the Acquiree, each as amended, and each such instrument
is in full force and effect (the “Acquiree Organizational Documents”). The Acquiree is not in violation of
any of the provisions of the Acquiree Organizational Documents.


  



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Section 4.6 Capitalization.


 


(a) The
authorized capital stock of the Acquiree consists of 500,000,000 shares of Acquiree Ordinary Share, of which (i) 7,010,000 shares
of Acquiree Ordinary Share are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities
of the Acquiree were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Acquiree
are, and all such shares that may be issued prior to the Closing Date will be when issued, duly authorized, validly issued, fully
paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of the Laws of the jurisdiction of the Acquiree’s formation,
the Acquiree Organizational Documents or any Contract to which the Acquiree is a party or otherwise bound. There are not any bonds,
debentures, notes or other Indebtedness of the Acquiree having the right to vote (or convertible into, or exchangeable for, securities
having the right to vote) on any matters on which holders of Acquiree Ordinary Share may vote. There are no options, warrants,
rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance
units, commitments, Contracts, arrangements or undertakings of any kind to which the Acquiree is a party or by which it is bound
(x) obligating the Acquiree to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock
or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other
equity interest in, the Acquiree, (y) obligating the Acquiree to issue, grant, extend or enter into any such option, warrant, call,
right, security, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic
benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Acquiree.
There are no outstanding Contracts or obligations of the Acquiree to repurchase, redeem or otherwise acquire any shares of capital
stock of the Acquiree. There are no registration rights, proxies, voting trust agreements or other agreements or understandings
with respect to any class or series of any capital stock or other security of the Acquiree.


 


Section 4.7 No
Brokers or Finders. No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim
against the Acquiree for any commission, fee or other compensation as a finder or broker, or in any similar capacity, based upon
arrangements made by or on behalf of the Acquiree, and the Acquiree will, jointly and severally, indemnify and hold the Acquiror
and the Acquiror Principal Shareholders and harmless against any liability or expense arising out of, or in connection with, any
such claim.


 


Section 4.8 Disclosure.
No representation or warranty of the Acquiree contained in this Agreement and no statement or disclosure made by or on behalf
of the Acquiree to the Acquiror or any Acquiror Principal Shareholder pursuant to this Agreement or any other agreement contemplated
herein contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained
herein or therein not misleading.


  



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Article
V

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND

THE ACQUIROR PRINCIPAL SHAREHOLDERS


 


The Acquiror and the
Acquiror Principal Shareholders, jointly and severally, hereby represent and warrant to the Acquiree and each of the Acquiree Shareholders,
subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered
by the Acquiror Principal Shareholders to the Acquiree and the Acquiree Shareholders simultaneously herewith (the “Acquiror
Disclosure Schedule”), that the statements contained in this Article V are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date
were substituted for the date of this Agreement throughout this Article V) (except where another date or period of time
is specifically stated herein for a representation or warranty). The Acquiror Disclosure Schedule shall be arranged according to
the numbered and lettered paragraphs of this Article V and any disclosure in the Acquiror Disclosure Schedule shall qualify
the corresponding paragraph in this Article V. The Acquiree, the Acquiree Shareholders and, after the Closing, the Acquiror,
shall be entitled to rely on the representations and warranties set forth in this Article V regardless of any investigation
or review conducted by the Acquiree or the Acquiree Shareholders prior to the Closing.


 


Section 5.1 Organization
and Qualification. The Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, has all requisite corporate authority and power, Licenses, authorizations,
consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets
as now owned, held and operated by it, and is duly qualified to do business and in good standing in each jurisdiction in which
the failure to be so qualified would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect on the Acquiror.


 


Section 5.2 Authority.
The Acquiror and each Acquiror Principal Shareholder have all requisite authority and power, Licenses, authorizations, consents
and approvals to enter into and deliver this Agreement and any of the other Transaction Documents to which the Acquiror, the Acquiror
Principal Shareholders or any of them is a party and any other certificate, agreement, document or instrument to be executed and
delivered by the Acquiror, the Acquiror Principal Shareholders or any of them in connection with the transactions contemplated
hereby and thereby and to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by the Acquiror and the Acquiror
Principal Shareholders and the performance by the Acquiror and the Acquiror Principal Shareholders of their respective obligations
hereunder and thereunder and the consummation by the Acquiror and the Acquiror Principal Shareholders of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part of the Acquiror and the Acquiror Principal Shareholders.
Neither the Acquiror nor any Acquiror Principal Shareholder needs to give any notice to, make any filing with, or obtain any authorization,
consent or approval of any Person or Governmental Authority in order for the Parties to execute, deliver or perform this Agreement
or the transactions contemplated hereby. This Agreement has been, and each of the Transaction Documents to which the Acquiror,
the Acquiror Principal Shareholders or any of them, as applicable, are a party will be, duly and validly authorized and approved,
executed and delivered by the Acquiror and the Acquiror Principal Shareholders.


