Exhibit 10.2









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    	Network 1 Financial Securities, Inc.
Placement Agent’s Agreement
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N E T W O
R K 1 F I N A N C I A L


S
E C U R I T I E S, I N C .


 


July 9, 2019


 


Kingold Jewelry, Inc


Chairman & CEO


Zhihong Jia


No. 8 Han Huang Road

Jiang'an District

Wuhan 430023, China


 


Re: PLACEMENT
AGENT’S AGREEMENT


 


Dear Mr. Zhihong Jia,


 


This letter confirms
our complete understanding with respect to the retention of Network 1 Financial Securities, Inc. (“Network 1”), a registered
broker/dealer as the Company’s advisor, placement agent and arranger in connection with the Company’s financial needs
(“Financial Advisory”) of approximately $1 million in a private placement, along with general advisory.


 


It is understood that
the Financing may include common stock, straight or convertible preferred stock, convertible debt, equity interests or other equity-linked
securities, hybrid capital and/ or options, warrants or other rights to acquire any of the foregoing. It is also understood that
the Financing may involve one or more possible transactions.


 


The undersigned, Network
1 Financial Securities, Inc., a Texas Corporation and broker/dealer registered with the U.S. Securities & Exchange
Commission (“SEC”) and member of the Financial Industry Regulatory Authority (“FINRA”), hereinafter referred
to as “Placement Agent”, “Network 1” or “We” or “Our”) hereby offers its services
to the Company as Placement Agent for the aforementioned proposed private placement offering.


 


The terms and conditions
of this Placement Agent’s Agreement (“Agreement”) are as follows:


 


1.    Appointment of Placement Agent; The Offering Period.


 


1.1        Appointment
of Placement Agent. You hereby appoint Network 1 Financial Securities as Placement Agent of the Company during the Private
Offering Period herein specified for the purpose of assisting the Company in placing its Securities with purchasers who are qualified
accredited investors (“Subscribers”). Placement Agent hereby accepts such agency and agrees to assist the Company
in placing this Private Offering (“Offering”) with the Subscribers. Placement Agent’s agency hereunder is not
terminable by the Company except upon termination of the Private Offering or upon breach by the Placement Agent of its material
obligations hereunder.


 






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1.2       Private
Offering Period. The Offering Period shall commence on the day that the Company’s offering documents
(“Offering Documents”) are first made available to Placement Agent by the Company and will continue until the
final Closing (as hereinafter defined) of the maximum offering or April 30, 2020  (The
 “Termination Date”), unless extended by the Company for a period of up to ninety (90) days from such date without
notice to any Subscriber (the “Offering Period”). After the Initial Closing, subsequent closings with respect to
accepted subscriptions may take place at any time during the Offering Period as may be mutually determined by the Company and
the Placement Agent (such subsequent closings and the Initial Closing will each be referred to herein as a
 “Closing”).


 


1.3       Offering
Documents. The Company will provide the Placement Agent with a sufficient number of copies of the Offering Documents for delivery
to potential Subscribers and such other information, documents and instruments which the Placement Agent deems reasonably necessary
to act as Placement Agent hereunder and to comply with the rules, regulations and judicial and administrative interpretations
respecting compliance with applicable state and federal statutes related to the Offering.


 


2.    Compliance
with Securities Laws.


 


Each of the Company and the Placement
Agent agrees to conduct the Offering in a manner intended (a) to qualify as a private placement of the Securities in any jurisdiction
in which the Securities are offered (including the U.S.), and (b) to comply with the requirements of Rule 506 of Regulation D
under the Securities Act. Assuming the accuracy of the representations and warranties given to the Company by each investor to
the extent relevant for such determination, the Offering will be exempt from the registration requirements of the Securities Act.
The Company agrees (i) to limit offers to sell, and solicitations of offers to buy, the Securities to persons reasonably believed
by it to be “accredited investors” within the meaning of Rule 501(a) under the Securities Act, and (ii) not to engage
in any form of general solicitation or general advertising in connection with the Offering within the meaning of Rule 502 under
the Securities Act. The Company agrees to conduct the Offering in a manner intended to comply with the registration or qualification
requirements, or available exemptions therefrom, under applicable state securities laws.


 






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2.1        Form
D and State Blue Sky Filings.


 


2.1.1     SEC
Form D Filing Requirements. Form D is a form to be used to file a notice of an exempt offering of securities with the Securities
and Exchange Commission. SEC rules require the notice to be filed by companies that have sold securities without registration under
the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504 or 506 of Regulation or Section 4(5) of
that statute. SEC rules further require the notice to be filed within 15 days after the first sale of securities in the offering
(although some States have different requirements). For this purpose, the date of first sale is the date on which the first investor
is irrevocably contractually committed to invest. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next
business day. The SEC does not charge any filing fee for a Form D notice or amendment. The Company shall be solely responsible
for compliance with SEC Form D filing requirements.


