Exhibit 10.18


 


SECURITIES SUBSCRIPTION AGREEMENT


 


by and among


 


Tianlun (Guiyang) Buyun Buyu Hospital Co., Ltd.
(“VIE ENTITY”),


 


Etao International Group (“PARENT”),


 


Etao International Healthcare Technology Co., Ltd.
(“WFOE”)


 


And


 


Subscribing Shareholders of the VIE Entity (collectively
as “SHAREHOLDERS”)


 


March 23, 2021


 






     


     


    

 


SECURITIES SUBSCRIPTION AGREEMENT


 


This SECURITIES SUBSCRIPTION
AGREEMENT (this "Agreement") is dated as of March 23, 2021, by and among Tianlun (Guiyang) Buyun Buyu Hospital
Co., Ltd., (together with its wholly-owned and majority-owned Subsidiaries, the “VIE Entity”), a company formed
under the laws of China, Etao International Group, an exempted company formed under the laws of the Cayman Islands (the
"Parent"), Etao International Healthcare Technology Co. (the “WFOE”), a Chinese company and wholly-owned
subsidiary of the Parent (collectively, the Parent and WFOE referred to herein as the "WFOE Parties"), and the shareholders
of the VIE Entity as listed on Annex A (each, a “Shareholder” and collectively, the “Shareholders”).
The Parent, WFOE, VIE Entity and Shareholders are sometimes hereinafter collectively referred to as the “Parties” and
each individually as a “Party.”


 


RECITAL


 


WHEREAS, VIE Entity,
incorporated in 2012, with the headquarters in the city of Guiyang, Guizhou, China, primarily focuses on providing reproductive healthcare
services and other medical services in China;


 


WHEREAS, the Parent
and WFOE are a New York based healthcare group with focuses on telemedicine and application of artificial intelligence technologies to
healthcare services;


 


WHEREAS, as of the
date of this Agreement, WFOE is registered in China and qualifies as a wholly foreign owned entity of the Parent, held through certain
wholly-owned Subsidiaries of the Parent;


 


WHEREAS, the Shareholders
intend to subscribe for certain amount of Class A ordinary shares of the Parent for a nominal amount as consideration;


 


WHEREAS, the WFOE Parties
are in the process of conducting a series of reorganizational transactions (the “Reorganization”) with approximately
fourteen (14) entities, including the VIE Entity, in the healthcare and insurance industries in China, Canada, Australia, and the United
Kingdom, with the expectation of reaching a valuation of approximately $330 million USD upon the completion of the contemplated Reorganization,
which cannot be guaranteed as of the date of this Agreement; and


 


WHEREAS, upon consummation
of the Reorganization, the Parent intends to conduct a business combination transaction with a listed and funded special purpose acquisition
company (the “SPAC”) to be identified by the Parent.


 


The Parties, intending to
be legally bound, agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


For purposes of this Agreement,
the following terms have the meanings specified or referred to in this Article I:


 


"Accounts Receivable"
means all of the VIE Entity's trade accounts receivable, notes receivable, employee advances, and other miscellaneous receivables.


 






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"Acquisition Proposal"
has the meaning set forth in Section 6.5(b).


 


"Affiliate"
shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control
with such Person. For the purposes of this definition, "control" (including the terms "controlled by" and "under
common control with"), with respect to the relationship between or among two or more Persons, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of
voting securities, by agreement or otherwise.


 


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


 


"Agreement"
has the meaning set forth in the first paragraph of this Agreement.


 


"Basket"
has the meaning set forth in Section 12.3.


 


"Business Day"
means any day other than a Saturday, Sunday, or public holiday under the laws of the State of New York.


 


"WFOE's Accountants"
means WFOE's independent, nationally recognized, certified public accountants.


 


"Cap" has
the meaning set forth in Section 12.3.


 


"Closing"
has the meaning set forth in Section 2.2.


 


"Closing Date"
has the meaning set forth in Section 2.2.


 


"VIE Entity’s
Intellectual Property Assets" means the Intellectual Property Assets owned or used by the VIE Entity.


 


“Confidential Information”
shall mean the information concerning a party’s current, future or proposed proprietary products and services, intellectual properties,
financial performance and projections, customers, employees, contracts, strategic relationships, marketing plans and business plans and
other information. All documents, disclosures and written or oral statements disclosed by a party (the “Disclosing Party”)
to the other party (the “Receiving Party”) in connection with this Agreement or the transactions contemplated herein shall
be deemed "Confidential Information" unless clearly marked otherwise. Any of the following information shall not be deemed confidential
for the purposes of this Agreement, if:


 


		a)	it was in the public domain at the time of communication to the Receiving Party or is later placed in
the public domain by the Disclosing Party;



 


		b)	it entered the public domain through no fault of the Receiving Party subsequent to the time of disclosure
hereunder to the Receiving Party;



 


		c)	it was in the Receiving Party's possession free of any obligation of confidence prior to disclosure hereunder;
or



 






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		d)	it was developed by employees or agents of the Receiving Party independently of and without reference
to any Confidential Information.



 





"Consent"
means any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization), including the satisfaction
of any requirement to pay any fees or other amounts under any Contract or instrument, arising in connection with the transactions contemplated
hereby.


 


"Consent Fees"
means all fees and other amounts payable to contractual counter-parties, Governmental Bodies (except for any transfer taxes) and other
third parties in connection with obtaining the Consents.


 


"Contract"
means any written or oral agreement, contract, license, sublicense, lease, sublease or binding commitment or arrangement.


 


“Currency Exchange
Rates” are deemed as follows, solely for the purposes of this Agreement, 1 USD= 6.70 RMB. USD shall mean the lawful currency
of the United States, RMB the lawful currency of China.


 


"Damages"
means any and all losses, damages, liabilities, obligations, costs and expenses, including without limitation, reasonable fees and disbursements,
sustained or incurred by the applicable Person.


 


“DeSPAC Merger”
means that the Parent shall conduct a business combination transaction with a special purpose acquisition company the securities of which
are listed on a U.S. national stock exchange market.


 


"Disclosure Schedules"
means, collectively, those schedules delivered by VIE Parties and attached to this Agreement that set forth the facts and circumstances
that qualify the representations and warranties of the VIE Parties in Articles III of this Agreement, and "Schedule"
means any individual schedule comprising part of the Disclosure Schedules.


 


"Encumbrance"
means any mortgage, easement, right of way, charge, claim, equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute
of ownership.


 


"Equipment"
means all equipment used by the VIE Entity in its operations or otherwise held by the VIE Entity, whether owned, leased or licensed, and
whether located at any facility or not, including, without limitation, all medical appliances and apparatus, cash registers, computers,
telephones, printers and other related equipment.


 


"GAAP" means
United States generally accepted accounting principles as in effect at the relevant time.


 


"Governmental Authorization"
means any approval, consent, license, permit, certification, registration, waiver, or other authorization issued, granted, given, required,
or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.


 






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"Governmental Body"
means any:


 


		a)	nation, state, county, city, town, village, district, or other jurisdiction of any nature;



 


		b)	federal, state, local, county, municipal, foreign, or other government;



 


		c)	governmental or quasi-governmental authority of any nature (including any governmental agency, branch,
department, official, or entity and any court or other tribunal); or



 


		d)	body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.