 






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Section 5.3 Binding
Obligations. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered
by the parties hereto and thereto other than the Acquiror and the Acquiror Principal Shareholders, this Agreement and each of
the Transaction Documents to which the Acquiror, the Acquiror Principal Shareholders or any of them, as applicable, are a party
are duly authorized, executed and delivered by the Acquiror and such Acquiror Principal Shareholders, as applicable, and constitutes
the legal, valid and binding obligations of the Acquiror and such Acquiror Principal Shareholders, as applicable, enforceable
against the Acquiror and such Acquiror Principal Shareholders, as applicable, in accordance with their respective 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.


 


Section 5.4 No
Conflicts. Neither the execution nor the delivery by the Acquiror or the Acquiror Principal Shareholders of this Agreement
or any Transaction Document to which the Acquiror, the Acquiror Principal Shareholders or any of them is a party, nor the consummation
or performance by the Acquiror and the Acquiror Principal Shareholders of the transactions contemplated hereby or thereby will,
directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Acquiror Organizational
Documents, (b) contravene, conflict with or result in a violation of any Law, Order, charge or other restriction or decree of
any Governmental Authority or any rule or regulation of the Principal Market applicable to the Acquiror or any Acquiror Principal
Shareholder, or by which the Acquiror or any Acquiror Principal Shareholder or any of their respective assets and properties are
bound or affected, (c) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, impair the rights of the Acquiror under, or alter the obligations of any
Person under, or create in any Person the right to terminate, amend, accelerate or cancel, or require any notice, report or other
filing (whether with a Governmental Authority or any other Person) pursuant to, or result in the creation of a Lien on any of
the assets or properties of the Acquiror under, any note, bond, mortgage, indenture, Contract, License, permit, franchise or other
instrument or obligation to which the Acquiror or any Acquiror Principal Shareholder is a party or by which the Acquiror or any
Acquiror Principal Shareholder or any of their respective assets and properties are bound or affected; or (d) contravene, conflict
with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Licenses, permits, authorizations, approvals, franchises or other rights held by the
Acquiror or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Acquiror, except,
in the case of clauses (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would not
have a Material Adverse Effect on the Acquiror.


 






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Section 5.5 Organizational
Documents. The Acquiror has delivered or made available to Acquiree a true and correct copy of the Memorandum and Articles
of Association of the Acquiror and any other organizational documents of the Acquiror, each as amended, and each such instrument
is in full force and effect (the “Acquiror Organizational Documents”). The Acquiror is not in violation of
any of the provisions of its Acquiror Organizational Documents. The minute books (containing the records or meetings of the stockholders,
the board of directors and any committees of the board of directors), the stock certificate books, and the stock record books
of the Acquiror, each as provided or made available to the Acquiree, are correct and complete.


 


Section 5.6 Capitalization.


 


(a) The
authorized capital stock of the Acquiror consists of 200,000,000 shares of Acquiror Ordinary Share and 200,000,000 shares of Class
B ordinary shares, $0.001 par value per share of which (i) (A) 21,316,055 shares of Acquiror Ordinary Share are issued and outstanding
and (B) 1,670,000 shares of Class B ordinary shares are issued and outstanding immediately prior to the Closing Date. Except as
set forth above, no shares of capital stock or other voting securities of the Acquiror were issued, reserved for issuance or outstanding.
All outstanding shares of the capital stock of the Acquiror are, and all such shares that may be issued prior to the Closing Date
will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of
any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision
of the Laws of the jurisdiction of the Acquiror’s organization, the Acquiror Organizational Documents or any Contract to
which the Acquiror is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Acquiror
having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which
holders of Acquiror Ordinary Share may vote. There are no options, warrants, rights, convertible or exchangeable securities, “phantom”
stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of
any kind to which the Acquiror is a party or by which it is bound (x) obligating the Acquiror to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or
exercisable for or exchangeable into any capital stock of or other equity interest in, the Acquiror, (y) obligating the Acquiror
to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking
or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits
and rights occurring to holders of the capital stock of the Acquiror. There are no outstanding Contracts or obligations of the
Acquiror to repurchase, redeem or otherwise acquire any shares of capital stock of the Acquiror. There are no registration rights,
proxies, voting trust agreements or other agreements or understandings with respect to any class or series of any capital stock
or other security of the Acquiror.


 






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(b) The
issuance of the Acquiror Shares to the Acquiree Shareholders has been duly authorized and, upon delivery to the Acquiree Shareholders
of certificates therefor in accordance with the terms of this Agreement, the Acquiror Shares will have been validly issued and
fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights
and will be free and clear of all Liens and restrictions, other than Liens created by the Acquiree Shareholders and restrictions
on transfer imposed by this Agreement and the Securities Act.