 


2.1.2     Online
Filing of Form D is Required by SEC. Companies must file their Form D notices and amendments with the SEC online, through the
Internet, using the SEC's EDGAR (electronic gathering, analysis and retrieval) system. To file online using the EDGAR system, a
company must have its own filer identification number (called a "Central Index Key" or "CIK" number) and a
set of password-like "access codes." The Company must submit basic information about the filer to the SEC online at its
Filer Management page and also submit a copy of a notarized paper document containing the same information on Form ID. The paper
document is called an "authenticating document" which the Company prepares by printing out and completing a copy of Form
ID and having that document notarized. Once the document is notarized, the Company is required to scan and attach it to its Form
ID submission as a PDF file. Accordingly, the Company agrees, as a material term to this Agreement, to set up its Form D filing
in accordance with the details set forth in this Section 2 above.


 


2.1.3     State
Form D Notice Filing Requirements. Many states also require the filing of Form D notices and amendments, and most of
them charge a filing fee. Most states allow for either electronic or paper Form D filing, with the majority of states accepting
and a few states mandating the electronic filing of Form D. Electronic filing of the Form D can be made through the Electronic
Filing Depository (EFD), which is programmed with each state's filing requirements. As an alternative to electronic filing, in
those States that do not mandate electronic filing, a filer may be able to satisfy the state Form D filing requirement by submitting
either a printout of the SEC online Form D filing (retrieved from the EDGAR Company Search page) or a completed paper version of
Form D, along with the appropriate fee.


 


2.1.4     Party
Obliged to Filing. The Company shall, as a material term to this Agreement, be solely responsible for compliance, as set forth
in Sections 2.1.2. and 2.1.3, with the filing requirements of the securities laws of the United States and all applicable States
of the United States, and with any and all applicable foreign jurisdictions in which offerings of the Company’s securities
are made.


 






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2.1.5     Placement
Agent Obligations. The Placement Agent shall advise the Company of those States of the U.S., and other jurisdictions, in which
the Placement Agent intends to offer the Securities (“Intended States”) in order that the Company’s counsel,
can ensure that the Offering has been qualified, or exempted, under the appropriate laws and regulations. In the event that the
Company, or Company’s counsel, identifies that an Intended State requires pre-sale qualification this will be communicated
to Placement Agent. The company will notify the placement agent upon filing in each state that the offering has been qualified.
It is the company’s responsibility to assure that each subscription accepted is qualified according to the investor’s
residence.


 


2.2        Due
Diligence. Current regulations in the securities industry require placement agents to conduct “due diligence” on
any issuer that seeks to offer its securities to qualified accredited investors. In the event that Placement Agent is unable to
complete “due diligence” either (1) because of lack of cooperation on the part of the Company (for instance, but not
limited to, the Company not providing Placement Agent with information or documents requested by the Placement Agent) or (2) because
the Placement Agent uncovers “red flags” about the Company that cause Placement Agent to be not satisfied that Placement
Agent can in good faith recommend the Company’s securities to investors, Placement Agent may terminate this Agreement (1)
without further obligation on the part of Placement Agent to proceed with this Offering and (2) without any obligation on
the part of the Placement Agent to reimburse to Company any monies advanced by Company to Placement Agent. In short, Placement
Agent’s obligations under this Agreement are expressly conditioned upon “due diligence” on the Company that is
both complete in the opinion of and satisfactory to the Placement Agent. Placement Agent’s right of termination under this
Section 2.2 is not adversely affected in any way by the termination provisions in Section 8.1 and 8.2, below.


 


3.    Representations
and Warranties of the Company. The Company represents and warrants to the Placement Agent and the Subscribers as follows:


 


3.1        Disclosure
in Offering Documents. The Company and Placement Agent acknowledge and agree that to the extent any of the below representations,
warranties and covenants refer to the “Offering Documents”, the Company’s intention is that the Offering Documents
will include limitations and carve-outs to the full extent of its current filings with the SEC (including by way of incorporation
by reference of such filings in the Offering Documents), as may be further expanded in the Offering Documents themselves.


 


3.1.1     Disclosure
of Contracts. The descriptions in the Offering Documents of all material contracts, agreements, instruments, indentures, mortgages,
loans, leases, licenses, arrangements or undertakings of any nature, written or oral, of the Company which involve future payments,
performance or services, development of products, or delivery of goods or materials to or by the Company of an aggregate amount
or value in excess of $250,000, or which otherwise are material to the business or prospects of the Company (collectively, “Contracts”)
are accurate in all material respects and present fairly the information required to be disclosed therein and there are no contracts
or other documents required to be described in the Offering Documents which have not been so described. The Company has furnished
the Placement Agent, when and if requested, with true, correct and complete copies (or where oral, written descriptions) of all
Contracts, including all exhibits, schedules, amendments, supplements, modifications and waivers thereto. Except as otherwise
stated in the Offering Documents, each of the Contracts is in full force and effect, the Company has performed in all material
respects all of its obligations thereunder and is not in default thereunder, and no party to a Contract has made a claim to the
effect that the Company has failed to perform any obligations thereunder. To the best knowledge of the Company, the Company has
not received any written notification from any contracting party to a Contract to terminate, cancel or modify such Contract or
to reduce or otherwise change its activity thereunder so as to adversely affect in any material respect the benefits derived or
expected to be derived therefrom by the Company.


 






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3.2        Changes
after Dates in Offering Documents.