 


"Indebtedness"
means at any particular time, without duplication,


 


		a)	any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed
money,



 


		b)	any indebtedness evidenced by any note, bond, debenture or other debt security,



 


		c)	any indebtedness for the deferred purchase price of property or services with respect to which a Person
is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the
ordinary course of business which are not more than three months past due),



 


		d)	any banker's acceptances that are not used to purchase Inventory,



 


		e)	any indebtedness guaranteed in any manner by a Person (including, without limitation, guarantees in the
form of an agreement to repurchase or reimburse),



 


		f)	any obligations under capitalized leases with respect to which a Person is liable, contingently or otherwise,
as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss,



 


		g)	any indebtedness secured by an Encumbrance on a Person's assets, and



 


		h)	accrued interest in respect of any of the obligations described in the foregoing clauses (i) through
(vii) of this definition and all premiums, penalties, charges, fees, expenses and other amounts which would become due in connection
with the payment and satisfaction in full of such obligations on the Closing Date.



 


"Intellectual Property
Assets" means all: (A) patents, patent applications and patent disclosures; (B) trademarks, service marks, trade dress,
trade names, logos and slogans (and all translations, adaptations, derivations and combinations of the foregoing) and Internet domain
names, together with all goodwill associated with each of the foregoing; (C) copyrightable works and copyrights; (D) registrations
and applications related to any of the foregoing; (E) trade secrets, know-how, confidential information and inventions; (F) computer
software (including but not limited to source code, executable code, data, databases and documentation); (G) rights of publicity
and privacy relating to the use of the names, likenesses, voices, signatures and biographical information of real persons; and (H) other
intellectual property.


 






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"Inventory" means
all inventory owned, used or held for sale by the VIE Entity, including, without limitation, personal preventative products, drugs, dietary
supplements, disposable medical devices, surgical equipment, and any other instruments used in operating the hospital, and all shipments
in transit, and related items owned, used or held for use by the VIE Entity.


 


"IRC" means
the Internal Revenue Code of 1986, as amended, or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue
Code or any successor law.


 


"IRS" means
the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.


 


"Knowledge" with
respect to the VIE Entity, means knowledge of any member of Management, in each case, assuming a reasonable inquiry.


 


"Legal Requirement"
means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, court order, consent, decree, regulation, license, permit, statute, or treaty.


 


"Material Adverse
Effect (or Change)" means, with respect to a particular Person, any event, fact, circumstances or condition that, individually
or in the aggregate with any other such events, facts, circumstances or conditions, has had or would be reasonably expected to have (a) a
material adverse effect on the business, results of operations, assets or financial condition of such Person and its subsidiaries (if
any), taken as a whole, or (b) a material impairment of such Person's ability to consummate the transactions contemplated hereby;
provided, however, that the term "Material Adverse Effect or (Change)" shall not include any event, fact, circumstances or condition
to the extent resulting from an action affirmatively taken by WFOE or its Affiliates after the date hereof and prior to the Closing Date;
general economic changes or changes in the general industry of the VIE Entity; acts of terrorism or war; or political or civil instability,
disturbance or unrest.


 


"Material Contracts"
has the meaning set forth in Section 3.15(a).


 


"Organizational Documents"
means: (a) the articles or certificate of incorporation (memorandum and articles of association) or any formation documents and
the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the
limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the certificate of organization
or formation and limited liability company agreement of a limited liability company, including, without limitation, an operating agreement;
(e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and
(f) any amendment to any of the foregoing.


 


"Person" means
any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, labor union, or other entity or Governmental Body.


 


"Proceeding"
means any action, arbitration, audit, claim, grievance, hearing, investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.


 






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"Representative"
means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of
such Person, including legal counsel, accountants, and financial advisors.


 


"Subsidiary"
means each Person listed on Schedule 3.1(b).


 


"Tax" and
"Taxes" means (a) all income, gross receipts, franchise, estimated, excise, transfer, severance, value added, ad
valorem, fuel, sales, use, wage, payroll, workmen's compensation, employment, withholding, social security, alternative minimum, add-on
minimum, occupation, and real and personal property taxes; taxes measured by or imposed on capital; levies, imposts, duties, (license
and legislation fees); other taxes imposed by any Governmental Body, including assessments in the nature of taxes; interest, penalties,
fines, assessments and deficiencies relating to any tax or taxes; (b) liability for the payment of any amounts of the type described
in clause (a) arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to
be included) in any Tax Return relating thereto); and (c) liability for the payment of any amounts of the type described in clause
(a) as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other person.


 


"Tax Claim" means
any claim based upon, arising out of or otherwise in respect of, any inaccuracy in or any breach of any representation or warranty of
any VIE Party contained in this Agreement related to Taxes, including, without limitation, Section 3.10, and any claim for Damages
pursuant to Section 13.1.


 


"Tax 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) for Taxes.


 


"Tax Return"
means any return (including any information or amended return), report, statement, schedule, notice, form, or other document or information
filed with or submitted to, or required to be filed with or submitted to, any Governmental Body (including any schedule attached thereto)
in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation,
or enforcement of or compliance with any Legal Requirement relating to any Tax.


 


"Taxing Authority"
means any Governmental Body (whether federal, state, local, municipal, foreign or otherwise) responsible for the imposition, collection
or administration of any Tax.


 


ARTICLE II


 


SUBSCRIPTION OF SHARES; CLOSING


 


2.1          Subscription.
Subject to the terms and conditions of this Agreement, the Shareholders through their designated Person (the “Holdco”),
shall subscribe for Parent’s Class A Ordinary Shares (the “Subscription Shares”) in an amount as set forth
in Article 2.2 and Annex A for a nominal consideration of a total of $1USD payable by the Shareholders’ Representative
to the Parent.


 


2.2          Subscription
Shares.


 


(a)           Subject
to this Agreement, the Shareholders shall receive the Subscription Shares in a total amount of 1,576,507 Class A ordinary shares
of the Parent as the Subscription Share as set forth in Annex A to be registered under the name of Holdco, which is being formed
and will be owned jointly by the Shareholders.


 






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(b)           The
consummation of the transactions contemplated herein (the "Closing") provided for in this Agreement will take place
in New York, New York at the offices of Sichenzia Ross Ference LLP, at 10:00 a.m. (local time) on the later of (the "Closing
Date"): (a) May 30, 2021 or (b) the date that is five (5) Business Days following the satisfaction of the
closing conditions set forth in Articles VIII and IX (other than those conditions which by their nature are to be satisfied at the Closing,
but subject to the satisfaction or waiver thereof), or (c) the date that is five (5) Business Days following the formation
of the Holdco. Subject to the provisions of Article X, failure to consummate the transactions provided for in this Agreement on
the date and time and at the place determined pursuant to this Section 2.2 will not result in the termination of this Agreement
and will not relieve any party of any obligation under this Agreement.