 


Section 5.7 Compliance
with Laws. The business and operations of the Acquiror have been and are being conducted in accordance with all applicable
Laws and Orders. The Acquiror is not conflict with, or in default or violation of and, to the Knowledge of the Acquiror or any
of the Acquiror Principal Shareholders, is not under investigation with respect to and has not been threatened to be charged with
or given notice of any violation of or default under, any (i) Law, rule, regulation, judgment or Order, or (ii) note, bond, mortgage,
indenture, Contract, License, permit, franchise or other instrument or obligation to which the Acquiror or any Acquiror Principal
Shareholder is a party or by which the Acquiror or any Acquiror Principal Shareholder or any of their respective assets and properties
are bound or affected. There is no agreement, judgment or Order binding upon the Acquiror or any Acquiror Principal Shareholder
which has, or could reasonably be expected to have, the effect of prohibiting or materially impairing any business practice of
the Acquiror or the conduct of business by the Acquiror as currently conducted. The Acquiror has filed all forms, reports and
documents required to be filed with any Governmental Authority and the Acquiror has made available such forms, reports and documents
to Acquiree and the Acquiree Shareholders. As of their respective dates, such forms, reports and documents complied in all material
respects with the applicable requirements pertaining thereto and none of such forms, reports and documents 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 the light of the circumstances under which they were made, not misleading.


 


Section 5.8 Certain
Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholders,
threatened against or affecting, the Acquiror or any Acquiror Principal Shareholder by any Governmental Authority or other Person
with respect to the Acquiror or its business or that challenges, or may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and,
to the Knowledge of Acquiror or any of the Acquiror Principal Shareholders, is not under investigation with respect to and has
not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or
Order. Neither the Acquiror nor any director or officer (in his or her capacity as such), is or has been the subject of any Action
involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.


 






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Section 5.9 No
Brokers or Finders. No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim
against the Acquiror or any of the Acquiror Principal Shareholders for any commission, fee or other compensation as a finder or
broker, or in any similar capacity, based upon arrangements made by or on behalf of the Acquiror or the Acquiror Principal Shareholders,
and the Acquiror Principal Shareholders will, jointly and severally, indemnify and hold the Acquiror, the Acquiree and the Acquiree
Shareholders and harmless against any liability or expense arising out of, or in connection with, any such claim.


 


Section 5.10 Contracts.
Except as disclosed in the SEC Reports, there are no Contracts that are material to the business, properties, assets, condition
(financial or otherwise), results of operations or prospects of the Acquiror. The Acquiror is not in violation of or in default
under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation
of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except
for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect of the Acquiror.


 


Section 5.11 Environmental
Laws. The Acquiror (a) is in compliance with all Environmental Laws (as defined below), (b) has received all Licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) is in compliance
with all terms and conditions of any such License or approval where, in each of the foregoing clauses (a), (b) and (c), the failure
to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquiror.
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
Licenses, notices or notice letters, Orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 5.12 SEC
Reports.


 


(a) The
Acquiror has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC, pursuant
to the Exchange Act (the “SEC Reports”).


 


(b) As
of their respective dates, the SEC Reports filed by the Acquiror under the Securities Act complied in all material respects with
the requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the SEC promulgated
thereunder. All material Contracts to which the Acquiror is a party or to which the property or assets of the Acquiror are subject
have been filed as exhibits to the SEC Reports as and to the extent required under the Exchange Act and the Securities Act, as
applicable. The financial statements of the Acquiror included in the SEC Reports and the Registration Statements comply in all
respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at
the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved, and fairly
present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial
position of the Acquiror as at the dates thereof and the results of its operations and cash flows for the periods then ended.


 






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Section 5.13 Listing
and Maintenance Requirements. The Acquiror is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued listing or quotation of the Acquiror Ordinary
Share on the trading market on which the Acquiror Ordinary Share is currently listed or quoted. The issuance and sale of the Acquiror
Shares under this Agreement does not contravene the rules and regulations of the trading market on which the Acquiror Ordinary
Share is currently listed or quoted, and no approval of the stockholders of the Acquiror is required for the Acquiror to issue
and deliver to the Acquiree Shareholders the Acquiror Shares contemplated by this Agreement.


 


Section 5.14 Application
of Takeover Protections. The Acquiror has taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Acquiror Organizational Documents or the Laws of its state of incorporation that is or could become applicable
to the transactions contemplated hereby.


 


Section 5.15 Investment
Company. The Acquiror is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 5.16 Bank
Holding Company Act. The Acquiror is not subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither
the Acquiror nor any of its Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding
shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any equity that
is subject to the BHCA and to regulation by the Federal Reserve. Neither the Acquiror nor any of its Affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal
Reserve.