 


3.2.1     No
Material Adverse Change. Except as otherwise stated in the Offering Documents, since the Balance Sheet Date, as hereinafter
defined, (i) there has been no material adverse change in the condition, financial or otherwise, or in the results of operations,
business or business prospects of the Company, including, but not limited to a material loss or interference with its business
from fire, storm, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, whether or not arising in the ordinary course of business, (ii) the Company has not become
a party to, and neither the business nor the property of the Company has become the subject of, any litigation which, if adversely
determined, would have a material adverse effect on the business, properties, assets, condition (financial or otherwise) of the
Company, whether or not in the ordinary course of business (a “Material Adverse Effect”), and (iii) there have been
no transactions entered into by the Company, other than those in the ordinary course of business or reflected in the Offering
Documents, which are material with respect to the condition, financial or otherwise, or to the results of operations, or business
of the Company.


 


3.2.2     Recent
Securities Transactions. Etc. Since the most recent Balance Sheet date, and except as otherwise specifically stated in the
Offering Documents or on Schedule A (if any) hereto, the Company has not (i) issued any securities or incurred any liability or
obligation, direct or contingent, for borrowed money; (ii) declared or paid any dividend or made any other distribution on or
in respect to its capital stock; or (iii) issued any options, warrants or other rights to purchase the capital stock of the Company,
or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock
of the Company.


 






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3.3      
  No Preemptive Rights; Options; Registration Rights. Except as set forth in the Offering Documents, there are no
preemptive or other rights to subscribe for or purchase, or any restriction upon the voting or transfer of, any shares of
Common Stock, or other securities of the Company.


 


3.4        Financial
Statements. The financial statements (“Financials”) of the Company, including any notes thereto and supporting
schedules, included or incorporated by reference in the Offering Documents, fairly present the financial position and results
of operations of the Company at the dates thereof and for the periods covered thereby, subject, in the case of interim periods,
to year-end adjustments and normal recurring accruals. The Company has no material liabilities or obligations, contingent, direct,
indirect or otherwise except (i) as set forth in the balance sheet for the Balance Sheet Date included in the Financials or the
footnotes thereto, (ii) those incurred in the ordinary course of business since the Balance Sheet Date, and (iii) otherwise as
set forth in the Offering Documents. The Offering Documents also set forth all material outstanding amounts due to any employees,
officers, directors or stockholders of the Company, or to any of their respective affiliates, including, but not limited to, accrued
salaries, loans, etc.


 


3.5       Authorized
Capital; Options; Etc. The Company had, at the date or dates indicated in the Offering Documents, such duly authorized,
issued and outstanding capitalization as set forth in the Offering Documents.


 


3.6       Valid
Issuance of Securities: Etc.


 


3.6.1     Outstanding
Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued and are
fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to
personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company. All outstanding
options and warrants to purchase shares of capital stock constitute the valid and binding obligations of the Company,
enforceable in accordance with their terms. The authorized capital stock and outstanding options and warrants conform to all
statements relating thereto contained in the Offering Documents. The offers and sales of the outstanding capital stock,
options and warrants to purchase shares of capital stock were at all relevant times either registered under the Act and the
applicable state securities or Blue Sky Laws or exempt from such registration requirements.


 






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3.6.2     Common
Shares & Warrants. The securities have been duly and validly authorized and, when issued and delivered in accordance
with the terms of the Subscription Agreements, will be duly and validly issued, fully paid and non-assessable. The holders of
the shares and warrants will not be subject to personal liability by reason of being such holders and will not be subject to the
preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate
action required to be taken for the authorization, issuance and sale of the shares and warrants and the securities contained in
the warrants has been duly and validly taken.


 


3.7       Registration
Rights of Third Parties. Except as set forth in the Offering Documents or on Schedule B (if any) hereto, no holders of any
securities of the Company or of any options or warrants of the Company exercisable for or convertible or exchangeable into securities
of the Company have the right to require the Company to register any such securities of the Company under the Act or to include
any such securities in a registration statement to be filed by the Company.


 


3.8       Due
Authorization. The Company has full right, power and authority to enter into this Agreement and the Subscription Agreements,
to issue the securities and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated
by the Offering Documents. This Agreement has been, and the Subscription Agreements, when executed and delivered, will have been,
duly and validly authorized by all necessary corporate action and no further corporate action or approval is or will be required
for their respective execution, delivery and performance. This Agreement constitutes and each Subscription Agreement (assuming
the due authorization, execution and delivery by each subscriber) to be entered into by the Company with respect to the purchase
and sale of the securities, will constitute, when executed and delivered by the Company, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective terms (except (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’
rights generally, (ii) that the enforceability of the indemnification and contribution provisions of the respective agreements
may be limited by the federal and state securities laws and public policy, and (iii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought).


 






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3.9       No
Conflicts. The Company’s execution, delivery, and performance of this Agreement and the Subscription Agreements,
the consummation by the Company of the transactions contemplated herein and therein and the compliance by the Company with the
provisions of this Agreement and the Subscription Agreements have been duly authorized by all necessary corporate action and do
not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with
any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage,
deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money,
or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the
property or assets of the Company is subject; (ii) result in any violation of the provisions of the Certificate of Incorporation
or the By-laws of the Company; (iii) to the best of the Company’s knowledge, violate any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its material properties or material businesses; or (iv) have any material adverse effect on any permit, license, certificate,
registration, approval, consent, license or franchise necessary for the Company to own or lease and operate any of its properties
or to conduct its business.