 


2.3          Closing
Deliveries. At the Closing:


 


(a)           Shareholders
and the VIE Entity (collectively the “VIE Parties”), as the case may be, will deliver or arrange to be delivered to
WFOE Parties, either upon execution of this Agreement or the Closing Date:


 


		(i)	Upon execution of this Agreement, the Shareholders and the VIE Entity jointly entering into a series of
variable interest entity agreements (the “VIE Agreements”) as applicable substantially in the form attached herein
as Exhibit A, with the WFOE and/or its Affiliates to in effect transfer to the WOFE the control and financial interest in
all the equity interest encumbered under the VIE Agreements, constituting 51% of the issue and outstanding equity interest in the VIE
Entity (“VIE Entity Shares”) to the WFOE in the amount set forth in Annex A;



 


		(ii)	An officer’s certificate executed by the VIE Entity, certifying as to the satisfaction of the Closing
conditions set forth in Sections 8.1 and 8.2 hereof with respect to such VIE Entity, on the Closing Date;



 


		(iii)	A secretary certificate executed by the VIE Entity certifying as to the authority of each authorized officer
executing this Agreement, and the signature authentication of each authorized officer, on the Closing Date;



 


		(iv)	Upon execution of this Agreement, written consent from Zheqi Chen, the sole member of VIE Entity’s
board of directors (the “VIE Entity Board”) approving the Transactions set forth herein;



 


		(v)	Upon Closing, written consent from the VIE Entity Board to elect three additional members to the VIE Entity
Board as set forth in Section 5.2(b);



 


		(vi)	Upon Closing, proof of registration of the Shareholders pursuant to the Circular of the State Administration
of Foreign Exchange on the Administration of Overseas Investment and Financing and Round-Trip Investment by Domestic Residents;



 


		(vii)	On the Closing Date, proof of registration with a competent State Administration for Market Regulation
of the Share Pledge Agreement, which is part of the VIE Agreements; and



 


		(viii)	All other agreements, certifications, and other documents required to be executed and delivered by the
VIE Parties hereunder at the Closing.



 






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(b)           WFOE
or Parent, as the case may be, will deliver the following upon Closing:


 


		(i)	To Holdco for the benefit of the Shareholders, the Subscription Shares issued by Parent under the name
of Holdco, in the amount as set forth in Annex A, on the Closing Date;



 


		(ii)	To each Shareholder, the fully executed VIE Agreements by the authorized officer of the WFOE, upon execution
of this Agreement;



 


		(iii)	Upon Closing, to the Shareholders’ Representative, the Secretary’s certificates of each WFOE
Party certifying as to the authority of each authorized officer of WFOE Parties executing this Agreement, and the signature authentication
of each such authorized officer;



 


		(iv)	Upon Closing, to the Shareholders’ Representative, an officer’s certificate executed by each
WFOE Party certifying as to the satisfaction of the Closing conditions set forth in Sections 9.1 and 9.2 hereof;



 


		(v)	To the Shareholders’ Representative, written consent from the board of directors of each WFOE Party
approving the Transaction set forth in this Agreement, on the Closing Date; and



 


		(vi)	To the Shareholders’ Representative, all other agreements, certifications, and other documents required
to be executed and delivered by WFOE or Parent hereunder at the Closing.



 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES REGARDING VIE
PARTIES


 


Each of the Shareholders and the VIE Entity, jointly
and severally, represents and warrants to WFOE Parties as follows:


 


3.1          Organization
and Good Standing.


 


(a)            If
the VIE Party is an entity, each VIE Party is a corporation duly organized, validly existing, and in good standing in the respective jurisdictions
where each VIE Party was incorporated, with full corporate power and authority to conduct its business as it is now being conducted and
to own or use the properties and assets that it purports to own or use. Schedule 3.l (a) sets forth the current directors and executive
officers of the VIE Entity. The VIE Entity is duly qualified and authorized to transact business as a foreign corporation and is in good
standing in every jurisdiction where required except as disclosed on Schedule 3.1(a) hereto, such exceptions not giving rise, either
individually or in the aggregate, to a Material Adverse Effect.


 


(b)           Schedule
3.1(b) sets forth, as of the date hereof, the VIE Entity’s direct or indirect ownership interest in any subsidiary companies
or any other Person, its percentage ownership interest therein (and the ownership interest of any other Person therein) and the jurisdiction
in which each Subsidiary was organized. Each of the Subsidiaries is a corporation or other entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation. The Subsidiaries have all necessary corporate power
and authority to own or lease their respective properties and assets, as applicable, and to carry on their respective businesses as now
conducted and are duly qualified or licensed to do business as foreign corporations or other entities in good standing in all jurisdictions
in which the ownership of their property or the conduct of their business requires such qualification. Schedule 3.l (b) sets forth
the board of directors, if applicable, and executive officers of each Subsidiary.


 






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(c)           The
VIE Entity has made available to WFOE Parties prior to the execution of this Agreement, timely and complete copies of the Organizational
Documents of the VIE Entity and its Subsidiaries, as currently in effect.


 


3.2           Authority;
No Conflict.


 


This Agreement constitutes
the legal, valid, and binding obligation of the VIE Parties, enforceable against each VIE Party in accordance with its terms. Each VIE
Party has all corporate right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement will not, directly or indirectly contravene, conflict with, or result in a violation
of (A) any provisions of the Organizational Documents of each VIE Party (B) any of the terms or requirements of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by
each VIE Party, or (C) any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate
the maturity or performance of, or to cancel, terminate, or modify, any Material Contract to which the VIE Party is a party.


 


3.3          Capitalization.


 


(a)           VIE
Entity’s capital interests have been duly authorized and are validly issued and are fully paid and non-assessable and, except as
set forth on Schedule 3.3(a) hereto, are not subject to preemptive rights or any rights of first refusal or rights of rescission.
Except as referenced on Schedule 3.3(a), there are no Contracts for the issuance, sale or transfer of any equity securities or other securities
or interests of Shareholder.


 


(b)           Each
of the Shareholders is as of the date of this Agreement and will be on the Closing Date the record and beneficial owner and holder of
the respective amount of VIE Entity Shares as set forth in Annex A. Each Shareholder represents that its Shares will be in effect
transferred to WFOE on the Closing Date via the execution of the VIE Agreements, free and clear of all Encumbrances except for restrictions
imposed under any United States or Chinese federal or state securities law, as applicable.


 


3.4          Financial
Statements.


 


Attached hereto as Schedule
3.4 are the unaudited balance sheet of the VIE Entity at December 31 in each of the years 2015 and 2020, and the related unaudited
statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the
notes thereto (collectively as the "Year End Financial Statements"). Such Year End Financial Statements fairly present
in all material respects the financial condition and the results of operations of the VIE Entity, at the dates of and for the periods
referred to in such financial statements, all of which have been prepared in accordance with GAAP (except as set forth on Schedule 3.4)
and are auditable as required under Section 6.3 and 8.9 of this Agreement.


 


3.5          Books
and Records. The books of account, minute books, shareholder registry, and other records of the VIE Entity, all of which have been
made available to WFOE Parties prior to the execution of this Agreement, are complete and correct in all material respects.