 






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Section 5.17 Money
Laundering Laws. The operations of the Acquiror are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, 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 Authority (collectively, the “Money Laundering
Laws”) and no Proceeding involving the Acquiror with respect to the Money Laundering Laws is pending or, to the knowledge
of the Acquiror, threatened.


 


Section 5.18 Foreign
Corrupt Practices. Neither the Acquiror, nor, to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholders,
any director, officer, agent, employee or other Person acting on behalf of the Acquiror has, in the course of its actions for,
or on behalf of, the Acquiror (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment
to any foreign or domestic government official or employee.


 


Section 5.19 DTC
Eligibility. The Acquiror Ordinary Share is eligible for clearance and settlement through The Depository Trust Company (“DTC”).
The Acquiror’s transfer agent is a participant in the DTC Fast Automated Securities Transfer (“FAST”)
program and the Acquiror Ordinary Share is eligible as a DTC FAST issue. There is no DTC “chill” or equivalent on
the Acquiror Ordinary Share. The name, address, telephone number, fax number, contact person and email address of the Company’s
transfer agent is set forth in Section 5.31 of the Acquiror Disclosure Schedule.


 


Article
VI

CONDUCT PRIOR TO CLOSING


 


Section 6.1 Conduct
of Business. At all times during the period commencing with the execution and delivery of this Agreement and continuing until
the earlier of the termination of this Agreement pursuant to the terms hereof or the Closing, the Acquiror Principal Shareholders
shall, and shall cause the Acquiror to, (a) carry on its business diligently and in the usual, regular and Ordinary Course of
Business, in substantially the same manner as heretofore conducted and in compliance with all applicable Laws, (b) pay or perform
its material obligations when due, (c) use its commercially reasonable efforts, consistent with past practices and policies, to
preserve intact its present business organization, keep available the services of its present officers and employees and preserve
its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings,
and (d) keep its business and properties substantially intact, including its present operations, physical facilities and working
conditions. In furtherance of the foregoing and subject to applicable Law, the Acquiror shall confer with Acquiree, as promptly
as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of
the business of the Acquiror.


 






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Section 6.2 Restrictions
on Conduct of Business. Without limiting the generality of the terms of Section 6.1 hereof, except (i) as required
by the terms hereof, or (ii) to the extent that Acquiree shall otherwise consent in writing, at all times during the period commencing
with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant
to the terms hereof or the Closing, neither the Acquiror nor the Acquiror Principal Shareholders shall do any of the following,
or permit the Acquiror to do any of the following:


 


(a) except
as required by applicable Law, waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options
or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments
in exchange for any options granted under any of such plans;


 


(b) enter
into any partnership arrangements, joint development agreements or strategic alliances, other than in the Ordinary Course of Business;


 


(c) (i)
increase the compensation or fringe benefits of, or pay any bonuses or special awards to, any present or former director, officer,
stockholder or employee of the Acquiror (except for increases in salary or wages in the Ordinary Course of Business) or increase
any fees to any independent contractors, (ii) grant any severance or termination pay to any present or former director, officer
or employee of the Acquiror, (iii) enter into, amend or terminate any employment Contract, independent contractor agreement or
collective bargaining agreement, written or oral, or (iv) establish, adopt, enter into, amend or terminate any bonus, profit sharing,
incentive, severance, or other plan, agreement, program, policy, trust, fund or other arrangement that would be an employee benefit
plan if it were in existence as of the date of this Agreement, except as required by applicable Law;


 


(d) issue,
deliver, sell, authorize, pledge or otherwise encumber, or propose any of the foregoing with respect to, any shares of capital
stock or any securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Acquiror, or subscriptions,
rights, warrants or options to acquire any shares of capital stock or any securities convertible into, or exercisable or exchangeable
for, shares of capital stock of the Acquiror, or enter into other Contracts or commitments of any character obligating it to issue
any such shares of capital stock of the Acquiror, or securities convertible into, or exercisable or exchangeable for, shares of
capital stock of the Acquiror;


 






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Article
VII

ADDITIONAL AGREEMENTS


 


Section 7.1 Access
to Information. The Acquiror shall afford Acquiree its accountants, counsel and other representatives (including the Acquiree
Shareholders), reasonable access, during normal business hours, to the properties, books, records and personnel of the Acquiror
at any time prior to the Closing in order to enable Acquiree obtain all information concerning the business, assets and properties,
results of operations and personnel of the Acquiror as Acquiree may reasonably request. No information obtained in the foregoing
investigation by Acquiree pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty
contained herein or the conditions to the obligations of the Acquiror or the Acquiror Principal Shareholders to consummate the
transactions contemplated hereby.