 


3.10      No
Defaults. Except as described in the Offering Documents, no material default exists in the due performance and observance
of any term, covenant or condition of any permit, license, contract, indenture, mortgage, deed of trust, note, loan or credit
agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument
to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company
is subject the effect of which would have a Material Adverse Effect. Except as described in the Offering Documents, the Company
is not in violation of any material term or provision of its Certificate of Incorporation or By-Laws or in material violation
of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its properties or business.


 


3.11      Corporate
Power; Licenses; Consents.


 


3.11.1   Conduct
of Business. To the best of its knowledge, the Company has all requisite corporate power and authority, and has all necessary
authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials, agencies,
authorities and bodies to own or lease its properties and conduct its business as described in the Offering Documents. The Company
is and has been doing business in material compliance with all such authorizations, approvals, orders, licenses, certificates
and permits and all federal, state and local laws, rules and regulations. The disclosures in the Offering Documents concerning
the effects of federal, state and local regulation on the Company’s business as currently conducted or contemplated to be
conducted are correct in all material respects and do not omit to state a material fact. 


 






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3.11.2   Transactions
Contemplated Herein; Consents. The Company has all corporate power and authority to enter into this Agreement, and the
Subscription Agreements to carry out the provisions and conditions hereof and thereof, and all consents, authorizations,
approvals and orders required in connection therewith have been obtained. Except as set forth in the Offering Documents, no
consent, approval, authorization, order of, or filing with, any court, governmental agency, authority or other body is
required to consummate the transactions contemplated by this Agreement and the Subscription Agreements, and the issuance of
the securities, except that the offer and sale of the securities in certain jurisdictions may be subject to the provisions of
the securities or Blue Sky laws of such jurisdictions.


 


3.12      Title
to Property; Insurance. Except as set forth in the Offering Documents, the Company has good and marketable title to,
or valid and enforceable leasehold estates in, all items of real and personal property (tangible and intangible) owned or leased
by it, free and clear of all liens, encumbrances, claims, security interests, defects and restrictions of any material nature
whatsoever. The Company has adequately insured its properties against loss or damage by fire or other casualty and maintains such
insurance in adequate amounts that are adequate to protect its financial condition against the risks involved in the conduct of
its businesses.




 


3.13      No
Pending Actions. Except as set forth in the Offering Documents, there are no actions, suits, proceedings, claims, or
hearings of any kind or nature existing or pending (or, to the best knowledge of the Company, threatened) or, to the best knowledge
of the Company, any investigations or inquiries, before or by any court, or other governmental authority, tribunal or instrumentality
(or, the Company’s best knowledge, any state of facts which would give rise thereto), pending or threatened against the
Company, or involving the properties of the Company, which might result in any Material Adverse Effect or which might materially
adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement.
Except as described in the Offering Documents, there are no outstanding orders, judgments or decrees of any court, governmental
agency or other tribunal naming the Company and enjoining the Company from taking, or requiring the Company to take, any action,
or to which the Company, its properties or business, is bound or subject.


 



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3.14      Due
Incorporation, Qualification and Good Standing. The Company has been duly incorporated, validly exists as a corporation
and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing
as a foreign corporation for the transaction of business and is in good standing in each jurisdiction in which the ownership or
leasing of its properties or the conduct of its business requires such qualification or licensing, except where the failure to
qualify would not have a Material Adverse Effect. The Company has all requisite corporate power and authority necessary to own
or hold its properties and conduct its business as described in the Offering Documents.


 


3.15      Taxes. Except
as set forth in the Offering Documents or as set forth on Schedule 3.15 hereto, the Company has filed all federal tax returns
and all state and municipal and local tax returns (whether relating to income, sales, franchise, withholding, real or personal
property or other types of taxes) required to be filed under the laws of the United States and applicable states, and has paid
in full all taxes which have become due pursuant to such returns or claimed to be due by any taxing authority or otherwise due
and owing; provided, however, that the Company has not paid any tax, assessment, charge, levy or license fee that it is contesting
in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally
accepted accounting principles. Each of the tax returns heretofore filed by the Company correctly and accurately reflects the
amount of its tax liability thereunder. Except as set forth in the Offering Documents, the Company has withheld, collected and
paid all levies, assessments, license fees and taxes to the extent required. As used herein, “tax” or “taxes”
include all taxes, charges, fees, levies or other assessments imposed by any Federal, state, local, or foreign taxing authority,
including, without limitation, income, premium, recapture, credit, excise, property, sales, use, occupation, service, service
use, leasing, leasing use, value added, transfer, payroll, employment, license, stamp, franchise or similar taxes (including any
interest earned thereon or penalties or additions attributable thereto). The term “returns” means all returns, declarations,
reports, statements, and other documents required to be filed in respect of taxes.


 


3.16      Non-Circumvent.
The Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this
Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. The Company
(including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to
the Company by the Placement Agent on matters described in this Agreement or contact or negotiate with any confidential source
provided by Network 1, except through Network 1 or with the expressed written consent of Network 1 as to each such contact. The
Company shall not contact, deal with, or otherwise become involved in any transaction with any corporation, partnership, individual,
any banks, trust or lending institutions introduced by or through Network 1 without the permission of Network 1. Any violation
of this provision shall be deemed an attempt to circumvent this provision, and the Company shall be liable for damages in favor
of the circumvented party.