 






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3.6          Title
to Assets; Encumbrances. (a) Schedule 3.6(a) contains a complete and accurate list of all (x) land, buildings and
real property owned by the VIE Entity (the "Owned Real Property") and (y) all leases and other agreements (including
all guaranties, assignments, amendments, extensions and renewals of such leases and other agreements) (the "Leases") under
which the VIE Entity holds any leasehold estates and other similar rights to use or occupy any land, buildings or other similar interest
in real property (the "Leased Real Property"). The VIE Entity has delivered or made available to WFOE Parties copies
of the deeds and other instruments (as recorded) by which the VIE Entity acquired its interest in the Owned Real Property, and copies
of all title insurance policies, opinions, abstracts, and surveys in the possession of the VIE Entity and relating to such property or
interest. Except as set forth on Schedule 3.6(a), the VIE Entity has not leased, subleased or granted the right to use or occupy any
portion of the Owned Real Property or Leased Real Property to any Person. Except as set forth on Schedule 3.6(a), the VIE Entity owns
or holds a valid and enforceable (i) title, in the case of Owned Real Property, an (ii) leasehold interest under the Leases,
in the case of Leased Real Property. Schedule 3.6(a) lists all of the mortgages, security interests and other types of encumbrances
on the Owned Real Property other than (A) liens for real estate Taxes assessed with respect to the Owned Real Property for the current
fiscal tax year but not yet due and payable; (B) mortgage or security interests incurred in connection with the purchase of property
or assets and shown on the balance sheet portions of the Year End Financial Statements and (C) other defects in title or Encumbrances
that do not materially restrict or impair the VIE Entity’s use of the Owned Real Property in the ordinary course of business.


 


(b)           Except
as set forth on Schedule 3.6(b), VIE Entity has good and marketable title to, or, in the case of leased properties and assets, a valid
leasehold interest in, all its material properties and assets (whether real, personal, or mixed and whether tangible or intangible) used
by the VIE Entity, located on any of the premises of VIE Entity or reflected in the books and records of the VIE Entity. To the Knowledge
of the VIE Entity, the buildings, plants, structures, and other material assets owned, leased or licensed by the VIE Entity are in reasonably
good operating condition and repair, in all material respects, ordinary wear and tear excepted, and are reasonably fit for the purposes
for which they are used by the VIE Entity, except for such conditions as would not have a materially adverse impact upon the use thereof.


 


(c)           Schedule
3.6(c) contains a complete and accurate list of all Equipment items owned, leased or licensed by the VIE Entity, grouped by category
of Equipment and the nature of the VIE Entity’s interest (owned, leased or licensed) with respect thereto. To the Knowledge of the
VIE Entity, each Equipment item is in reasonably good operating condition and repair, in all material respects, ordinary wear, tear, breakage
and malfunctions excepted, and is reasonably fit for the purpose for which it is used by the VIE Entity in its ordinary course of business,
except for such conditions as would not have a materially adverse impact upon the use thereof.


 


3.7          Intellectual
Property Matters. Schedule 3.7 attached hereto sets forth a complete and correct list of all of the intellectual property rights that
are owned by the VIE Entity: patents; patent applications; trademark applications; trademark registrations; Internet domain names; service
mark applications; service mark registrations; copyright registrations and material unregistered trademarks, service marks and copyrights.
In addition, Schedule 3.7 also sets forth all agreements relating to the licensing of Intellectual Property Assets by the VIE Entity to
a third party or by a third party to the VIE Entity, and all other agreements affecting the VIE Entity's ability to use or disclose any
Intellectual Property Assets, except for licenses for commercially available off-the-shelf computer software programs, applications or
products purchased or licensed for less than a total cost of $25,000.


 


3.8          Reserved.


 






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3.9          No
Undisclosed Liabilities. To the Knowledge of the VIE Entity, and except as set forth on Schedule 3.9, the VIE Entity has no material
liabilities or obligations of any nature (whether absolute, accrued, contingent, known or otherwise) not disclosed on the VIE Entity’s
Year End Financial Statements, except for liabilities that do not or would not reasonably be expected to have a Material Adverse Effect.


 


3.10       Taxes.


 


(a)           VIE
Entity has filed or caused to be filed all Tax Returns required to have been filed by it pursuant to applicable Legal Requirements. All
such Tax Returns are true, correct and complete in all material respects. Except as set forth in the Disclosure Schedules, the VIE Entity
has paid all Taxes shown on all Tax Returns it has filed, except such Taxes, if any, as are listed on Schedule 3. 10(a) and are being
contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided on the face of the balance
sheet portion of the Year End Financial Statements.


 


(b)           Except
as set forth on Schedule 3.10(b) there is no dispute or claim concerning any Tax Liability of the VIE Entity either (A) claimed
or raised by any Taxing Authority in writing that has been received by the VIE Entity or (B) as to which VIE Entity has Knowledge
based upon personal contact with any agent of such Taxing Authority. Schedule 3.10 lists all federal, state, local, and foreign income
Tax Returns filed with respect to VIE Entity for taxable periods commencing December 31, 2015 and ended on or before December 31,
2020.


 


3.11        Employee
Benefits.


 


Schedule 3.11 contains a complete
and accurate list of all plans and material benefit obligations (the “Employee Benefit Plan”) sponsored, maintained
or contributed to by the VIE Entity on behalf of or for the benefit of its current or former employees, directors or independent contractors.
The VIE Entity has delivered or made available to WFOE Parties a true and correct copy of the governing plan document for each Employee
Benefit Plan (including all amendments thereto).


 


3.12        Compliance
with Legal Requirements; Governmental Authorizations.


 


(a)            Except
as set forth on Schedule 3.12 or Schedule 3.17 or except where any failure to comply or any violation would not have a Material Adverse
Effect on the VIE Entity:


 


		(i)	VIE Entity is in material compliance with each Legal Requirement that is or was applicable to it or to
the conduct or operation of its business or the ownership or use of any of its assets;



 


		(ii)	no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute
or result in a material violation by VIE Entity of, or a material failure on the part of the VIE Entity to comply with, any Legal Requirement;
and



 


		(iii)	to the VIE Entity’s Knowledge, the VIE Entity has not received any written notice or communication
from any Governmental Body regarding: (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement, or
(B) any actual or alleged obligation on the part of the VIE Entity to undertake, or to bear all or any part of the cost of, any remedial
action of any nature.



 


(b)           To
the Knowledge of the VIE Entity, Schedule 3.12 and Schedule 3.17, taken together, contain all material franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary
for the VIE Entity and its Subsidiaries to own, lease and operate its properties and carry on their respective businesses, as they are
now being conducted or contemplated to be conducted in near future in all material respects (the “VIE Entity Permits”). As
of the date hereof, all of the VIE Entity Permits are in full force and effect and no material violation, suspension or cancellation
of any of the VIE Entity Permits is pending or, to the knowledge of the VIE Entity, threatened. Except as disclosed in Section 3.25
of the VIE Entity Disclosure Schedule, none of the VIE Entity Permits will be terminated or impaired in any material respect or become
terminable, in whole or in part, as a result of this Agreement. To the Knowledge of the VIE Entity, each Governmental Authorization listed
on Schedule 3.12 or Schedule 3.17 is valid and in full force and effect.


