EXHIBIT 10.1


 


STOCK PURCHASE AGREEMENT


 


 


BETWEEN


 


 


XIUHUA SONGSHANDONG 


 


TBD CHINA COMPANY.


 


And


 


INTERNATIONAL PACKAGING AND LOGISTICS
GROUP, INC. 


 


STANDARD RESOURCES LTD.


 


 


 


 


 


 


 


 


 






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STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT, dated as of May 15, 2016, by and between Xiuhua Song (the “Buyer”), and TBD China Company (Shangdong
Kangfusen Biotech Co. Ltd., a China Company or Shandong Yibao Biologics Co. LTD) and International Packaging and Logistics
Group, Inc. (the “Seller”)(the “Company”) and Standard Resources Ltd.. As used herein, the term “Parties”
shall be used to refer to the Buyer and the Seller, jointly.


 


WHEREAS:


 


		A.	The Buyer seeks to acquire Three Million Nine Hundred and Fifteen Thousand (3,915,000) shares of
the Common Stock (par value $0.001) (the “Subject Shares”) of International Packaging and Logistics Group, Inc., a
Nevada corporation (the “Company”).



 


		B.	The Seller is willing to sell newly issued shares with all rights, title, and interest to the Subject
Shares to the Buyer.



 


		C.	The Seller warrants and represents that he is sophisticated and experienced in financial and investment
matters and holds and will hold, at the Closing, all right, title, and interest in and to the Subject Shares so as to convey full
and unencumbered title to the Buyer pursuant to this Agreement.



 


		D.	The Buyer warrants and represents that he is sophisticated and experienced in financial and investment
matters.



 


		E.	The Company has approved the private sale and transfer of the Subject Shares from the Seller to
the Buyer in accordance with this Agreement.



 


		F.	At the time of the acquisition of the Shares, Buyer shall cause a TBD China Company (Shangdong
Kangfusen Biotech Co. Ltd., a China Company or Shandong Yibao Biologics Co. LTD, a China Company) to become owned or controlled
by the Company or its subsidiary (“China Acquisition”).



 


		G.	Subsequent to the acquisition of the Shares by Buyer of the shares and the China Acquisition, IPLO
is to vend out H&H Glass back to Standard Resources, (holder of the shares of H&H Glass) in exchange for the return of
3,915,000 common shares of IPLO held and owned by Standard Resources. Such shares shall thereafter be cancelled and returned to
the authorized but unissued status under a return to treasury agreement (“H&H Vend Out”).



 


NOW, THEREFORE, in
consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and
covenants herein contained, the parties agree as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.Definitions.
The following terms shall have the following meanings for the purposes of this Agreement.


 






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“Adverse Consequences”
means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes,
Liens, losses, expenses, and fees, including court costs and attorneys’ fees and expenses where the aggregate sum of said
amount is greater than Two Hundred Fifty Dollars ($250.00).


 


“Affiliate”
means, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified.


 


“Affiliated
Group” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar
provision of state, local or foreign law.


 


“Agreement”
means this Stock Purchase Agreement, including all exhibits and schedules hereto, as it may be amended from time to time.


 


“Amendment”
has the meaning set forth in Section 6.6 below.


 


“Authority”
means any governmental regulatory or administrative body, governmental agency, governmental subdivision or authority, any court
or judicial authority, any public, private or industry governmental regulatory authority, whether foreign, national, federal, state
or local or otherwise, or any Person lawfully empowered by any of the foregoing to enforce or seek compliance with any regulation.


 


“Backlog”
means orders for which there is a specific delivery date for a specified product at a specified price.


 


“Business”
means with respect to the Company, the business and assets of the Company as currently conducted as of the date of this Agreement.


 


“Buyer”
has the meaning set forth in the preface above.


 


“Buyer’s
Representatives” has the meaning set forth in Section 5.4 below.


 


“Buyer Indemnified
Parties” has the meaning set forth in Section 8.2 below.


 


“Closing”
has the meaning set forth in Section 2.5 below.


 


“Closing Date”
has the meaning set forth in Section 2.5 below.


 


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


 


“Confidential
Information” means any information concerning the Business and affairs of the Company that is not already generally available
to the public.


 


“Contract“
means any contract, lease, commitment, understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond,
right, warrant, instrument, plan, permit or license, whether written or oral, which is intended or purports to be binding and enforceable.


 


“Directors”
shall mean all of the members of the Board of Directors of the Company.


 


“Employee”
means each employee and leased employee regardless of whether the term is initially capitalized.


 






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“Employee
Benefit Plan” means any (a) nonqualified deferred compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement
plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit
Plan or material fringe benefit or other retirement, bonus, or incentive plan or program.


 


“Employee
Pension Benefit Plan” has the meaning set forth in ERISA §3(2).


 


“Employee
Welfare Benefit Plan” has the meaning set forth in ERISA §3(1).


 


“Environmental
Laws” mean all federal, state, provincial, local and foreign statutes, regulations, ordinances and other provisions having
the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common
law concerning public health and safety, worker health and safety, and pollution or protection of the environment including, without
limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances,
materials or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products
or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect, including
(but not limited to) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments
and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Toxic Substances
Control Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of 1972, the Clean Water Act of 1977, as amended,
and any other similar federal, state, or local statutes.


 


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


 


“Escrow Agent”
means the Law Office of Eric Stoppenhagen.


 


“ERISA Affiliate”
means, with respect to the Company, any other Person that, together with the Company, would be treated as a single employer under
Section 414 of the Code.


 


“Escrow Agreement”
shall mean the Escrow Agreement entered into by and among the Buyer, the Seller and the Escrow Agent with respect to the Escrowed
Funds, in the form attached hereto as Exhibit A with only such changes as shall be in form and substance satisfactory
to the parties, acting reasonably.


 


“Escrowed
Funds” has the meaning set forth in Section 2.3 below.


 


“Financial
Statements” means the following:


 


(a)the
audited financial statements of the Company for the fiscal year ended December 31, 2015, consisting of the balance sheet at such
dates and the related statements of earnings and cash flows for the corresponding periods then ended; and


 


(b)the
interim unaudited (reviewed) financial statements of Company for the three (3) month period ended March 31, 2016.


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time as consistently applied by the Company.


 


“Hazardous
Substance” means any material or substance which (i) constitutes a hazardous substance, toxic substance or pollutant
(as such terms are defined by or pursuant to any Environmental Laws) or (ii) is regulated or controlled as a hazardous substance,
toxic substance, pollutant or other regulated or controlled material, substance or matter pursuant to any Environmental Laws.


 






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“Indemnified
Party” has the meaning set forth in Section 8.4 below.


 


“Indemnifying
Party” has the meaning set forth in Section 8.4 below.


 


“Intellectual
Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate
names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights,
and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations,
and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals),
(f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).


 


“Knowledge”
means what is known or should have been known after reasonable investigation.


 


“Latest Balance
Sheet” means the unaudited balance sheet of the Company dated as of March 31, 2016 as filed with the Securities and Exchange
Commission.


 


“Law”
means any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any Authority.


 


“Leased Property”
has the meaning set forth in Section 3.14(b) below.


 


“Leases”
has the meaning set forth in Section 3.14(b) below.


 


“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.


 


“Lien”
means any mortgage, lien (except for any lien for Taxes not yet due and payable), charge, restriction, pledge, security interest,
option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance.