 






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3.17      Transactions
Affecting Disclosure to FINRA.


 


3.17.1   Finder’s
Fees. The Company is not obligated to pay a finder’s fee to anyone in connection with the introduction of the Company
to the Placement Agent, or the consummation of the Offering contemplated hereunder.


 


3.17.2   Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any FINRA member or its affiliate
or associates, except as specifically authorized herein.


 


3.18      Foreign
Corrupt Practices Act 


 


Neither the Company nor
any of its subsidiaries has, nor any director, officer, agent, employee or other person acting on behalf of the Company or any
subsidiary has in the course of his actions for or on behalf of the Company, used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee. Without limiting the generality of the foregoing,
the Company and its subsidiaries have not directly or indirectly made or agreed to make (whether or not said payment is lawful)
any payment to obtain, or with respect to, sales other than usual and regular compensation to its or their employees and sales
representatives with respect to such sales.


 


3.19      Intangibles. The
Company owns or possesses the requisite licenses or rights to use all material trademarks, service marks, service names, trade
names, patents and patent applications, copyrights and other rights (collectively, “Intangibles”) used by the Company
in its business or relating to products sold by the Company, and all such Intangibles are stated in the Offering Documents. Any
of the Company’s Intangibles which have been registered in the United States Patent and Trademark Office have been fully
maintained and are in full force and effect, except where the failure to do so would not result in a Material Adverse Effect.
There is no claim or action by any person pertaining to, or proceeding pending or to the Company’s knowledge, threatened
and the Company has not received any notice of conflict with the asserted rights of others which challenges the right of the Company
with respect to any Intangibles used in the conduct of the Company’s business except as described in the Offering Documents
or except where such challenge, even if successful, would not result in a Material Adverse Effect. To the best of Company’s
knowledge, the Intangibles and the Company’s current products, services and processes do not infringe on any intangibles
held by any third party. To the best of the Company’s knowledge, no others have infringed upon the Intangibles of the Company.


 






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3.19      Relations
With Employees.


 


3.19.1   Employee
Matters. The Company has generally enjoyed a satisfactory employer-employee relationship with its employees and is in
compliance in all material respects with all federal, state and local laws and regulations respecting the employment of its employees
and employment practices, terms and conditions of employment and wages and hours relating thereto. There are no pending investigations
involving the Company by the U.S. Department of Labor, or any other governmental agency responsible for the enforcement of such
federal, state or local laws and employment laws and regulations. There is no unfair labor practice charge or complaint against
the Company pending before a Labor Relations Board or any strike, picketing, boycott, dispute, slowdown or stoppage pending or
threatened against or involving the Company or any predecessor entity. No questions concerning representation exist respecting
the employees of the Company and no collective bargaining agreement or modification thereof is currently being negotiated by the
Company. No grievance or arbitration proceeding is pending under any expired or existing collective bargaining agreements of the
Company, if any.


 


3.19.2   Employee
Benefit Plans. Except as disclosed in the Offering Documents, the Company neither maintains, sponsors nor contributes
to, nor is it required to contribute to, any program or arrangement that is an “employee pension benefit plan, an employee
welfare benefit plan,” or a “multi-employer plan” as such terms are defined in Sections 3(2), 3(1) and 3(37),
respectively, of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (“ERISA Plans”).
Other than as disclosed in the Offering Documents, the Company does not, and has at no time, maintained or contributed to a defined
benefit plan, as defined in Section 3(35) of ERISA. Except as disclosed in the Offering Documents, there are no unfunded benefits
under any ERISA Plan which is subject to the funding standards of ERISA. Other than claims for benefits in the ordinary course,
there are no pending claims, litigation, arbitration or any other legal proceeding involving any ERISA Plan which may result in
material liability on the part of the Company or any ERISA Plan under ERISA or any other law, nor, is there any reasonable basis
for such a claim. The Company has no bonus, incentive or deferred compensation plans which constitute a continuing liability of
the Company, except individual arrangements of the Company with employees relating to their employment. There are no employees
of the Company who, in connection with their employment by the Company, are receiving any pension or retirement payments or are
entitled to receive any unfunded pensions not covered by a pension plan to which the Company is a party.


 






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3.20      Environmental
Matters. The Company and each of its subsidiaries is in compliance in all material respects with all Environmental and
Safety Requirements, and there are no proceedings pending or, to the knowledge of the Company, threatened against the Company
or any of its subsidiaries alleging any failure to so comply or involving any of its past operations or any real property currently
used by the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has received any written or oral
notice or report with respect to it or its facilities regarding any (A) actual or alleged violation of environmental and safety
requirements or (B) actual or potential liability arising under Environmental and Safety Requirements, including, without limitation,
any investigatory, remedial or corrective obligation. Neither the Company nor any of its subsidiaries has expressly assumed or
undertaken any liability of any other person under any Environmental and Safety Requirements. Neither the Company nor any of its
subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any
substance, or owned or operated any real property in a manner that has given rise to liabilities pursuant to CERCLA, SWDA or any
other Environmental and Safety Requirement, including any liability for response costs, corrective action costs, personal injury,
property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. “Environmental
and Safety Requirements” means all laws, orders, 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 materials, substances or wastes,
chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise or radiation, including, but not limited to, the SWDA, the Clean Air Act, as amended, 42 U.S.C.
 §§ 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq., the Emergency
Planning and Community Right-to-Know Act, as amended, 42 U.S.C. §§ 11001 et seq., CERCLA, the Hazardous Materials Transportation
Uniform Safety Act, as amended, 49 U.S.C. §§ 5101 et seq., the Occupational Safety and Health Act of 1970, as amended,
and the rules and regulations promulgated thereunder. “CERCLA” means the Comprehensive Environmental Response,
Compensation, and Liability Act, as amended, and the rules and regulations promulgated thereunder. “SWDA” means
the Solid Waste Disposal Act, as amended, and the rules and regulations promulgated thereunder.