 






    11 


     


    

 


(c)           To
the Knowledge of the VIE Entity, its doctors, other medical professionals and any subcontractors they utilize, meet applicable government
license, certification and registration requirements. Except as disclosed on Schedule 3.12, none of the personnel is or has been, for
the past five (5) years from the date of this Agreement, a party to any malpractice claim, disciplinary investigation, criminal or
civil proceeding, or allegation for the breach of professional ethics or standards. Current credentialing documentation and verification
shall be maintained at each facility, consistent with accreditation standards and made available for inspection by the WFOE Parties upon
request. The VIE Entity shall require and approve procedures for the immediate notification to the WFOE Parties of any restrictions placed
on a health care professional’s license by a licensing board prior or subsequent to the Closing.


 


3.13        Legal
Proceedings. Except as set forth on Schedule 3.13, there is no pending Proceeding:


 


(a)           that
has been commenced by or against the VIE Entity or any of the material assets owned or used by the VIE Entity;


 


(b)           that
has been commenced by or against the doctors or other medical professionals employed by the VIE Entity; or


 


(c)           that
challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions
contemplated by this Agreement.


 


Except as set forth on Schedule
3.13, to the Knowledge of the VIE Entity, no such Proceeding has been threatened. Except as set forth on Schedule 3.13, there is no judgment,
decree, injunction, rule or order of any Governmental Body or arbitrator outstanding against the VIE Entity.


 


3.14        Absence
of Certain Changes and Events. Except as set forth on Schedule 3.14, since the date of the Year End Financial Statements, VIE Entity
has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any:


 


(a)           acquisition
of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing,
reorganizing or otherwise winding up VIE Entity’s business;


 


(b)           payment
or increase by the VIE Entity of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except,
with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material
amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract;


 






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(c)            adoption
of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan;


 


(d)           damage
to or destruction or loss of any asset or property of the VIE Entity, whether or not covered by insurance, which has had, or would reasonably
be expected to have, a Material Adverse Effect on the VIE Entity;


 


(e)           sale
(other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material
asset(s) or property of the VIE Entity, or any waiver, release, transfer or assignment of any right of material value, or any mortgage,
pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the VIE Entity except as noted on
Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement;


 


(f)            entry
into any Contract or other agreement providing for payments by VIE Entity in an aggregate amount exceeding $100,000 that is not terminable
by VIE Entity, without penalty, upon sixty (60) days notice, with the exception of agreements in the ordinary course of its business and
consistent with past practice;


 


(g)           any
modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder;


 


(h)           any
suspension or cancellation of any of the VIE Entity Permits;


 


(i)            loss
of use of any VIE Entity’s Intellectual Property Assets; or


 


(j)            any
events that will result in any other Material Adverse Changes to VIE Entity.


 


3.15        Material
Contracts; No Defaults. To the Knowledge of VIE Entity, after having made inquiry of all the VIE Entity employees authorized to enter
into Material Contracts on behalf of VIE Entity:


 


(a)           Schedule
3.15(a) contains a complete and accurate list, and the VIE Entity has delivered or made available to WFOE Parties prior to the execution
of this Agreement true and complete copies, of the following Contracts (together with the Leases listed on Schedule 3.6 and the Contracts
listed on Schedule 3.7(b), the "Material Contracts"):


 


		(i)	each Contract that involves the performance of services or delivery of goods or materials by VIE Entity
of an amount or value in excess of $100,000 either (A) during fiscal 2020 or (B) reasonably expected for the fiscal year 2021
or any fiscal year thereafter, except for purchase orders for finished goods in the ordinary course of business, consistent with past
practices and Contracts that are terminable by the VIE Entity without penalty or notice;



 


		(ii)	each Contract entered into by the VIE Entity outside the ordinary course of business involving, or reasonably
expected to involve, expenditures or receipts of the VIE Entity in excess of $25,000;



 


		(iii)	each Lease, rental or occupancy agreement, license, installment or conditional sale agreement, or other
Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property
(except personal property leases and installment and/or conditional sales agreements involving aggregate payments of less than $25,000);



 






    13 


     


    

 


		(iv)	each joint venture, partnership, and other similar Contract (however named) involving (or reasonably expected
to involve) a sharing of profits, losses, costs, or liabilities by the VIE Entity with any other Person;



 


		(v)	each Contract containing covenants that restrict the business activity of VIE Entity or limit the freedom
of the VIE Entity to engage in any line of business or to compete with any Person;



 


		(vi)	each Contract for capital expenditures in excess of $25,000;



 


		(vii)	each indenture, mortgage, trust, deed, promissory note, loan agreement, security agreement, guarantee
or other material agreement or material commitment for Indebtedness;



 


		(viii)	any indemnification agreements or other similar arrangements under which the VIE Entity is obligated to
indemnify any Person;



 


		(ix)	any settlement, conciliation or similar agreement pursuant to which VIE Entity is required to pay consideration
in excess of $100,000 after the date hereof;



 


		(x)	each Contract with any executive officers, directors, medical professionals, consultants or independent
contractors of the VIE Entity detailing their compensation, term, and any other material conditions therein; and



 


		(xi)	each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.



 


(b)           Each
Material Contract identified or required to be identified on Schedule 3.15(a) is in full force and effect and is valid and enforceable
in accordance with its terms.


 


(c)           Except
as set forth on Schedule 3.15(c):


 


		(i)	VIE Entity is in material compliance with all applicable terms and requirements of each Material Contract;



 


		(ii)	to the Knowledge of the VIE Entity, each other Person that has any obligation or liability under any Material
Contract is in material compliance with all applicable terms and requirements of such Material Contract;



 


		(iii)	to the Knowledge of the VIE Entity, no event has occurred or circumstance exists that (with or without
notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the VIE Entity or other Person
the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate,
or modify, any Material Contract; and



 


		(iv)	to the Knowledge of the VIE Entity, VIE Entity has not given to or received from any other Person, at
any time since the date of the Year End Financial Statements, any written notice or communication regarding any actual, alleged, possible,
or potential violation or breach of, or default under, any Material Contract.



 






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3.16        Insurance.


 


(a)           VIE
Entity has delivered or made available to WFOE Parties:


 


		(i)	true and complete copies or coverage abstracts or summaries of all policies of insurance, including medical
malpractice insurance, to which VIE Entity is a party or under which the VIE Entity, or any officer or director of the VIE Entity, is
or has been covered at any time within the two (2) years preceding the date of this Agreement (a list of material policies is set
forth on Schedule 3.16(a)); and



 


		(ii)	true and complete copies of all pending applications for policies of insurance (a list of which applications
is set forth on Schedule 3.16(a)).



 


The policies referred to in
clause (i) above provide the coverage required by any Material Contract to which the VIE Entity is a party to.


 


(b)           Except
as set forth on Schedule 3.16(b):


 


		(i)	To the Knowledge of the VIE Entity, VIE Entity has not received: (A) any refusal of coverage or any
notice that a defense will be afforded with reservation of rights, or (B) any notice of cancellation or any other indication that
any material insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing
or able to perform its obligations thereunder.