 


“Limit Amount”
shall mean $225,000. 


 


“Material
Adverse Effect” shall mean any circumstances, developments or matters whose effect on the Company, its prospects, either
alone or in the aggregate, is or would reasonably expected to be materially adverse including, but not limited to, the assertion
of any claims relating to or arising out of any undisclosed liability.


 


“Multiemployer
Plan” has the meaning set forth in ERISA §3(37).


 


“Name Change”
has the meaning set forth in Section 6.6 below.


 


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


 






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“Owned Property”
has the meaning set forth in Section 3.14(a) below.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Permits”
has the meaning set forth in Section 3.28 below.


 


“Person”
means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political subdivision thereof).


 


“Purchase
Price” means Two Hundred and Twenty-Five Thousand Dollars ($225,000).


 


“Schedules”
means the disclosure schedules accompanying this Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


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


 


“Seller”
has the meaning set forth in the preface above.


 


“Share Issuance
Documents” means (a) a letter of instruction from the Seller to the Transfer Agent instructing the Transfer Agent to
issue the Subject Shares to the Buyer, and (b) a stock power duly endorsed by the Seller to sell, transfer, convey and assign the
Subject Shares to the Buyer (which shall include a guarantee of the Seller’s signature by an Eligible Guarantor, as provided
on the stock power), both of which documents are in form and substance satisfactory to the Buyer and the Transfer Agent.


 


“Shares”
means shares of the Company’s Common Stock (par value $0.001).


 


“Subject Shares”
means the 3,915,000 newly issued shares of common stock, par value $0.001 per share, of the Company.


 


“Subsidiary”
means any corporation, partnership or limited liability company with respect to which a specified Person (or a Subsidiary thereof)
owns, directly or indirectly, a majority of the common stock or other equity securities or has the power to vote or direct the
voting of sufficient securities to elect a majority of the directors or other managing body.


  


“Tax”
means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not.


 


“Tax Return”
means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule
or attachment thereto, and including any amendment thereof.


 


“Transfer
Agent” means Jersey Transfer and Trust Company, the Company’s transfer agent for the Shares.


 


“Third Party
Claim” has the meaning set forth in Section 8.4 below.


 






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“Threshold
Amount” has the meaning set forth in Section 8.2(a) below.


 


“Transaction”
means the acquisition by the Buyer of all of the Subject Shares of the Company from the Seller, which is the subject of this
Agreement.


 


“Ancillary
Transaction Documents” Documents related to China Acquisition and H&H Vend Out.


 


ARTICLE II

PURCHASE AND SALE OF THE SUBJECT SHARES


 


 


SECTION 2.1.Basic
Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and
the Seller agrees to sell, or cause to be sold, to the Buyer, all of the Subject Shares for the Purchase Price specified herein.


 


SECTION 2.2. Payment of Purchase
Price; Deposit of Share Issuance Documents. The Buyer shall deposit with the Escrow Agent (pursuant to the terms of the Escrow
Agreement) the sum of $125,000 (“Escrowed Funds”). The Escrowed Funds and the previously paid $100,000 deposit (“Deposit”)
shall constitute payment for the Purchase Price for the purchase of the Subject Shares and the Seller shall deposit with the Escrow
Agent the Share Issuance Documents and all other Ancillary Transaction Documents.


 


SECTION 2.3.
At the time of the acquisition of the Shares, Buyer shall cause a TBD China Company to become owned or controlled by the Company
or its subsidiary (“China Acquisition”).


 


Subsequent to the acquisition of the Shares
by Buyer of the shares and China Acquisition, IPLO is to vend out H&H Glass back to Standard Resources, (holder of the shares
of H&H Glass) in exchange for the return of 3,915,000 common shares of IPLO held and owned by Standard Resources. Such shares
shall thereafter be cancelled and returned to the authorized but unissued status under a return to treasury agreement (“H&H
Vend Out”).


 


SECTION 2.4.The
Closing. The closing of this Transaction (the “Closing”) shall take place at 7700
Irvine Center Drive, Suite 870, Irvine, California, commencing at 10:00 a.m. PST time on the earlier of (i) July 01, 2016
or (ii) five (5) business days following the satisfaction or waiver of all conditions to the obligations of the parties to consummate
this Transaction (other than conditions with respect to actions the respective parties will take at the Closing itself) or such
other date as the parties may mutually determine, but in any event no later than July 01, 2016 unless mutually agreed to extend
(the date of the Closing, the “Closing Date”). It is the intent of the parties that the Buyer shall assume control
of the Company immediately at the Closing. The Closing will include the China Acquisition and H&H Vend Out as set forth in
Ancillary Documents.


 


SECTION 2.5.Closing
Deliveries by the Seller. To effect the transfer of the Subject Shares and the delivery of the Purchase Price, the Seller shall
deliver the following at the Closing:


 


(a)a
total of 3,915,000 shares in certificate form, all of which are and shall be, at Closing, free and clear of any and all Liens,
which shall be effected by delivery to Buyer or, at the direction of Buyer, to the Transfer Agent, the Share Issuance Documents;


 






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(b)all
consents, approvals, releases and waivers from governmental Authorities and other third parties required or necessary to consummate
this Transaction satisfactory in form and substance to the Buyer and its counsel;


 


(c)an
executed copy of the Escrow Agreement as duly executed by the Seller and the Escrow Agent;


 


(d)manually
executed Action of the Board of Directors of the Company electing the Buyer’s nominee(s) as the Director (s) of Company’s
Board of Directors and as the President, Chief Financial Officer and Secretary of the Company and accepting the resignation of
all current Directors of the Company’s Board of Directors; and all current officers of the Company; The resignation of all
current directors will take place concurrent with the H&H Vend Out.


 


(e)a
certificate of the Company’s President, Chief Financial Officer and Secretary, Owen Naccarato, certifying that the statements
made in this Agreement are accurate and complete and that this Agreement has been duly approved by the Company’s Board of
Directors, both as reasonably determined by the Buyer;


 


(f)manually-executed
resignation of the Company’s current officers and directors to be effective as of the H&H Vend Out;


 


(g)all
documents, instruments, codes and utilities to allow the Buyer and the Buyer’s nominee to upload filings for the Company
with Edgar and FINRA;


 


(h)a
copy of all of the Company’s federal tax returns, as filed with the U.S. Internal Revenue Service, respectively, for the
tax year ended December 31, 2015;


 


(i)a
copy of all available Board and Shareholder minutes and actions from inception of the Company to the present that the Company’s
officers have in their position;


 


(j)all
other documents required to be delivered to the Buyer pursuant to Section 3.7 or Article VI hereof not specifically mentioned above
in this Section 2.5; and


 


(k) Buyer
will assume responsibility for all filings under the Securities and Exchange Act to the extent applicable.


 


(l) QuickBooks
data file.


 


All instruments and documents
executed and delivered to the Buyer pursuant hereto shall be in form and substance and shall be executed in a manner satisfactory
to the Buyer and its counsel.


 


SECTION 2.6.Closing
Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the
Buyer shall deliver the following to the Escrow Agent at the Closing:


 


(a)a
wire transfer delivered to and payable to the Escrow Agent in an amount equal to the Escrowed Funds;


 


(b)a
duly executed copy of the Escrow Agreement as executed by the Buyer; and


 


(c)all
other documents required to be delivered to the Seller pursuant to Article VII hereof not specifically mentioned above in this
Section 2.6,


 


All instruments and documents
executed and delivered to the Seller pursuant hereto shall be in form and substance, and shall be executed in a manner, satisfactory
to the Seller and his counsel.