 



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3.21      No
Regulatory Problems. The Company (i) has not filed a registration statement which is the subject of any pending proceeding
or examination under Section 8 of the Securities Act, and is not and has not been the subject of any refusal order or stop order
thereunder; (ii) is not subject to any pending proceeding under Rule 258 of the Securities Act or any similar rule adopted under
Section 3(b) of the Securities Act, or to an order entered thereunder; (iii) has not been convicted of any felony or misdemeanor
in connection with the purchase or sale of any security or involving the making of any false filing with the Commission; (iv)
is not subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminarily restraining
or enjoining, or any order, judgment, or decree of any court of competent jurisdiction permanently restraining or enjoining, the
Company from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving
the making of any false filing with the Commission; and (v) is not subject to a United States Postal Service false representation
order entered under Section 3005 of Title 39, United States Code; or a temporary restraining order or preliminary injunction entered
under Section 3007 of Title 39, United States Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code.


 


To the Company’s
knowledge, none of the Company’s directors, officers, or beneficial owners of five (5%) percent or more of any class of its
equity securities (i) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security,
involving the making of a false filing with the Commission, or arising out of the conduct of the business of an underwriter, broker,
dealer, municipal securities dealer, or investment advisor; (ii) is subject to any order, judgment, or decree of any court of competent
jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court
of competent jurisdiction, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice
in connection with the purchase or sale of any security, or involving the making of a false filing with the Commission, or arising
out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, or investment adviser; (iii)
is subject to an order of the Commission entered pursuant to Section 15(b), 15B(a) or 15B(c) of the Exchange Act, or is subject
to an order of the Commission entered pursuant to Section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended
or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national
securities exchange pursuant to Section 6 of the Exchange Act, an association registered as a national securities association under
Section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission to act constituting conduct
inconsistent with just and equitable principles of trade; or (v) is subject to a United States Postal Service false representation
order entered under Section 3005 of Title 39, United States Code, or is subject to a restraining order or preliminary injunction
entered under Section 3007 of Title 39, United States Code, with respect to conduct alleged to have violated Section 3005 of Title
39, United States Code.


 






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3.22      Stock
Collateral. None of the Company’s obligations to any third party are secured by any of the Company’s outstanding
securities other then the Security Agreement as it relates to this offering.


 


3.23      Reaffirmation. All
of the representations, warranties and covenants of the Company set forth in this Agreement or in any letter or certificate furnished
to Placement Agent pursuant hereto, each of which is incorporated herein by reference and made a part hereof, shall be true in
all material respects upon the execution of this Agreement.


 


4.          Representations
and Warranties of the Placement Agent. The Placement Agent represents and warrants as follows:


 


4.1       Due
Incorporation. The Placement Agent is duly incorporated and validly existing and in good standing under the laws of its
state of incorporation and is duly qualified as a foreign corporation for the transaction of business and is in good standing
in each jurisdiction where the failure to be so qualified would have a materially adverse effect on the business of the Placement
Agent.


 


4.2       Broker/Dealer
Registration. The Placement Agent is registered as a broker-dealer under Section 15 of the Exchange Act.


 


4.3       Good
Standing with FINRA. The Placement Agent is a member in good standing of the FINRA and no proceedings are pending or
to the Placement Agent’s knowledge, threatened, to revoke or limit such status.


 


4.4       Sale
in Certain Jurisdictions. Sales of Shares by the Placement Agent will be made only in such jurisdictions in which (i)
the Placement Agent is a registered broker-dealer or where an applicable exemption from such registration exists and (ii) the
Offering and sale of the securities is registered under, or is exempt from, applicable registration requirements.


 


4.5       Compliance
with Laws. Offers and sales of Shares by the Placement Agent will be made in compliance with the provisions of Rule 506
of Regulation D and/or Section 4(2) of the Act, and the Placement Agent will furnish to each investor a copy of the Offering Documents
prior to accepting any payments for Shares.


 






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4.5.1     Sale
to Accredited Investors, No General Solicitation.


 


The Placement Agent understands
that the securities have not been registered under the Securities Act or any Blue Sky law of any state and may not be offered or
sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and such Blue Sky laws. The Placement Agent agrees that it will not solicit offers for, or offer or sell, the securities by
any form of general solicitation or general advertising within the meaning of Section 4(2) of the Securities Act, and Rule 506
thereunder. The Placement Agent further agrees to not offer or sell or arrange for the offer or sale of the securities except (i)
to those the Placement Agent reasonably believes are “accredited investors” (as defined in Rule 501 of Regulation D),
or (ii) in any other manner that does not require registration of the securities under the Securities Act.