 


		(ii)	To the Knowledge of the VIE Entity, VIE Entity has paid all premiums due (or has accrued for such on its
financial statements), and has otherwise performed all of its obligations, under each policy to which the VIE Entity is a party or that
provides coverage to the VIE Entity or any director thereof.



 


3.17        Environmental
Matters. To the Knowledge of the VIE Entity:


 


(a)            Except
as set forth on Schedule 3.17(a) and except to the extent that the inaccuracy of any of the following, individually or in the aggregate,
would not have a Material Adverse Effect the VIE Entity:


 


		(i)	The VIE Entity holds and is in compliance with all Environmental Permits, and is and has otherwise been
in compliance with all applicable local and federal Environmental Laws and there is no condition that is reasonably likely to prevent
or materially interfere with compliance by the VIE Entity with Environmental Laws;



 


		(ii)	no modification, revocation, re-issuance, alteration, transfer or amendment of any Environmental Permit,
or review by, or approval of, any third party, including, without limitation, any Governmental Body, of any Environmental Permit or of
the environmental condition any real property owned by the VIE Entity or any of its Subsidiaries is required in connection with the execution
or delivery of this Agreement or the consummation by the VIE Entity of the transactions contemplated hereby or the operation of the business
of the VIE Entity on the date of the Closing; and



 


		(iii)	The VIE Entity has not received any Environmental Claim, nor, to the Knowledge of the VIE Entity, has
any Environmental Claim been threatened against the VIE Entity.



 






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(b)           Set
forth on Schedule 3.17(b) are all of the parcels of real property that are now, or have heretofore been, owned or leased by the VIE
Entity or its Subsidiaries, or otherwise used by the VIE Entity or its Subsidiaries for the conduct of the VIE Entity’s, or
to which any Hazardous Materials generated by the VIE Entity or its Subsidiaries have been delivered during the last ten years by a third
party.


 


(c)            Except
as set forth on Schedule 3.l7(c), no Hazardous Material which was generated, discarded, transported, or Released by any VIE Entity or
its Subsidiaries prior to the Closing Date is present, in a concentration or amount exceeding legally allowable limits applicable to the
use of the property in question or in a manner which violates any applicable Environmental Law or that is reasonably likely to require
any investigation, removal or response activity under any applicable Environmental Law, on any other real property, including, without
limitation any disposal site to which Hazardous Materials generated or transported by the VIE Entity have been delivered.


 


(d)            The
VIE Entity has delivered to WFOE Parties (or made available for WFOE's inspection) all reports, records, tests, evaluations, Governmental
Body and third party correspondence, and other documents relating to the storage, use, Release, manufacture, remediation, investigation,
or removal of Hazardous Materials by the VIE Entity or any of its Subsidiaries or the presence of any Hazardous Material on or about any
VIE Entity’s facility.


 


(e)            Except
as set forth on Schedule 3.l 7(e), no person has been exposed to any Hazardous Material stored, used, Released, generated, or transported
by or for any VIE Entity or any of its Subsidiaries in a manner which has caused, or is reasonably likely to cause, an adverse health
effect.


 


For purposes of this Agreement,
the terms below shall have the following meanings:


 


"Environmental Claim"
means any written complaint, notice, claim, demand, action, suit or judicial, administrative or arbitral proceeding by any Person
to VIE Entity asserting liability or potential liability (including without limitation, liability or potential liability for investigatory
costs, cleanup costs, governmental response costs, natural resource damages, property damage, personal injury, fines or penalties) arising
out of, relating to, based on or resulting from: (i) the presence, Release or threatened Release of any Hazardous Materials at any
location, (ii) circumstances forming the basis of any violation or alleged violation of any Environmental Laws or Environmental Permits,
or (iii) otherwise relating to obligations or liabilities under any Environmental Law.


 


"Environmental Laws"
means all applicable federal, state, county, and local statutes, rules, regulations, ordinances, orders and decrees, and all common
law, in each case relating in any manner to pollution, protection of human health and the environment, the exposure of Persons, property
or the environment to any Hazardous Materials, or the Release or threatened Release of any Hazardous Materials, to the extent and in the
form that such exist at the date hereof.


 


"Environmental Permits"
means all permits, licenses, registrations, exemptions and other governmental authorizations required under Environmental Laws for
the VIE Entity to conduct its operations as presently conducted.


 


"Hazardous Materials"
means all hazardous or toxic substances, wastes, materials or chemicals, petroleum and petroleum products, asbestos and asbestos-containing
materials, pollutants, contaminants and all other materials and substances, including but not limited to radiologically-contaminated materials
regulated pursuant to any Environmental Laws or that could result in liability under any Environmental Laws.


 






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"Release" means
any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the
environment (including but not limited to any ventilated or indoor air) or into any building or other man-made structure.


 


"Released" means
spilled, leaked, pumped, poured, emitted, emptied, discharged, injected, allowed to escape, allowed to leach, dumped, or disposed of into
the environment (including but not limited to any ventilated or indoor air) or into any building or other man-made structure.


 


3.18       Brokers
or Finders. Each VIE Party has incurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees
or agents’ commissions or other similar payment in connection with this Agreement or the transactions contemplated hereby.


 


3.19       Accounts
Receivable. Except as set forth on Schedule 3.19, all Accounts Receivable of the VIE Entity are reflected properly on its books and
records, are valid receivables and, to the Knowledge of the VIE Entity, are collectible in accordance with their terms at their recorded
amounts, subject only to the reserve for doubtful accounts set forth in the balance sheet portion of the Year End Financial Statements
(rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and
practice of the VIE Entity.


 


3.20       Inventory.
Except as set forth on Schedule 3.20, all Inventory is useable and saleable in the ordinary course of business, except for obsolete
items of below-standard quality, all of which have been written off or written down to estimated net realizable value (or reserves have
been established for such Inventory) in the books and records of the VIE Entity in accordance with GAAP. Except as set forth in Schedule
3.20, the Inventory is reflected on the balance sheet portion of the Year End Financial Statements in accordance with GAAP.


 


3.21       Relationships
with Customers, Sales Agents, and Suppliers.


 


(a)           Attached
hereto as Schedule 3.21(a) is a true and accurate list of (i) the names of the VIE Entity’s top ten customers (not including
individual patients) or sales agents (by dollar volume of sales to such customers or from the sales agents) and (ii) the names of
the top ten suppliers of the VIE Entity (by dollar volume of purchases from such carriers), for the 2018, 2019 and 2020 fiscal years and,
for each such customer (not including individual patients) or sales agent, as applicable, the volume of purchases by such customer (not
including individual patients) or sold by the sales agent, as applicable, for each such fiscal year. The VIE Entity has not received any
written notice from any material customer (not including individual patients) or key sales agent (except as listed on Schedule 3.21(a))
to the effect that, and the VIE Entity, to its Knowledge, has no reason to believe that, any material customer (not including individual
patients) or key sales agent will stop, materially decrease the rate of, or materially change the terms (whether related to payment, volume,
price or otherwise) with respect to, buying the products or services from the VIE Entity (whether as a result of the consummation of the
transactions contemplated hereby or otherwise). The VIE Entity has not received any written notice from any of its material supplier (except
as listed on Schedule 3.21(a)) to the effect that, and the VIE Entity, to its Knowledge, has no reason to believe that, such supplier
will stop, materially decrease the rate of, or materially change the terms (whether related to payment, volume, price or otherwise) with
respect to, supplying medical products or services to the VIE Entity (whether as a result of the consummation of the transactions contemplated
hereby or otherwise).