 






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ARTICLE III

REPRESENTATIONS OF THE SELLER


 


The Seller hereby represents
and warrants to the Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement,
and except as amended pursuant to Section 5.8, will be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth
in the Schedules hereto. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty
made herein, however, unless the Schedule identifies the exception with reasonable particularity. Without limiting the generality
of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose
an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of
the document or other item itself). An item disclosed in any Schedule shall be deemed disclosed for purposes of all Schedules.


 


SECTION 3.1.Authorization
of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its
terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval
of any government or governmental agency in order to consummate this Transaction.


 


SECTION 3.2.Brokers’
Fees. Neither the Seller nor the Company has any Liability or obligation to pay any fees or commissions to any broker, finder,
or agent with respect to this Transaction for which the Buyer or the Company could become liable or obligated.


 


SECTION 3.3.The
Subject Shares. The Seller is authorized to issue all of the Subject Shares, free and clear of any restrictions on transfer
(other than any restrictions under the Securities Act and state securities Laws), Taxes, Liens, options, warrants, purchase rights,
Contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other
Contract or commitment that could require the Seller to not sell, transfer, or otherwise dispose of any of the Subject Shares (other
than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding. The transfer of
the Subject Shares to the Buyer in accordance with this Agreement do not require any registration, filing or other notification
under any Federal or State securities Laws.


 


SECTION 3.4.Organization,
Qualification, and Corporate Power.


 


(a) The Company is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of Nevada. The Company is duly authorized to conduct
business and is in good standing under the Laws of each jurisdiction except where the failure to be so qualified would not have
a Material Adverse Effect on the Company. The Company has full corporate power and authority and all licenses, Permits, and authorizations
necessary to carry on the Business in which it is engaged and to own and use the properties owned and used by it. The copies of
the Certificate of Incorporation and Bylaws of the Company (as amended to date) which have been delivered to the Buyer are correct
and complete. The minute books (containing the records of 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 Company are correct and complete. The
Company is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws.


 






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SECTION 3.5.Capitalization.



 


(a)The entire authorized capital
stock of the Company consists of 900,000,000 Shares, of which 4,504,214 shares are issued and outstanding, 50,000,000 shares of
blank check preferred stock, $0.0001 par value, of which 974,730 shares of Series A are issued and outstanding, and no shares are
held in treasury. All of the issued and outstanding Shares of the Company have been duly authorized, are validly issued, fully
paid, and non-assessable, and 3,915,000 Subject Shares are available for issuance by the Seller. There are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments
that could require the Company to issue, sell, or otherwise cause to become outstanding any of the Shares of the Company. There
are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the
Shares of the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of
the Shares of the Company.


 


(b)The assignments, endorsements, stock
powers and other instruments of transfer delivered by the Seller to the Buyer at the Closing will be sufficient to transfer the
Seller’s entire interest, legal and beneficial, in the Subject Shares and, after such transfer, the Buyer shall own all of
the Subject Shares. The Seller has full power and authority (including full corporate power and authority) to convey good and marketable
title to all of the Subject Shares, and upon transfer to the Buyer of the certificates representing such Subject Shares, the Buyer
will receive good and marketable title to the Subject Shares, free and clear of all Liens.


 


SECTION 3.6.Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of this Transaction will (i) violate any constitution,
Law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which the Seller or the Company is subject or any provision of the Articles of Incorporation or Bylaws of the
Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract, lease, license, instrument,
or other arrangement to which either the Seller or the Company is a party or by which either is bound or to which any of their
respective assets are subject (or result in the imposition of any Lien upon any of or their assets). The Company does not need
to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental
agency in order for the parties to consummate this Transaction (does not take into account any desired Company related corporate
actions with FINRA as relates to this Transaction).


 


SECTION 3.7.Settlement
of All Liabilities. At the Closing, the Seller agrees that the Company shall deliver to Buyer executed agreements, as reasonably
acceptable to the Buyer, showing the release and settlement of all debts, obligations, commitments, and liabilities, whether accrued
or contingent, whether oral or written, of the Company if any.


 


SECTION 3.8.Subsidiaries.
Accept as listed in Schedule 3.8, the Company does not have any direct or indirect Subsidiaries, either wholly or partially owned
and the Company does not have any direct or indirect economic, voting or management interest in any Person or own any securities
issued by any Person.


 






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SECTION 3.9.Financial
Statements. The Financial Statements of the Company are set forth in the Company’s filings on www.sec.gov. The Financial
Statements have been and will be prepared in accordance with GAAP and present fairly the financial position, assets and Liabilities
of the Company as of the dates thereof and the revenues, expenses, results of operations of the Company for the periods covered
thereby. The Financial Statements were prepared from the books and records of the Company and do not reflect any transactions which
are not bona fide transactions.


 


SECTION 3.10Events
Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business,
financial condition, operations, results of operations, or future prospects of the Company or in any item set forth on any of the
Schedules attached hereto, which would have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing,
since the date of the Latest Balance Sheet:


 


(a)the
Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except that it will use its cash
on hand to settle a portion of its Liabilities, as contemplated in Section 3.11;


 


(b)the
Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more
than Two Hundred Dollars ($200.00) either individually or in the aggregate or outside the Ordinary Course of Business to which
the Company is or will be bound on or after the Closing;


 


(c)no
party (including the Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or
series of related Contracts, leases and licenses) to which the Company is a party or by which it is or will be bound on or after
the Closing;


 


(d)the
Company has not imposed and is not aware of any Lien upon any of its assets, tangible or intangible to which the Company is or
will be bound on or after the Closing;


 


(e)the
Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person
(or series of related capital investments, loans, and acquisitions) to which the Company is or will be bound on or after the Closing;


 


(f)the
Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for
borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($100.00) either individually or in the
aggregate to which the Company is or will be bound on or after the Closing;


 


(g)[Intentionally
Omitted];


 


(h)the
Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business
to which the Company is or will be bound on or after the Closing;


 


(i)the
Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either
involving more than One Hundred Dollars ($100.00) either individually or in the aggregate or outside the Ordinary Course of Business
to which the Company is or will be bound on or after the Closing;


 


(j)the
Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property to which the
Company is or will be bound on or after the Closing;


 






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(k)there
has been no change made or authorized in the Certificate of Incorporation or Bylaws of the Company, except the Name Change, and
there are no commitments or arrangements which would reasonably cause or result in such change;


 


(l)the
Company has not issued, sold, or otherwise disposed any of its capital stock, or granted any options, warrants, or other rights
to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock to which the Company is or will
be bound on or after the Closing;


 


(m)the
Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in
cash or in kind) or redeemed, purchased, or otherwise acquired any capital stock;


 


(n)the
Company does not have any outstanding any loan from, or entered into any other transaction with, any of its Directors, officers,
employees or Affiliates;


 


(o)the
Company is not a party to any employment Contract or collective bargaining agreement, written or oral, or modified the terms of
any existing such Contract or agreement;


 


(p)at
Closing, the Company will not have any obligation to any Person for any employment compensation, consulting fees, or any taxes
arising out of or related thereto;


 


(q)the
Company has no outstanding bonus, profit sharing, incentive, severance, or other plan, Contract, or commitment for the benefit
of any of its Directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); and


 


(r)there
has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business
of the Company.