 


Section 7.2 Legal
Requirements. The Parties shall take all reasonable actions necessary or desirable to comply promptly with all legal requirements
which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement (including, without
limitation, furnishing all information required in connection with approvals of or filings with any Governmental Authority, and
prompt resolution of any litigation prompted hereby), and shall promptly cooperate with, and furnish information to, the other
Parties to the extent necessary in connection with any such requirements imposed upon any of them in connection with the consummation
of the transactions contemplated by this Agreement.


 


Section 7.3 Notification
of Certain Matters. Acquiree shall give prompt notice to Acquiror Principal Shareholders, and the Acquiror Principal Shareholders
shall give prompt notice to the Acquiree, of the occurrence, or failure to occur, of any event, which occurrence or failure to
occur would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate
at the Closing, such that the conditions set forth in Article X hereof, as the case may be, would not be satisfied or fulfilled
as a result thereof, or (ii) any material failure of any Acquiree, Acquiree Shareholder, the Acquiror or any Acquiror Principal
Shareholder, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it under this Agreement. Notwithstanding the foregoing, the delivery
of any notice pursuant to this Section 7.3 shall not limit or otherwise affect the rights and remedies available hereunder
to the Party receiving such notice.


 


Section 7.4 Acquisition
Proposals.


 


(a) From
the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither the Acquiror nor any
Acquiror Principal Shareholder will, and neither the Acquiror nor any Acquiror Principal Shareholder will authorize or permit the
any representative of the Acquiror or any Acquiror Principal Shareholder to, directly or indirectly: (i) solicit, initiate, knowingly
encourage, induce or facilitate the making, submission or announcement of any Competing Transaction Proposal from any Person (other
than Acquiree or the Acquiree Shareholders, a “Third Party”) or take any action that could reasonably be expected
to lead to a Competing Transaction Proposal, (ii) furnish any information regarding the Acquiror to any Third Party in connection
with or in response to a Competing Transaction Proposal or an inquiry or indication of interest, (iii) engage in or continue any
discussions or negotiations with any Third Party with respect to any Competing Transaction Proposal, (iv) approve, endorse or recommend
any Competing Transaction Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or
otherwise relating to any Competing Transaction Proposal.


 






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(b) Concurrently
with the execution of this Agreement, Acquiror and the Acquiror Principal Shareholders shall (i) immediately cease and cause to
be terminated any existing discussions with any Person that relate to any Competing Transaction Proposal; (ii) as soon as practicable
request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement
in connection with its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information
relating to the Acquiror heretofore furnished to such Person by or on behalf of any Acquiror Principal Shareholder or the Acquiror,
subject to whatever rights, if any, that such Person has to retain any such information or avoid any demand for its return or destruction
pursuant to the terms of the confidentiality agreement between such Person and any Acquiror Principal Shareholder or the Acquiror;
and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person
other than Acquiree, the Acquiree Shareholders and their respective representatives.


 


Article
VIII

POST CLOSING COVENANTS


 


Section 8.1 General.
In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the
Parties will take such further action (including the execution and delivery of such further instruments and documents) as any
other Party reasonably may request.


 


Section 8.2 Litigation
Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement
or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure
to act, or transaction that existed on or prior to the Closing Date involving the Acquiror, each of the other Parties will cooperate
with such Party and such Party’s counsel in the contest or defense, make available any personnel under their control, and
provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or
defense, all at the sole cost and expense of the contesting or defending Party.


 






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Section 8.3 Public
Announcements. The Acquiror shall promptly, but no later than four (4) business days following the effective date of this
Agreement, issue a press release disclosing the transactions contemplated hereby. The Acquiror shall also file with the SEC a
Form 6-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date
but in no event more than four (4) business days following the Closing Date. Prior to the Closing Date, the Parties shall consult
with each other in issuing the Form 6-K, the press release and any other press releases or otherwise making public statements
or filings and other communications with the SEC or any regulatory agency or stock market or trading facility with respect to
the transactions contemplated hereby and no Party shall issue any such press release or otherwise make any such public statement,
filings or other communications without the prior written consent of the other Parties, which consent shall not be unreasonably
withheld or delayed, except that no prior consent shall be required if such disclosure is required by Law, in which case the disclosing
Party shall provide the other Parties with prior notice of no less than three (3) calendar days, of such public statement, filing
or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments
of the other Parties


 


Article
IX

CONDITIONS TO CLOSING


 


Section 9.1 Conditions
to Obligation of the Parties Generally. The Parties shall not be obligated to consummate the transactions to be performed
by each of them in connection with the Closing if, on the Closing Date, (i) any Action shall be pending or threatened before any
Governmental Authority wherein an Order or charge would (A) prevent consummation of any of the transactions contemplated by this
Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (ii) any
Law or Order which would have any of the foregoing effects shall have been enacted or promulgated by any Governmental Authority;
or (iii) the Acquiree shall not have received an audit report with respect to its two most recently completed fiscal years from
an independent accounting firm that is registered with the Public Company Accounting Oversight Board.