 


3.22       Related
Party Transactions. Except as set forth on Schedule 3.22, no director, officer, partner, employee, or Affiliate (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of the VIE Entity or its Subsidiaries (i) has
borrowed any monies from or has outstanding any indebtedness or other similar obligations to the VIE Entity or its Subsidiaries; (ii) owns
any direct or indirect interest of any kind in, or is a director, officer, employee, partner, Affiliate of, or consultant or lender to,
or borrower from, or has the right to participate in the management, operations or profits of, any person or entity which is (x) a
competitor, supplier, customer (not including individual patients), distributor, lessor, tenant, creditor or debtor of the VIE Entity
or its Subsidiaries, (y) engaged in a business related to the VIE Entity’s business or (z) participating in any transaction
to which the VIE Entity or its Subsidiaries is a party; or (iii) otherwise is or has been a party to any contract, arrangement,
understanding or transaction with the VIE Entity or its Subsidiaries. Except as set forth on Schedule 3.22, each of such agreements,
obligations and arrangements shall have been paid in full or, in the case of executory obligations, terminated prior to the Closing Date.


 






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3.23       Employees
and Labor Relations.


 


(a)            Schedule
3.23(a) hereto correctly sets forth the name and current annual salary of the VIE Entity’s full-time employees receiving more
than $120,000 in annual compensation and whether any employees are absent from active employment, including, but not limited to, leave
of absence or disability.


 


(b)            Except
as set forth on Schedule 3.24(c), the VIE Entity is not a party to any collective bargaining agreement or relationship; to the VIE Entity’s
Knowledge, no key employee or group of employees of the VIE Entity have any plans to terminate employment therewith; and to the VIE Entity’s
Knowledge, it does not have any material labor relations problems (including any union organization or decertification activities, threatened
or actual strikes or work stoppages or material employee grievances).


 


3.24        Closing
Date. Each of the representations and warranties of each VIE Party contained in this Article III, in the Schedules attached hereto
or in any certificate delivered by or on behalf of each VIE Party to WFOE Parties pursuant hereto shall be true and correct as of the
Closing Date as though then made and as though the Closing Date was substituted for the date hereof (or any other reference to the date
hereof or the date of this Agreement) throughout such representations and warranties; provided, however, that each VIE Party shall
update the Schedules hereto at or prior to the Closing Date to reflect changed conditions or circumstances after the date hereof. WFOE
Parties shall have the right to terminate this Agreement as a result of any such update to the Schedules that reflects a Material Adverse
Change.


 


3.25        Disclosures.
Neither this Agreement nor any of the Disclosure Schedules annexed hereto, nor any certificate or instrument furnished by each VIE
Party in writing to WFOE Parties or its counsel in connection with the transactions contemplated by this Agreement, when read together,
contains or will contain any material misstatement of fact or omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading in any material respect. Each VIE Party has not, after due inquiry, knowingly withheld from
WFOE Parties any information or fact which has, or would reasonably be expected to have, a Material Adverse Effect on any VIE Party.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF WFOE PARTIES


 


Each WFOE Party, jointly,
represents and warrants to the VIE Parties as follows:


 


4.1          Organization
and Good Standing. Each WFOE Party is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdictions
of its incorporation.


 






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4.2          Authority;
No Conflict.


 


(a)            This
Agreement constitutes the legal, valid, and binding obligation of each WFOE Party, enforceable against both WFOE Parties in accordance
with its terms. Each WFOE Party has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and
the other documents to be executed in connection herewith and to perform its obligations under this Agreement and the documents to be
executed in connection herewith.


 


(b)           Except
as set forth in Schedule 4.2, neither of the WFOE Party is not and will not be required to obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated
in this Agreement.


 


(c)           Except
as expressly set forth in this Agreement or in the attachments hereto, each WFOE Party is not a party to any other agreement or understanding
with any of the VIE Parties, or any of the VIE Parties’ employees.


 


4.3          Investment
Intent. WFOE is acquiring the de facto control over the VIE Entity Shares for its own account and not with a view to their distribution
within the meaning of Section 2(a)(l1) of the Securities Act of 1933, as amended.


 


4.4          Capitalization
of Parent. As of March 18, 2021, there were 6,001,000 Class B ordinary shares issued and outstanding, subject to further
adjustment and reclassification. As of the date of this Agreement, the Parent together with its Subsidiaries are conducting the first
round of Reorganization within the traditional healthcare, insurance, artificial intelligent medical technologies and telemedicine industries.
Upon completion of the Reorganization, the Parent expects to have approximately 33,016,600 ordinary shares, consisting of 29,714,900 Class A
ordinary shares and 3,301,700 Class B ordinary shares, to be issued and outstanding, where each Class A ordinary share shall
entitle its holder one (1) vote and each Class B ordinary share shall entitle its holder twenty (20) votes.


 


4.5          Certain
Proceedings. There is no pending Proceeding that has been commenced against either of the WFOE Party and that challenges, or may have
the effect of preventing, delaying, making illegal, or otherwise interfering with the performance of this Agreement or the transactions
contemplated herein. To each WFOE Party’s Knowledge, no such Proceeding has been threatened.


 


4.6          WFOE’s
Investigation. WFOE hereby acknowledges that to its knowledge, WFOE and its Representatives have been (a) given access to the
premises, properties, books, contracts and records of the VIE Entity and (b) furnished with all additional financial and operational
data and other information concerning the assets of the VIE Entity as WFOE and its Representatives have requested in connection with WFOE’s
determination to enter into this Agreement.


 


4.7          Brokers
or Finders. WFOE and its officers and agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders'
fees or agents' commissions or other similar payment in connection with this Agreement and will indemnify and hold each of the Shareholders
harmless from any such payment alleged to be due from the Shareholder(s) by or through WFOE as a result of the action of WFOE or
its officers or agents.


 






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ARTICLE V


 


OTHER AGREEMENTS


 


5.1          Shareholder’s
Leak-Out.


 


Except as set forth below
in Section 5.1 and subject to Section 5.6, as an inducement for the WFOE Parties to enter into this Agreement, Shareholders
hereby severally agree not to, through the Holdco, without the Parent’s written consent, (1) offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Subscription Shares, any securities convertible
into or exercisable or exchangeable for Subscription Shares (including the shares in the SPAC as a result of the DeSPAC Merger) or any
securities exchanged from or convertible from the Parent Ordinary Shares, whether now owned or hereafter acquired by the Shareholders
or with respect to which the Shareholders have or hereafter acquire the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any
Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction,
swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, Shareholders agree that the Shareholders
may not, directly or indirectly through the Holdco, sell to the public the number of the Lock-Up Securities in an amount more than what
is provided for in the following schedule during each of the four calendar years following the six month anniversary from the closing
of the DeSPAC Merger.