 


SECTION 3.11.Undisclosed
Liabilities; Contracts.


 


(a)Except
as set forth on Schedule 3.11, the Company has no Liability (and to the Knowledge of the Seller and the Directors
and officers of the Company, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand against it giving rise to any Liability), except for Liabilities set forth on the face of the Latest
Balance Sheet (rather than in any notes thereto). None of the Liabilities set forth on the face of the Latest Balance Sheet results
from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement,
or violation of Law or arose out of any charge, complaint, actions, suit, claim, proceeding or demand. Without limiting the generality
of the foregoing, Seller acknowledges that the Company has no Liabilities owing or potentially owing to Seller. At Closing, the
Seller will pay the “Settled Amount” with respect to the liabilities set forth on Schedule 3.11 in full satisfaction
of such liabilities. After such payments, the Company will have no Liabilities.


 


(b)Schedule
3.18 sets forth all Contracts to which the Company is a party or with respect to which the Company has or could have any
Liability.


 


SECTION 3.12.Legal
Compliance. The Company has complied with all applicable Laws (including rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings, and charges there under) of federal, state, local, and foreign governments (and all agencies thereof),
and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation,
charge, complaint, claim, demand, or notice has been filed or commenced against the Company or any of them alleging any failure
so to comply.


 






    	 	12	 



     

    

 


SECTION 3.13.Tax Matters.


 


(a) The
Company has filed all Tax Returns that it has been required to file for all periods through and including the Closing Date. All
such Tax Returns were correct and complete in all respects. All Taxes owed by the Company (whether or not shown on any Tax Return)
have been timely paid. The Company has not requested or been granted any extension of time within which to file any Tax Return.


 


(b)The
Company has maintained adequate provision for all unpaid Liabilities for Taxes, whether or not disputed, that have accrued with
respect to or are applicable to the period ended on and including the Closing Date or to any years and periods prior thereto and
for which the Company may be directly or contingently liable in its own right or as a transferee of the assets of, or successor
to, any Person. The Company has not incurred any Tax Liabilities other than in the Ordinary Course of Business for any taxable
year for which the applicable statute of limitations has not expired. No claim has ever been made by an Authority in a jurisdiction
where the Company does not pay Taxes or file Tax Returns and is or may be subject to taxation by that jurisdiction. There are no
Liens on any of the assets of any of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.


 


(c)Since
inception, none of the Tax Returns of the Company have ever been audited or investigated by any taxing Authority, and no facts
exist which would constitute grounds for the assessment of any additional Taxes by any taxing Authority with respect to the taxable
years covered in such Tax Returns. No issues have been raised in any examination by any taxing Authority with respect to the businesses
and operations of the Company which, by application of similar principals, reasonably could be expected to result in a proposed
adjustment to the Liability for Taxes for any other period not so examined. Neither the Seller nor the Directors or officers (or
employees responsible for Tax matters) of the Company have received, or expect to receive, from any taxing Authority any written
notice of a proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment
or been withdrawn, and no claims have been asserted relating to such Taxes against the Company.


 


(d)Schedule
3.13 lists all federal, state, local, and foreign income Tax Returns filed with respect to the Company for the prior four
taxable periods for which the applicable statue of limitations has not expired, none of those Tax Returns have been audited, and
none of those Tax Returns that currently are the subject of audit. The State of Nevada has no state taxes, so the Company has not
been required to file any Tax Returns with the State of Nevada. The Seller has delivered to the Buyer the prior four years of correct
and complete copies of all federal, state, local and foreign income Tax Returns, examination reports, and statements of deficiencies
assessed against or agreed to by the Company for taxable periods for which the applicable statute of limitations has not expired.
The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a
Tax assessment or deficiency.


 


(e)The
Company has withheld and paid all Taxes required to have been withheld and paid including, without limitation, sales and use taxes,
and all Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other
third party.


 


(f)The
Company has not filed a consent to the application of Section 341(f) of the Code.


 






    	 	13	 



     

    

 


(g)The
Company will not be required, as a result of (i) a change in accounting method for a Tax period beginning on or before the Closing
Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign Tax
Law) in taxable income for any Tax period beginning on or after the Closing Date, or (ii) any “closing agreement,”
as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax Law), to include any item
of income in, or exclude any item of deduction from, any Tax period beginning on or after the Closing Date.


 


(h)The
Company has disclosed on its income Tax Returns all positions taken therein that could give rise to an accuracy-related penalty
under Section 6662 of the Code (or any corresponding provision of Tax law).


 


(i)The
Company has not made any payments, is not obligated to make any payments and is not a party to any agreement that under any certain
circumstances could obligate it to make any “excess parachute payment” as defined in Section 280G of the Code or any
payments that will not be deductible under Section 162(m) of the Code.


 


(j)The
Company is not a party to any Tax allocation or sharing agreement. The Company is not subject to any joint venture, partnership
or other arrangement or Contract which is treated as a partnership for federal income Tax purposes.


 


(k)None
of the assets of the Company constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section
168 of the Code, and none of the assets reflected on the Financial Statements is subject to a lease, safe harbor lease or other
arrangement as a result of which the Company holding legal title to the asset is not treated as the owner for federal income Tax
purposes.


 


(l)The
basis of all depreciable or amortizable assets, and the methods used in determining allowable depreciation or amortization (including
cost recovery) deductions of the Company, are correct and in compliance with the Code and the regulations thereunder in all material
respects.


 


(m)The
Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code.


 


(n)The
Company has not: (A) been a member of an Affiliated Group filing a consolidated federal income Tax Return or (B) any Liability
for the Taxes of any Person (other than itself) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or
foreign Law), as a transferee or successor, by Contract, or otherwise.


 


(o)The
Company is not a party to or otherwise subject to any arrangement having the effect of or giving rise to the recognition of a deduction
or loss in a taxable period ending on or before the Closing Date and a corresponding recognition of taxable income or gain in a
taxable period ending after the Closing Date, or any other arrangement that would have the effect of or give rise to the recognition
of taxable income or gain in a taxable period ending after the Closing Date without the receipt of or entitlement to a corresponding
amount of cash.


 


SECTION 3.14.Real Property.


 


(a)The
Company does not own or hold any interest in any real property. In addition, the Company does not own or hold any leases, subleases,
licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any
portion of the parcel of Owned Property. The Company does not hold any real property leased or subleased to it (the “Leased
Property”).


 






    	 	14	 



     

    

 


SECTION 3.15.Intellectual
Property.


 


(a) The Company
does not own or hold any interest in any Intellectual Property.


 


(b)To
the Knowledge of the Seller, there are no outstanding or threatened claims asserting that the Company has interfered with, infringed
upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of third parties.


 


SECTION 3.16.Tangible
Assets. The Company does not own any machinery, equipment, and other tangible assets necessary for the conduct of its Businesses
as presently conducted.


 


SECTION 3.17.Inventory.
The Company has no Inventory.


 


SECTION 3.18.Contracts.
At Closing the Company is not and shall not be liable under any contracts to any third party, except as set forth on Schedule 3.18.


 


SECTION 3.19.Notes
and Accounts Receivable. There are no notes or accounts receivable of the Company.


 


SECTION 3.20.Powers
of Attorney. There are no outstanding powers of attorney executed on behalf of the Company.


 


SECTION 3.21. Insurance.
 The Company has not maintained any insurance at any time. The Seller is not aware of any claims against the Company that are
not covered by insurance.