 


Section 9.2 Conditions
to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform
their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to
the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree
and the Acquiree Shareholders in writing:


 


(a) The
representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true
and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically
made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);


 






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(b) The
Acquiror and the Acquiror Principal Shareholders shall have performed and complied with all of their covenants hereunder in all
material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material”
and “Material Adverse Effect,” in which case the Acquiror Principal Shareholders and the Acquiror shall have performed
and complied with all of such covenants in all respects through the Closing;


 


(c) No
action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority
wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control
the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order
or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated
by any Governmental Authority;


 


(d) No
event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or
is reasonably likely to have a Material Adverse Effect on the Acquiror;


 


(e) All
consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror
for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by
this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree
and Acquiree Shareholders;


 


(f) Acquiror
shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the
Closing Date;


 


(g) Acquiror
shall have filed its Form 20-F for the period ended December 31, 2018 and such filing shall comply in all material respects with
the rules and regulations of the SEC;


 


(h) Acquiror
shall have maintained its status as a company whose Ordinary Share is quoted on the Nasdaq Capital Market and no reason shall exist
as to why such status shall not continue immediately following the Closing;


 


(i) Trading
in the Acquiror Ordinary Share shall not have been suspended by the SEC or any trading market (except for any suspensions of trading
of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since
the date of execution of this Agreement, and the Acquiror Ordinary Share shall have been at all times since such date listed for
trading on a trading market;


 


(j) Acquiror
shall have maintained the eligibility of the Acquiror Ordinary Share for clearance and settlement through DTC and as a DTC FAST
issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;


 


(k) There
shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due
or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary,
as of the Closing;


 






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(l) Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding
the number of issued and outstanding shares of Acquiror Ordinary Share immediately before the Closing;


 


(m) Acquiree
and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results
thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and


 


(n) All
actions to be taken by the Acquiror and the Acquiror Principal Shareholders in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated
hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.


 


Section 9.3 Conditions
to Obligation of the Acquiror Parties. The obligations of the Acquiror and the Acquiror Principal Shareholders to enter into
and perform their respective obligations under this Agreement are subject, at the option of the Acquiror and the Acquiror Principal
Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be
waived by the Acquiror and the Acquiror Principal Shareholders in writing:


 


(a) The
representations and warranties of the Acquiree and the Acquire Shareholders set forth in this Agreement shall be true and correct
in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made
as of a particular date, in which case such representations and warranties shall be true and correct as of such date);


 


(b) The
Acquiree and the Acquire Shareholders shall have performed and complied with all of their covenants hereunder in all material respects
through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material
Adverse Effect,” in which case the Acquiree and the Acquire Shareholders shall have performed and complied with all of such
covenants in all respects through the Closing;


 


(c) All
consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror
for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by
this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror
and Acquiror Principal Shareholders;


 


(d) Acquiror
and the Acquiror Principal Shareholders shall have completed their legal, accounting and business due diligence of the Acquiree
and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholders in their sole and absolute
discretion; and


 






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(e) All
actions to be taken by the Acquiree and the Acquiree Shareholders in connection with consummation of the transactions contemplated
hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated
hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholders.


 


Article
X

TERMINATION


 


Section 10.1 Grounds
for Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing Date:


 


(a) by
the mutual written agreement of the Parties;


 


(b) by
Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror
and the Acquiror Principal Shareholders, in which reference is made to this subsection) if the Closing has not occurred on or prior
to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree
or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant
to this Agreement at or prior to the Closing;


 


(c) by
the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders , in which reference
is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing
to have occurred is attributable to a failure on the part of any Acquiror Principal Shareholder to perform any material obligation
required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing;


 


(d) by
the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority
of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect
of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided,
however, that the right to terminate this Agreement under this section shall not be available to a Party if such Order was primarily
due to the failure of such Party to perform any of its obligations under this Agreement;


 


(e) by
the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if
any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating
Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure
of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied
with by such Party at or prior to the Closing;


 






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(f) by
Acquiree or the Acquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholders, in
which reference is made to this subsection) if, since the date of this Agreement, there shall have occurred any Material Adverse
Effect on the Acquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances,
could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror;


 


(g) by
the Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholders, in which
reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s
or the Acquiror Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement
or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition to closing
would not be satisfied and such inaccuracy has not been cured by Acquiror or the Acquiror Principal Shareholders within five (5)
Business Days after its receipt of written notice thereof and remains uncured at the time notice of termination is given, (ii)
any of the Acquiror’s or Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached,
such that the condition to closing would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which
could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such
Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional
misrepresentation); or


 


(h) by
the Acquiror and the Acquiror Principal Shareholders (by written notice of termination from the Acquiror to the Acquiree and the
Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination)
if (i) any of Acquiree’s or the Acquiree Shareholder’s representations and warranties shall have been inaccurate as
of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such
that the condition to closing would not be satisfied and such inaccuracy has not been cured by Acquiree or the Acquiree Shareholders
within five (5) Business Days after its receipt of written notice thereof and remains uncured at the time notice of termination
is given, or (ii) any of the Acquiree’s or Acquiree Shareholder’s covenants contained in this Agreement shall have
been breached, such that the condition to closing would not be satisfied.