 


4.6       Due
Authorization.


 


The Placement Agent has all requisite power
and authority to execute, deliver and perform its obligations under this Agreement between the Company and the Placement Agent,
and this Agreement will be duly authorized and validly executed and delivered by the Placement Agent and constitutes a legal, valid
and binding agreement of the Placement Agent enforceable against the Placement Agent in accordance with its terms.


 


5.    Closing.


 


At or prior to each closing,
and as a condition of the Placement Agent’s obligations hereunder, the following shall have been satisfied: (i) the Company
shall have delivered to the Placement Agent at the closing (a) a certificate of the Company, signed by two executive officers thereof,
stating the representations and warranties contained herein are true and correct as of the date of such closing as if, and to the
same effect, the warranties and representations were made on such date; (b) Subscription Agreements signed by the Company; (c)
Consents of any party required to consummate this Offering and the transactions contemplated thereby; and (d) such other closing
documents as shall be reasonably requested by the Placement Agent and/or its counsel.


 


5.1       Placement
Agent’s Fees and Expenses.


 


5.1.1     Private
Placement Fee. As compensation for the services to be provided by Network 1 hereunder, the Company agrees to pay to Network
1 a placement fee (the “Private Placement Fee”) equal to 8% of the aggregate amount raised by the Company (the
 “Aggregate Amount Raised”) which shall be payable upon the consummation of the placement. For clarity, if the
Financing is consummated in more than one closing, the full amount of the initial closing shall become due and payable at the
initial closing and any additional Private Placement Fee amounts owed pursuant to 5.1.1 shall be payable upon the Company’s
receipt of the Aggregate Amount Raised at each closing.


 






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6.    Covenants. The
Company covenants and agrees that:


 


6.1       Expenses
of Offering and Other Expenses. The Company shall be responsible for, and shall pay, all fees, disbursements and expenses
incurred in connection with the Offering, including, but not limited to, the Company’s legal and accounting fees and disbursements,
the costs of preparing, printing, mailing and delivering, and filing, where necessary, the Offering Documents and all amendments
and supplements thereto (in such quantities as the Placement Agent may reasonably require), the costs of any “due diligence”
meeting held by the Company as requested by the Placement Agent, the fees and disbursements of the Placement Agent counsel.


 


6.2       Further
Assurances. The Company will take such actions as may be reasonably required or desirable to carry out the provisions
of this Agreement and the transaction contemplated hereby.


 


7.    Indemnification
and Contribution.


 


7.1       Indemnification
by the Company. The Company agrees to indemnify and hold harmless the Placement Agent and each person, if any, who controls
the Placement Agent within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities,
joint or several, to which the Placement Agent or such controlling person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact contained (A) in the Offering Documents, or (B) in any blue sky
application or other document executed by the Company specifically for blue sky purposes or based upon any other written information
furnished by the Company or on its behalf to any state or other jurisdiction in order to qualify any or all of the securities
under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”),
(ii) any breach by the Company of any of its representations, warranties or covenants contained herein or in any of the Subscription
Agreements, or (iii) the omission or alleged omission by the Company to state in the Offering Documents or in any Blue Sky Application
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and will reimburse the Placement Agent and each such controlling person for any legal or
other expenses reasonably incurred by the Placement Agent or such controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action, whether arising out of an action between the Placement Agent and a third party;
provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information regarding the Placement Agent which is furnished to the Company by the Placement
Agent specifically for inclusion in the Offering Documents or any such Blue Sky Application or (ii) any breach by the Placement
Agent of the representations, warranties or covenants contained herein (together, (i) and (ii) above are referred to as the “Non-indemnity
Events”).


 






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7.2       Indemnification
by the Placement Agent. The Placement Agent agrees to indemnify and hold harmless the Company and each person, if any,
who controls the Company within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages
or liabilities, joint or several, to which the Company or such controlling person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity
Event; and will reimburse the Company and each such controlling person for any legal or other expenses reasonably incurred by
the Company or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or
action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity
Event.


 


7.3       Procedure. Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying
party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from
any liability under this Section 7 as to the particular item for which indemnification is then being sought, but not from any
other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein,
and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof,
with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement
of any claim or action effected without the consent of such indemnifying party.


 






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7.3.1     Notice.
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by
certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees
next day delivery and provides a receipt, and such notices shall be addressed as follows:


 


	 	If to Network 1 Financial Securities: 	
        The Galleria

        2 Bridge Avenue, Suite 241 Red Bank, New Jersey 07701

        Attention: Damon Testaverde

        Fax: 732-758-6671 

         

	 	
         

        If to Kingold Jewelry Inc.: 
	
         

        Kingold Jewelry Inc. 

        Chairman & CEO 

        Zhihong Jia

        No. 8 Han Huang Road

        Jiang'an District

        Wuhan 430023, China 



  


Or to such other address as either party
may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice
given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip.