 


SECTION 3.22.Litigation.
The Company is not a party to any Litigation and is not (a) subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (b) a party or, to the Knowledge of the Seller, threatened to be made a party to any action, suit, proceeding, baring,
or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator. There are no known actions, suits, proceedings, hearings, and investigations which would
reasonably be expected to result in any adverse change in the business, financial condition, operations, results of operations,
or future prospects of the Company. The Seller has no reason to believe that any such action, suit, proceeding, hearing, or investigation
may be brought or threatened against the Company. Neither the Seller nor the Company has any Liability with respect to any claims
or threatened claims by third parties relating to any sale or proposed sale of the Subject Shares or any other securities of the
Company. Neither the Seller nor the Company is a party to any litigation relating to such claims and, to the Knowledge of the Seller,
no such litigation is threatened.


 


SECTION 3.23.Product
Warranty. The Company has not manufactured, sold, or delivered any product or service to any Person.


 


SECTION 3.24.Product
Liability.  The Company does not have 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) arising out
of any injury to individuals or property.


 


SECTION 3.25.Directors,
Officers and Employees. The Company has no employees. The Company has no Liability to any current or former officer, director,
employee, consultant, contractor, and other Person, other than the Liabilities set forth on Schedule 3.11, both of which will be
settled in full at Closing for the “Settled Amounts” set forth on Schedule. 3.11.


 






    	 	15	 



     

    

 


SECTION 3.26.Employee
Benefits.


 


(a)General.
The Company (x) is not and has never been a plan sponsor of, (y) does not and never has been, required to maintain, contribute
to or participate in, and (z) has no Liability or contingent Liability with respect to:


 


(i)any
Employee Welfare Benefit Plan or Employee Pension Benefit Plan;


 


(ii)any
retirement or deferred compensation plan, incentive compensation plan, stock plan, unemployment compensation plan, vacation pay,
severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangements for
any current or former employee, director, consultant or agent, whether pursuant to Contract, arrangement, custom or informal understanding,
which does not constitute an Employee Welfare Benefit Plan or Employee Pension Benefit Plan; or


 


(iii)any
employment agreement.


 


(b)Compliance
with Employee Benefit Laws; Liabilities. The Company has no Liability under any Employee Benefit Plans and the Company has
no Liability or contingent Liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or
life insurance benefits. The Company does not contribute to, has not contributed to, does not participate in, and has not participated
in, and has no Liability or contingent Liability with respect to any Multiemployer Plan.


 


SECTION 3.27.Environmental
Matters. The Company and its Affiliates has complied and is in compliance with all Environmental Laws and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or, to the Knowledge of the Seller
or the Company, commenced against any of them alleging any such failure to comply.


 


SECTION 3.28.Improper
and Other Payments.


 


(a)None
of the Company or any Affiliate or any Person acting on behalf of either of them, has made, paid or received any bribes, kickbacks
or other similar payments to or from any Person, whether lawful or unlawful;


 


(b)No
contributions have been made, directly or indirectly, to a domestic or foreign political party or candidate.


 


(c)No
improper foreign payment (as defined in the Foreign Corrupt Practices Act) has been made; and


 


(d)The
internal accounting controls of the Company are adequate to detect any of the foregoing.


 


SECTION 3.29.Investments/Loans;
Affiliates; Bank Accounts.


 


(a)On
the Closing Date the Company shall have no equity interests in, or loans or other advances to or from any third party.


 






    	 	16	 



     

    

 


(b)The
only bank, brokerage or similar account maintained by the Company is. This account will be closed concurrent with closing.


 


SECTION 3.30.Taxes.
On the Closing Date the Company shall have no Liability for any Taxes with respect to any periods ending on or before the Closing
Date.


 


SECTION 3.31.Pension.
On the Closing Date, the Company shall have made all contributions required under the terms of all Employee Benefit Pension Plans
and shall have made all contributions which have accrued on its books as of the Closing Date. 


 


SECTION 3.32.Debt.
On the Closing Date, the Company will not have any Liabilities unless the Buyer’s written consent thereto has been delivered
by the Buyer to the Seller before the Closing Date.


 


SECTION 3.33.SEC
Reporting; Issuance of Securities. The Company is subject to the reporting requirements of the Securities Exchange Act pursuant
to Section 15(d) of the Securities Exchange Act. The Company does not have a class of securities registered under Section 12(b)
or 12(g) of the Securities Exchange Act. All of the filings required to be made by the Company with the Securities and Exchange
Commission, including without limitation under the Securities Act or the Securities Exchange Act, until the Closing Date have been
made when required to be made and each such filing did not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.
All securities that have been issued by the Company were issued in compliance with all applicable Federal, State or foreign securities
laws.


 


SECTION 3.34.Accuracy
of Statements. Neither this Agreement nor any Schedule, exhibit, statement, list, document, certificate or other information
furnished or to be furnished by or on behalf of the Seller to the Buyer or any of the Buyer’s Representatives or any Affiliate
of the Buyer in connection with this Agreement or this Transaction contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents
and warrants to the Seller 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 though the Closing Date were substituted
for the date of this Agreement throughout this Article IV).


 


SECTION 4.1.[Intentionally
Omitted].


 


SECTION 4.2.Authorization
of Transaction. The Buyer has full power and authority to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its
terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval
of any government or governmental agency in order to consummate this Transaction.


 


SECTION 4.3.Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of this Transaction, will (i) violate any constitution,
Law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which the Buyer is subject or (ii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent
under any agreement, Contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is
bound or to which any of his assets is subject.


 






    	 	17	 



     

    

 


SECTION 4.4.Brokers’
Fees. The Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect
to this Transaction for which the Seller could become liable or obligated.


 


SECTION 4.5.Accuracy
of Statements. Neither this Agreement nor any Schedule, exhibit, statement, list, document, certificate or other information
furnished or to be furnished by or on behalf of the Buyer to the Seller or any representative or Affiliate of the Seller in connection
with this Agreement or this Transaction contains or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they
are made, not misleading.


 


ARTICLE V

COVENANTS


 


SECTION 5.1.General.
Each of the parties will use his or its best efforts to take all action and to do all things necessary in order to consummate and
make effective this Transaction (including satisfaction, but not waiver, of the closing conditions set forth in Articles VI and
VII below).


 


SECTION 5.2.Notices
and Consents. The Seller will cause the Company to give any notices to third parties, and will cause the Company to obtain
any third party consents, that the Buyer may reasonably request.