 


Section 10.2 Procedure
and Effect of Termination. In the event of the termination of this Agreement by the Acquiror Principal Shareholders or Acquiree,
written notice thereof shall forthwith be given to the other Party. If this Agreement is terminated as provided herein (a) each
Party will redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; provided, that each Party
may retain one copy of all such documents for archival purposes in the custody of its outside counsel and (b) all filings, applications
and other submission made by any Party to any Person, including any Governmental Authority, in connection with the transactions
contemplated hereby shall, to the extent practicable, be withdrawn by such Party from such Person.


 






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Section 10.3 Effect
of Termination. If this Agreement is terminated pursuant to Section 10.1 hereof, this Agreement shall become void and
of no further force and effect.


 


Article
XI

SURVIVAL; INDEMNIFICATION


 


Section 11.1 Survival.
All representations, warranties, covenants, and obligations in this Agreement shall survive the Closing. The right to indemnification,
payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected
by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with,
any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation
or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification,
payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.


 


Section 11.2 Indemnification
by the Acquiror Principal Shareholders. From and after the execution of this Agreement, the Acquiror Principal Shareholders,
jointly and severally, shall indemnify and hold harmless the Acquiree Indemnified Parties, from and against any all costs or expenses
(including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively,
“Damages”) arising, directly or indirectly, from or in connection with: (a) any breach (or alleged breach)
of any representation or warranty made by any Acquiror Principal Shareholder or the Acquiror in this Agreement or any Transaction
Document or in any certificate delivered by the Acquiror Principal Shareholders or the Acquiror pursuant to this Agreement; or
(b) any breach (or alleged breach) by the Acquiror Principal Shareholders or the Acquiror of any covenant or obligation of the
Acquiror Principal Shareholders or the Acquiror in this Agreement or any Transaction Document required to be performed by the
Acquiror Principal Shareholders or the Acquiror on or prior to the Closing Date or by the Acquiror Principal Shareholders after
the Closing Date.


 


Section 11.3 Matters
Involving Third Parties.


 


(a) If
any third party shall notify any Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any
matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any Acquiror Principal
Shareholder (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly
notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying
any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent)
the Indemnifying Party is thereby prejudiced.


 






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(b) Any
Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing
within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will
indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising
out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified
Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend
against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money
damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the
Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice
adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the
Third Party Claim actively and diligently.


 


Section 11.4 Exclusive
Remedy. The Parties acknowledge and agree that the indemnification provisions in this Article XI and in Article
X hereof shall be the exclusive remedies of the Parties with respect to the transactions contemplated by this Agreement, other
than for fraud and willful misconduct. Each Acquiror Principal Shareholder hereby agrees that such Acquiror Principal Shareholder
will not make any claim for indemnification against the Acquiror by reason of the fact that such Acquiror Principal Shareholder
was a director, officer, employee, or agent of the Acquiror or was serving at the request of the Acquiror as a partner, trustee,
director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs,
amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document,
bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Acquiree
against the Acquiror Principal Shareholders (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to
this Agreement, applicable Law, or otherwise).


 


Article
XII

MISCELLANEOUS PROVISIONS


 


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


 






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Section 12.2 Confidentiality.


 


(a) The
Parties will maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain
in confidence, any written, oral, or other information obtained in confidence from another Person in connection with this Agreement
or the transactions contemplated by this Agreement, unless (a) such information is already known to such Party or to others not
bound by a duty of confidentiality or such information becomes publicly available through no fault of such Party, (b) the use of
such information is necessary or appropriate in making any required filing with the SEC, or obtaining any consent or approval required
for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required
by or necessary or appropriate in connection with legal proceedings.


 


(b) In
the event that any Party is required to disclose any information of another Person, the Party requested or required to make the
disclosure (the “disclosing party”) shall provide the Person that provided such information (the “providing party”)
with prompt notice of any such requirement so that the providing party may seek a protective Order or other appropriate remedy
and/or waive compliance with the provisions of this section. If, in the absence of a protective Order or other remedy or the receipt
of a waiver by the providing party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose
the information of the providing party, the disclosing party may, without liability hereunder, disclose only that portion of the
providing party’s information which such counsel advises is legally required to be disclosed, provided that the disclosing
party exercises its reasonable efforts to preserve the confidentiality of the providing party’s information, including, without
limitation, by cooperating with the providing party to obtain an appropriate protective Order or other relief assurance that confidential
treatment will be accorded the providing party’s information.