  


7.4       Contribution. If
the indemnification provided for in this Section 7 is unavailable to any indemnified party (other than as a result of the failure
to notify the indemnifying party as provided in Section 7.3 hereof) in respect to any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to
the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses (i)
in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and the Placement
Agent, on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above, but also
the relative fault of the Company, on the one hand , and of the Placement Agent, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and the Placement Agent, on the other hand, shall be deemed to
be in the same proportion as the total proceeds from the Offering (net of sales commissions, but before deducting other expenses)
received by the Company bear to the commissions received by the Placement Agent. The relative fault of the Company, on the one
hand, and the Placement Agent, on the other hand, will be determined with reference to, among other things, whether the untrue
or alleged untrue statement of a material fact of the omission to state a material fact relates to information supplied by the
Company, on the one hand, and the Placement Agent, on the other hand, and their relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 






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7.5       Equitable
Considerations. The Company and the Placement Agent agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation or by any method of allocation which does not take into account the equitable
consideration referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 (f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


7.6       Attorneys’
Fees. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses
referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim (including, without limitation, fees and disbursements of counsel incurred
by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified
party and any third party or otherwise).


 


8.    Termination.


 


8.1       Prior
to Completion of Offering Documents and Commencement of Offering. Prior to the completion of the Offering Documents and the
commencement of the Offering, either party may terminate this Agreement by giving written notice to the other party.


 


8.2       Following
Completion of Offering Documents and Commencement of Offering. Following the completion of the Offering Documents and the commencement
of the Offering, each of the Company and the Placement Agent will have the right to terminate this Agreement by giving written
notice as herein specified, at any time, at or prior to the Initial Closing:


 


(a) if the other party
shall have failed, refused, or been unable to perform any of its obligations hereunder, or breached any of its representations
or warranties hereunder; or


 



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(b) if, in the Placement
Agent’s or the Company’s reasonable opinion, there has occurred an event materially affecting the value of the securities.


 


The parties agree that
this payment [the aforementioned 8.2(a) and 8.2(b)] constitute liquidated damages and


 


(1)   is
Placement Agent’s monetary remedy for actual loss of compensation opportunity in connection with this Offering; and,


 


(2)   is
in full and final settlement of any Claim that Private Placement may have for Losses caused by the Company’s termination
of this Agreement on grounds other than that Placement Agent has failed, refused, or been unable to perform any of its obligations
or that Placement Agent has breached any of its representations or warranties under this Agreement; and,


 


(3)   That
this Liquidated Damages Clause shall not limit the exercise by Company of its rights to terminate the Agreement for material breach.


 


9.    Miscellaneous.


 


(a)       Governing
Law. This Agreement will be deemed to have been made and delivered in the State of New York and will be governed as to validity,
interpretation, construction, effect and in all other respects by the internal law of the State of New York, without regard to
principles of conflicts of law. The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to
this Agreement shall be instituted in the Supreme Court of New York, or in the United States District Court for the Southern District
of New York, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum
is an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of the Supreme Court of New York, and the United States
District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept
and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court
of New York or the United States District Court for the Southern District of New York and agrees that service of process upon it
mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any such suit,
action or proceeding.


 


(b)       Counterparts.
This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.


 


(c)       Parties.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Neither party may assign this Agreement or its obligations hereunder without the prior written consent of the other party. This
Agreement is intended to be, and is, for the sole and benefit of the parties hereto and the persons described in Section 7 hereof
and their respective successors and assigns, and for the benefit of no other person, and no other person will have any legal or
equitable right, remedy or claim under, or in respect of this Agreement.


 






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(d)       Amendment
and/or Modification. Neither this Agreement, nor any term or provision hereof, may not be changed, waived, discharged, amended,
modified or terminated orally, or in any manner other than by an instrument in writing signed by each of the parties hereto.


 


(e)       Validity.
In case any term of this Agreement will be held invalid, illegal or unenforceable, in whole or in part, the validity of any of
the other terms of this Agreement will not in any way be affected thereby.


 


(f)       Waiver
of Breach. The failure of any party hereto to insist upon strict performance of any of the covenants and agreements herein
contained, or to exercise any option or right herein conferred in any one or more instances, will not be construed to be a waiver
or relinquishment of any such option or right, or of any other covenants or agreements, and the same will be and remain in full
force and effect.


 


(g)       Further
Assurances. Each party to this Agreement will perform any and all acts and execute any and all documents as may be necessary
and proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions.


 


10.  Entire
Agreement.


 


This
Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof,
respectively, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied in this Agreement.
Any and all prior discussions, negotiations, commitments and understanding relating to the subject matter of these agreements are
superseded by them.


 




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If Kingold Jewelry
Inc. finds the foregoing is in accordance with its understanding with Network 1 Financial Securities, Inc.,
kindly sign and return to Network 1 Financial Securities, Inc. a counterpart hereof, whereupon this instrument along with all counterparts
will become a binding agreement between Kingold Jewelry Inc. and Network 1 Financial Securities, Inc.
Network 1 will remain committed to entering into this agreement provided it is executed by you on or before July 9, 2019.


 


 


NETWORK 1 FINANCIAL SECURITIES, INC.


 


 


	By:	/s/ Edward Cabrera
	 	Edward Cabrera
	 	Managing Director




 


 


AGREED TO BY Kingold
Jewelry Inc.; this the 9th day of July, 2019.


 


 


Kingold Jewelry Inc.


 


 


	By:	/s/ Zhihong Jia
	 	Zhihong Jia
	 	Chairman & CEO




 



    	 	© 2019 Network 1 Financial Securities, Inc.