 


SECTION 5.3.Operation
of Business. From the date of this Agreement until the Closing Date, the Seller shall cause the Company to be operated in the
Ordinary Course of Business and to use commercially reasonable efforts to preserve intact the present business organization and
personnel of the Company, preserve the business relationships of the Company with other Persons material to the operation of the
Company, and not permit any action or omission which would cause any of the representations or warranties of the Company contained
herein to become inaccurate or any of the covenants of the Company to be breached. Without limiting the generality of the foregoing,
prior to the Closing and without the prior written consent of the Buyer, the Seller shall cause the Company to:


 


(a)not
incur any obligation or enter into any Contract outside the Ordinary Course of Business or which (i) requires a payment by any
party in excess of, or a series of payments which in the aggregate exceed, $10,000.00 and (ii) has a term of, or requires the performance
of any obligations by the Company over a period in excess of one week;


 


(b)not
take any action, or enter into or authorize any Contract or transaction involving more than $10,000.00) in the aggregate, other
than this Transaction;


 


(c)not
sell, transfer, convey, assign or otherwise dispose of any of its assets or properties;


 


(d)not
waive, release or cancel any claims against third parties or debts owing to it, or any other rights;


 


(e)not
make any changes in its accounting systems, policies, principles or practices;


 






    	 	18	 



     

    

 


(f)not
enter into, authorize, or permit any transaction with the Seller or any Affiliate thereof, or enter into any Contract relating
to compensation or benefits with any Person, or, modify any compensation amounts or levels of any officer or employee;


 


(g)except
as required for this Transaction, not change or amend its Certificate of Incorporation or Bylaws;


 


(h)not
authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting
of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any
shares of capital stock or any other securities of the Company, or amend any of the terms of any such capital stock or other securities,
except as required for this Transaction;


 


(i)not
split, combine, or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution in
property other than cash in respect of its capital stock, or redeem or otherwise acquire any capital stock or other securities
of the Company;


 


(j)not
make any borrowings, incur any debt, or assume, guarantee, endorse or otherwise become liable (whether directly, contingently or
otherwise) for the obligations of any other Person, or make any payment or repayment in respect of any indebtedness, except to
the extent provided on Schedule 3.11;


 


(k)not
make any loans, advances or capital contributions to, or investments in, any other Person or the operating assets of any Person;


 


(l)not
enter into, adopt, amend or terminate any bonus, profit sharing, compensation, termination, stock option, stock appreciation right,
restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit
agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any Director, manager, officer or employee,
or increase in any manner the compensation or fringe benefits of any Director, manager, officer or employee or pay any benefit
not required by any existing plan and arrangement or enter into any Contract, agreement, commitment or arrangement to do any of
the foregoing;


 


(m)not
acquire, lease, encumber or otherwise impose a Lien on any assets, whether tangible or intangible;


 


(n)not
authorize or make any capital expenditures;


 


(o)not
make any Tax election or settle or compromise any federal, state, local or foreign income Tax Liability, or waive or extend the
statute of limitations in respect of any such Taxes;


 


(p)not
pay any amount, perform any obligation or agree to pay any amount or perform any obligation, in settlement or compromise of any
suits or claims of Liability against the Company or any of its Directors, managers, officers, employees or agents, except to the
extent provided on Schedule 3.11;


 


(q)not
terminate, modify, amend or otherwise alter or change any of the terms or provisions of any agreement, or pay any amount not required
by Law or by any Contract;


 


(r)other
than overnight deposits or money market instruments and investments existing on the date hereof, not make any investments with
cash or the proceeds of existing investments;


 






    	 	19	 



     

    

 


(s)not
declare set aside or pay any dividend or make any distribution with respect to the Shares; and


 


(t)not
grant, award or pay any bonuses to any employees, independent contractors or other representatives.


 


SECTION 5.4.Full
Access. The Seller will permit and cause the Company to permit, representatives of the Buyer (including, but not limited to,
accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of
the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”)
to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of
or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives
as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and
disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the
terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer
or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions
of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent
to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The
Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with
this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to
the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential
Information that they receive from the Company which are in its possession and will only use such Confidential Information in the
defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives shall not
be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through
no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives,
or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.


 


SECTION 5.5.Exclusivity.
Until Closing, the Seller will not (and the Seller will not cause or permit the Company to: (i) solicit, initiate, or encourage
the submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities,
or any substantial portion of the assets, of the Company (including any acquisition structured as a merger, consolidation, or share
exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist
or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The
Seller will not any such acquisition structured as a merger, consolidation, or share exchange. The Seller will notify the Buyer
immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.


 


SECTION 5.6.Efforts.


 


(a)Subject
to the terms and conditions hereof, each party hereto shall use all reasonable efforts to consummate this Transaction as promptly
as practicable. An undertaking of a Person under this Agreement to use such Person’s commercially reasonable efforts shall
not require such Person to incur unreasonable expenses or obligations in order to satisfy such undertaking.


 


(b)The
Seller and the Buyer will, and the Seller shall cause the Company, to, as promptly as practicable (i) make the required filings
with, and use their respective best efforts to obtain all required authorizations, approvals, consents and other actions of, governmental
Authorities and (ii) use their respective commercially reasonable efforts to obtain all other required consents of other Persons,
with respect to this Transaction.


 






    	 	20	 



     

    

 


(c)The
Buyer will use commercially reasonable efforts to obtain the financing necessary to consummate this Transaction.


 


SECTION 5.7.Maintenance
of Insurance. Not Applicable


 


SECTION 5.8.Notice
and Supplemental Information. The Seller and the Buyer shall each give prompt notice to the other parties of any material adverse
development causing a breach of any of their respective representations and warranties in Articles III and IV respectively, and
of their respective covenants contained in this Article V. In addition, the Seller will, from time to time, as necessary, within
a reasonable period of time preceding the Closing, by notice in accordance with the terms of this Agreement, supplement or amend
the Schedules, including one or more supplements or amendments to correct any matter which would constitute a breach of any representation,
warranty, agreement or covenant contained herein. If the Seller supplements or amends the Schedules with facts or circumstances
that would reasonably be expected to have a Material Adverse Effect on the Company, the sole remedy of the Buyer under this Section
5.8 shall be termination of the Agreement as provided for in Section 10.1(e).


 


SECTION 5.9.Press
Releases and Public Announcements. No party shall issue any press release or make any public announcement relating to the subject
matter of this Agreement without the prior written approval of the Buyer and the Seller, such approval not to be unreasonably withheld
or delayed; provided, however, that any party may make any public disclosure it believes in good faith is required by applicable
Law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing party will use
its best efforts to advise the other parties prior to making the disclosure).


 


SECTION 5.10.Consistent
Tax Reporting. The Seller and the Buyer shall treat and report this Transaction in all respects consistently for purposes of
any federal, state, local or foreign Tax. The parties hereto shall not take any actions or positions inconsistent with the obligations
set forth herein.


 


SECTION 5.11.Resignation
of Officers and Directors.  The Seller shall cause each officer of the Company to tender his or her resignation from such position,
and shall appoint Buyer’s nominee(s) as officers effective as of the Closing. The Seller shall cause each director of the
Company to tender his or her resignation from such position effective as of the Closing. Seller shall cause the appointment of
the Buyer’s nominee (s) as Director of the Company effective as of the Closing. Current Director’s will resign concurrently
with the H&H Vend Out.


 


SECTION 5.12.Transition.
 The Seller will not take any action, and the Seller will cause the Company not to take any action, that is designed or intended
to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining
the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing.


 


SECTION 5.13.Post-Closing
Covenants.  The Seller and the Buyer agree as follows with respect to the period following the Closing:


 


(a)In
case at any time after the Closing any further action is necessary or desirable 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 hereto reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting
party is entitled to indemnification therefor under Article VIII). From and after the Closing the Buyer will be entitled to access
all documents, books, records, agreements, and financial data of any sort relating to the Company that was not received by the
Buyer at the Closing.


 






    	 	21	 



     

    

 


(b)In
the event and for so long as any party hereto actively is contesting or defending against any charge, complaint, action, suit,
proceeding, hearing, investigation, claim, or demand in connection with (i) this Transaction or (ii) any fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to
the Closing Date involving the Company, each of the other parties hereto will cooperate with him or it and his or its counsel in
the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall
be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless
the contesting or defending party is entitled to indemnification therefor under Article VIII).