 


(c) If
the transactions contemplated by this Agreement are not consummated, each Party will return or destroy all of such written information
each party has regarding the other Parties.


 


Section 12.3 Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or
by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and
shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the Business
Day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail
return receipt requested, two (2) Business Days after being mailed, (iii) if delivered by overnight courier (with all charges
having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized
standing), or (iv) if delivered by facsimile transmission or other electronic means, including email, on the Business Day of such
delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day.
If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of
which no notice was given (in accordance with this Section 13.4), or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced
by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications shall
be furnished in writing by any Party in the manner for giving notices hereunder.


 






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Section 12.4 Further
Assurances. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver
to each other such other documents, and (c) to do such other acts and things, all as the other Parties may reasonably request
for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.


 


Section 12.5 Waiver.
The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising
any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other
or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum
extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement
can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed
by the other Parties; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which
it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the
right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement
or the documents referred to in this Agreement.


 


Section 12.6 Entire
Agreement and Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except by a written
agreement executed by the Party against whom the enforcement of such amendment is sought.


 


Section 12.7 Assignments,
Successors, and No Third-Party Rights. No Party may assign any of its rights under this Agreement without the prior consent
of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure
to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the Parties any legal or equitable right, remedy, or claim
under or with respect to this Agreement or any provision of this Agreement.


 






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Section 12.8 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.


 


Section 12.9 Section
Headings. The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to “Article” or “Articles” or “Section” or
“Sections” refer to the corresponding Article or Articles or Section or Sections of this Agreement, unless the context
indicates otherwise.


 


Section 12.10 Construction.
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. Unless otherwise expressly provided, the word “including”
shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein
shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party
is in breach of such representation, warranty, or covenant. All words used in this Agreement will be construed to be of such gender
or number as the circumstances require.


 


Section 12.11 Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile or “.pdf” signature page were an original thereof.


 


Section 12.12 Specific
Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly,
each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted
in any court of the U.S. or any state thereof having jurisdiction over the Parties and the matter (subject to the provisions set
forth in Section 12.13 below), in addition to any other remedy to which they may be entitled, at Law or in equity.


 






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Section 12.13 Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State
of New York, without regard to conflicts of Laws principles. Each of the Parties submits to the jurisdiction of any state or federal
court sitting in the State of Nevada, in any action or proceeding arising out of or relating to this Agreement and agrees that
all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the Parties waives any
defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending
or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices
in Section 12.3 above. Nothing in this Section 12.13, however, shall affect the right of any Party to serve legal
process in any other manner permitted by Law or at equity. Each Party agrees that a final judgment in any action or proceeding
so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity.


 


Section 12.14 Waiver
of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WANES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signatures follow on next page]


 




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IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first above written.


 


	
         ACQUIROR:
	 
	 	 
	AGM GROUP HOLDINGS, INC.	 
	 	 
	By:	/s/ Wenjie Tang	 
	Name: 	WENJIE TANG	 
	Title:	CEO	 


 


[Signatures continue on next page]


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first above written.


  


	 	
        ACQUIREE:

	 	 
	 	ANYI NETWORK INC.
	 	 
	 	By:	/s/ Haiyan Wang
	 	Name: 	HAIYAN WANG
	 	Title:	CEO


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first above written.


 


	 	
        ACQUIREE SHAREHOLDER:

	 	 
	 	/s/ Haiyan Huang
	 	Name: Haiyan Huang


 


	 	ACQUIREE SHAREHOLDER:
	 	 
	 	/s/ Feng Zhi
	 	Name: Feng Zhi


 


	 	ACQUIREE SHAREHOLDER:
	 	 
	 	/s/ Yinglu Gao
	 	Name: Yinglu Gao



 



     


     


    

 


SCHEDULE I


 


	 
Acquiree Shareholder
	 	Acquiree Shares
 Held Prior to 
 the Closing
	 	 	Acquiror Shares 
 to be Issued at 
 the Closing
	 
	Haiyan Huang	 	 	5,330,000	 	 	 	361,142	 
	108 Fengshan Road, Building No.1, Nanjing, PRC	 	 	 	 	 	 	 	 
	Feng Zhi	 	 	1,470,000	 	 	 	99,608	 
	108 Fengshan Road, Building No.1, Nanjing, PRC	 	 	 	 	 	 	 	 
	Yinglu Gao	 	 	210,000	 	 	 	14,250	 
	108 Fengshan Road, Building No.1, Nanjing, PRC