 


ARTICLE VI

CONDITIONS TO OBLIGATION OF THE BUYER


 


The obligation of the
Buyer to consummate this Transaction is subject to satisfaction of the following conditions:


 


 


SECTION 6.1.Representations
and Warranties True as of Closing Date. The representations and warranties set forth in Article III shall have been accurate,
true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as of the Closing
Date with the same force and effect as though made on and as of the Closing Date.


 


SECTION 6.2.Compliance
with Covenants. The Seller shall have performed and complied with all of the covenants hereunder in all material respects through
the Closing.


 


SECTION 6.3.Actions
or Proceedings. No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency
of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge
would (a) prevent consummation of this Transaction or (b) cause this Transaction to be rescinded following consummation (and no
such injunction, judgment, order, decree, ruling, or charge shall be in effect).


 


SECTION 6.4.Certificate.
The Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections
6.1, 6.2, 6.3 and 6.6 has been satisfied in all respects.


 


SECTION 6.5.Closing
of Other Transactions. Simultaneously with the Closing, (a) the Buyer shall cause the China Acquisition and (b) the H&H
Vend-Out.  


 


SECTION 6.6.Name
Change. The Company shall have taken all requisite corporate action, including without limitation, approval by the Company’s
board of directors and requisite shareholders, to change the name of the Company to be determined (the “Name Change”)
and the Company shall have prepared the requisite amendment to the Company’s Articles of Incorporation to effectuate the
Name Change (the “Amendment”) and shall have delivered the Amendment, fully executed and ready for filing in Nevada,
to Buyer so that Buyer can file the Amendment immediately after Closing. It is understood that name change may require the filing
of a proxy, and that in addition, a corporate action usually takes approximately 30 days to process and receive FINRA authorization.


 


SECTION 6.7.Consent
and Releases. The Seller shall have delivered to Buyer copies of the fully executed releases between the Company and each of
officer, director, H&H Glass,


 






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SECTION 6.8.Documents.
All actions to be taken by the Seller in connection with the consummation of this Transaction and all certificates, instruments,
and other documents required to effect this Transaction will be reasonably satisfactory in form and substance to the Buyer.


 


ARTICLE VII

CONDITIONS TO OBLIGATION OF THE SELLER


 


The obligation of the
Seller to consummate this Transaction is subject to satisfaction of the following conditions:


 


SECTION 7.1.Representations
and Warranties True as of Closing. The representations and warranties set forth in Article IV shall have been accurate, true
and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as of the Closing Date
with the same force and effect as though made on and as of the Closing Date.


 


SECTION 7.2.Compliance
with Covenants. The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through
the Closing.


 


SECTION 7.3.Actions
or Proceedings. No action, suit, or proceeding shall be pending before any court or quasi judicial or administrative agency
of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge
would (A) prevent consummation of this Transaction or (B) cause this Transaction to be rescinded following consummation (and no
such injunction, judgment, order, decree, ruling, or charge shall be in effect).


 


SECTION 7.4.Certificate.
The Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections
7.1 - 7.3 is satisfied in all respects.


 


SECTION 7.5.Documents.
All actions to be taken by the Buyer in connection with the consummation of this Transaction and all certificates, instruments,
and other documents required to effect this Transaction will be reasonably satisfactory in form and substance to the Seller.


 


ARTICLE VIII

SURVIVAL AND REMEDY; INDEMNIFICATION


 


SECTION 8.1.Survival
of Representations and Warranties. All of the terms and conditions of this Agreement, together with the warranties, representations,
agreements and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement,
shall survive the execution of this Agreement and the Closing Date, notwithstanding any investigation heretofore or hereafter made
by or on behalf of any party hereto; provided, however, that unless otherwise stated, the agreements and covenants set forth
in this Agreement shall survive and continue until June 30, 2019 (the “Indemnification Period”) and any claim for indemnification
under this Article VIII must be made before the end of the indemnification period.


 


SECTION 8.2.Indemnification
by the Seller.


 


(a)In the event
that, during the Indemnification Period there is (i) a material breach (or an alleged breach) of any of the representations or
warranties made by, or any material breach of or material failure to perform any covenant, agreement or obligation of, the Seller
in this Agreement or any other material document contemplated hereby, or in any material document relating hereto or thereto or
contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up
or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation
or lease by the Company of facilities in respect of any periods prior to the Closing, or (iii) any demands, assessments, judgments,
costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation,
action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival
period pursuant to Section 8.1, then, in each case, provided that the Buyer made a written claim for indemnification and provided
that Buyer incurs an aggregate of Two Hundred Dollars ($200.00) in out-of-pocket expenses and costs in connection with any of the
foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the limitations set forth in this
Section 8.2) to indemnify the Buyer and its Affiliates, including without limitation, the Company, and the Company’s directors,
officers and employees (collectively, the “Buyer Indemnified Parties”) from and against the entirety of any material
Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting
from, arising out of, relating to, in the nature of, or caused by any material breach (or alleged breach) of the foregoing.


 






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(b)Subject to the
provisions of Section 8.2(a), the Seller agrees to indemnify the Buyer Indemnified Parties from and against any loss, liability
or damage Buyer Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability
of the Company for any Taxes of the Company.


 


(c)Subject to the
provisions of Section 8.2(a), the Seller agrees to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences
Buyer Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by any unknown, undisclosed,
or contingent debts or obligations (including, but not limited to, environmental, legal and employee benefit Liability exposures)
of the Company to the extent such debts or obligations relate to any time periods prior to the Closing Date or after the Closing
Date.


 


SECTION 8.3.Indemnification
by the Buyer. Provided that the Seller makes a written claim for indemnification against the Buyer within the survival period
set forth in Section 8.1 and that the amount sought by the Seller, together with amounts previously sought by Seller pursuant to
this Section 8.3, is in excess of the Threshold Amount, the Buyer agrees to indemnify the Seller against, and agrees to hold him
harmless from, any and all Adverse Consequences up to the Limit Amount the Seller may suffer through and after the date of the
claim for indemnification (including any Adverse Consequences the Seller may suffer through and after the end of the applicable
survival period) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach of or any inaccuracy
in any representation or warranty made by the Buyer pursuant to this Agreement, any agreement, or instrument contemplated hereby,
any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement; (ii) any breach of or failure
by the Buyer to perform any agreement, covenant or obligation of the Buyer set out in this Agreement, any agreement, or instrument
contemplated hereby, any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement; and (iii)
any obligations and Liabilities in respect of the Company from and after the Closing Date, other than any such obligations or Liabilities
that are related to any breach of a representation or warranty or covenant or agreement of Seller.


 






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SECTION 8.4.Third-Party
Claims.


 


(a)If any third
party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”)
which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Article
VIII, 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 thereby is prejudiced.


 


(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 forty-five (45)
days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
Parry from and against the entirety of any Adverse Consequences 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 reasonably 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
materially 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.


 


(c)So long as
the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, (A) the Indemnified
Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B)
the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party
Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party
will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior
written consent of the Indemnified Party (not to be withheld unreasonably).


 


(d)In the event
any of the conditions in Section 8.4(b) above is or becomes unsatisfied in the reasonable judgment of the Indemnified Party, however,
(A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect
to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or
obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified
Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including attorneys’
fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may
suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent
provided in this Article IX.


 


SECTION 8.5. Intentionally Left Blank


 






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ARTICLE IX

TAX MATTERS


 


SECTION 9.1.Tax
Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain
tax matters following the Closing Date:


 


SECTION 9.2.Tax
Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Company for all periods ending on or prior to the Closing Date (December 31, 2015 federal returns).


 


SECTION 9.3.Tax
Periods Beginning Before and Ending after the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause
to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.
The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing.
The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however,
that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any
Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date,
the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any
Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period
multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator
of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts
be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating
to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period
ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent
with prior practice of the Company. The intent of this paragraph is that taxes related to H&H when vended out be paid by H&H.


 


SECTION 9.4.Cooperation
on Tax Matters.


 


(a)The Buyer and
the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of
Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation
shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably
relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder. The Seller agrees (A) to retain all books and records
with respect to Tax matters pertinent to the Company, as the case may be, relating to any taxable period beginning before the Closing
Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions
thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Authority,
and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records
and, if the other party so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession
of such books and records.


 


(b)The Buyer and
the Seller further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any governmental
Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but
not limited to, with respect to this Transaction); provided, however, that no party shall be required to take any action
which would reasonably be expected to have an adverse effect on such party.


 






    	 	26	 



     

    

 


(c)The Buyer and
the Seller further agree, upon request, to provide the other party with all information that either party may be required to report
pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.


 


SECTION 9.5.Certain
Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement, shall be paid by the Seller when due; and the Seller will, at its own expense,
file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration
and other Taxes and fees, and, if required by applicable Law, the Buyer will, and will cause its affiliates to, join in the execution
of any such Tax Returns and other documentation.


 


ARTICLE X

TERMINATION


 


SECTION 10.1.Termination
of Agreement. Certain of the parties may terminate this Agreement as provided below:


 


(a)the Buyer and
the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;


 


(b)the Buyer may
terminate this Agreement by giving written notice to the Seller on or before the fifth (5th) day following the date of this Agreement,
but prior to the Closing, if the Buyer is not satisfied with the results of its continuing business, legal, environmental, and
accounting due diligence regarding the Company;


 


(c)the Buyer may
terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) in the event the Seller has
breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has
notified the Seller of the breach, and the breach has continued without cure for a period of ten (10) days after the notice of
breach, or (B) if the Closing shall not have occurred on or before July 31, 2016 by reason of the failure of any condition precedent
under Article VI hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or
covenant contained in this Agreement);


 


(d)the Seller may
terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event that the Buyer
has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Seller
have notified the Buyer of the breach, and the breach has continued without cure for a period of ten (10) days after the notice
of breach or (B) if the Closing shall not have occurred on or before July 31, 2016, by reason of the failure of any condition precedent
under Article VII hereof (unless the failure results primarily from the Seller breaching any representation, warranty, or covenant
contained in this Agreement;


 


(e)the Buyer may
terminate this Agreement by giving written notice to the Seller at any time prior to the Closing in the event: (x) the Seller supplements
or amends the Schedules with facts or circumstances that would reasonably be expected to have a Material Adverse Effect on the
Company, or (y) the Company does anything outside of the Ordinary Course of Business to affect the working capital of the Company
between the date hereof and the Closing Date; and


 


SECTION 10.2.Effect
of Termination. If the Seller terminates this Agreement, the Seller shall return the Deposit to the Buyer. If Buyer terminates
the Agreement the $100,000 deposit paid to the Seller pursuant to the LOI and the Amended LOI dated February 16, 2016 is non-refundable,
without any Liability of any party to any other party (except for any Liability of any party then in breach). If there has been
no terminations pursuant to this section, the $100,000 deposit will also become non-refundable on July 1, 2016 concurrent with
the closing date of this agreement.


 






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ARTICLE XI

MISCELLANEOUS


 


SECTION 11.1.Expenses.
The Buyer shall bear his costs and expenses and the Seller shall bear his and the Company’s costs and expenses (including,
but not limited to, legal fees and expenses) incurred in connection with this Agreement and this Transaction.


 


SECTION 11.2.No
Third-Party Beneficiaries. Subject to the provisions of Section 11.5, this Agreement shall not confer any rights or remedies
upon any Person other than the parties and their respective successors and permitted assigns.


 


SECTION 11.3.Entire
Agreement.  This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties
and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent
they related in any way to the subject matter hereof.


 


SECTION 11.4.Succession
and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No party may assign either this Agreement or any of his or its rights, interests, or obligations
hereunder without the prior written approval of the Buyer and the Seller; provided, however, that the Buyer may, upon prior
written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one
or more of his Affiliates to perform his obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain
responsible for the performance of all of his obligations hereunder) and (iii) grant a security interest in respect of its rights
hereunder to his lenders.


 


SECTION 11.5Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument.


 


SECTION 11.6.Headings.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.


 


SECTION 11.7.Notices.
All notices, requests, demands, claims, and other communications hereunder will be in writing and a copy shall be sent by email.
Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two (2) business days
after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient
as set forth below:


 


(a)If to the Seller,
addressed as follows:


 


 






    	 	28	 



     

    

 


 (b) If to the Buyer, addressed as follows:




 


Any party may send any notice,
request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other
means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually
is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.


 


SECTION 11.8.Governing
Law. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Nevada as if this
Agreement were fully performed and all obligations recited herein were undertaken solely within the State of Nevada without giving
effect to any choice or conflict of Law provision or rule (whether of the State of Nevada or any other jurisdiction) that would
cause the application of the Laws of any jurisdiction other than the State of Nevada. Any dispute or claims made under this Agreement
or any attempt to enforce the terms of this Agreement shall be resolved in Orange County California, pursuant to Section 11.9 of
this Agreement.


 


SECTION 11.9. Arbitration.
Any dispute or claim arising to or in any way related to this Agreement
shall be settled by arbitration in Orange County, California. All
arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").
AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators
on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such
arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen
and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators
shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included
in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.


 


SECTION 11.10.Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed
by the Buyer and the Seller. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


SECTION 11.11.Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.


 


SECTION 11.12.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. The word “including” shall mean including without limitation.


 






    	 	29	 



     

    

 


SECTION 11.13.Incorporation
of Exhibits, Annexes, and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference
and made a part hereof.


 


SECTION 11.14.Language.
If there is a conflict between English and Chinese language in the agreement the English version shall be the binding language.


 


SECTION 11.15
Boxes in Storage. Upon Closing, IPLO will deliver the twelve boxes of Company records in storage as directed by the Buyers. The
cost of such delivery will be paid by the Buyers.


 


 


 


 






    	 	30	 



     

    

 


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


 


 


“Buyer”


 


Xiuhua Song 


 


 


By: ___/s/ Xiuhua
Song_____________


Name: Xiuhua Song


 


 


 


TBD China Company


 


 


By: ___/s/ Xiuhua Song ___________________


Name: Xiuhau Song - Owner


 


 


 


“Seller”


 


International Packaging
and Logistics Group, Inc.


 


 


By: ____/s/ Owen Naccarato__________


Name: Owen
Naccarato


Its: Director, President, CFO and Secretary


 


 


 


Standard Resources
Ltd.


 


 


By: ___/s/ Allen Lin__________________


Name: Allen Lin - Owner


 


 


 


[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]




 


 


 


 


 






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