 


	Periods	 	Cumulative Leak-Out 
 Percentages of Lock-Up
 Securities Held by the
 Shareholders through the
 Holdco	 
	Within the first year of the six month anniversary from the closing of DeSPAC Merger	 	 	25	%
	Within the second year of the six month anniversary from the closing of DeSPAC Merger	 	 	50	%
	Within the third year of the six month anniversary from the closing of DeSPAC Merger	 	 	75	%
	Within the fourth year of the six month anniversary from the closing of DeSPAC Merger	 	 	100	%



 






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5.2          WFOE
Parties’ Management Post-Closing.


 


(a)            The
WFOE Parties hereby agree to reserve a seat on the Parent’s operation management committee (the “Management Committee”)
consisting of experts and such other professionals overlooking the management of Parent and reporting directly to the Parent Board. WFOE
Parties shall help the VIE Entity expand its business.


 


(b)           Upon
Closing, the VIE Entity Board shall elect three additional individuals designated by the Parent to the VIE Entity Board, resulting in
three fourth of the members of the VIE Entity Board being nominated by the Parent. The number of members of the VIE Entity Board shall
remain four (4) unless changed by the VIE Entity Board. Immediately upon Closing, VIE Entity Board shall consist of the following
individuals: Wensheng (Wilson) Liu, Xiaolei Yu, Xiaowu Ma and Zheqi Chen.


 


(c)           The
WFOE Parties hereby agree to refrain from having its designated directors of the VIE Entity’s board of directors vote to remove
or replace any executive officers of the VIE Entity for a period of one year from Closing Date unless i) the executive officer’s
performance does not meet the expectation of the board of directors of the VIE Entity; or ii) the executive office is accused of or convicted
of any felony or being investigated by any local or federal healthcare or securities related regulatory agency in the jurisdiction where
he or she resides or works.


 


5.3          Right
to First Refusal.


 


Upon the Closing, the WFOE
Parties shall have the right of first refusal to subscribe the Shareholder’s next offer to transfer equity securities of the VIE
Entity in either the form of VIE Agreements or another manner. If the WFOE Parties fail to accept in writing any such proposal for such
transfer within ten (10) calendar days after receipt of a written notice from any of the Shareholders containing such proposal, then
the WFOE Parties shall have no claim or right with respect to any such transfer contained in any such notice. If, thereafter, such proposal
is modified in any material respect, the transferring Shareholder will adopt the same procedure as with respect to the originally proposed
sale, and the WFOE Parties shall have the right of first negotiation with respect to such revised proposal in accordance with the terms
of this Section 5.3.


 


5.4          Covenants
post-Closing.


 


From the date of this Agreement
to Closing, none of the Parties shall encumber in any manner, such as imposing or creating any liens, mortgages, pledges or any other
encumbrances, any of the assets owned by the VIE Entity, except in the ordinary course of the VIE Entity’s business.


 


5.5.         Liabilities
prior to Closing.


 


Both the VIE Parties and the
WFOE Parties agree that the Shareholders and VIE Entity shall be jointly and severally liable for any liabilities, debts and obligations
incurred by the VIE Entity prior to the Closing Date, and the WFOE Parties shall not be required to provide funding or services to pay
off any liabilities and debts or fulfill any obligations incurred by the VIE Entity prior to the Closing Date.


 


5.6           Allowed
Pledges.


 


Notwithstanding Section 5.1,
upon one year anniversary from the closing of the DeSPAC Merger or the completion of the Parent’s IPO, as the case may be, any and
all of the Shareholders may pledge any or all of their shares in the combined public company or the Parent, as applicable, with a local
commercial bank to finance the establishment of a private hospital within the geographical area of VIE Entity’s business subject
to a thirty (30)-day written notice to the Parent.


 






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5.7           VIE
Entity’s Expansion.


 


Upon Closing of this transaction,
the WFOE shall oversee and manage the VIE Entity’s business and introduce the VIE Entity to the healthcare providers in the United
States that work for the Parent and the Parent’s Affiliates. Upon Closing, the WFOE Parties shall use its commercially reasonable
efforts to integrate the VIE Entity into its management system and provide the VIE Entity with:


 


		i.	Access to Parent’s artificial intelligence data and smart healthcare system;



 


		ii.	Expand Etao Plus marketing system to other hospitals and clinics under the Parent;



 


		iii.	Training for VIE Entity’s healthcare service providers;



 


		iv.	Access to the Parent’s wholesale channels of certain medical equipment and drugs;



 


		v.	Coordinating with doctors regarding joint diagnosis at the hospitals and clinics under the Parent;



 


		vi.	Access to the WFOE’s future medical image center and heavy-duty medical diagnosis equipment;



 


		vii.	Joint therapy services combining western and Chinese therapies; and



 


		viii.	Other services that WFOE Parties believes beneficial for the VIE Entity’s business operations.



 


5.8          Reserved.


 


ARTICLE VI


 


COVENANTS OF VIE PARTIES PRIOR TO CLOSING DATE


 


6.1          Access
and Investigations.


 


Between the date of this Agreement
and the Closing Date, the VIE Entity and its Representatives will, during normal business hours: (i) afford WFOE Parties and their
Representatives reasonable access to the VIE Entity’s properties, contracts, books and records, and other documents and data, (ii) afford
WFOE Parties and its Representatives reasonable access to the VIE Entity’s personnel, customers, suppliers and licensors, provided
that the WFOE Parties notify the VIE Entity in advance of the personnel, customers, suppliers and licensors to which they want access,
and will allow the VIE Entity to participate in any contacts with such personnel, customers, suppliers and licensors, (iii) furnish
or make available to WFOE Parties and WFOE Parties’ Representatives copies of all such contracts, books and records, and other existing
documents and data as WFOE Parties may reasonably request, and (iv) furnish or make available to WFOE Parties and WFOE Parties’
Representatives such additional financial, operating, and other data and information as WFOE Parties may reasonably request so long as
such request does not unreasonably interfere with the operation of the VIE Entity’s business in the ordinary course.


 






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6.2          Operation
of the VIE Entity.


 


Between the date of this Agreement
and the Closing Date, the VIE Entity shall:


 


(a)            except
as set forth on Schedule 6.2(a), conduct the business of the VIE Entity only in the ordinary course of business consistent with past
practice;


 


(b)           not
pay dividends or make any cash or stock distributions to the VIE Parties, except for payment of customary year-end bonuses in an amount
consistent with prior years’ practices;


 


(c)           not
withdraw cash or liquidate marketable securities for the payment of amounts outside of the ordinary course of business, except as approved
by the WFOE in writing;


 


(d)           not
amend any of the VIE Entity’s Organization Documents;


 


(e)            not
issue any shares of its capital stock or rights to acquire shares of its stock;


 


(f)            not
employ any doctor and other health care professional without proper professional credentials;


 


(g)           use
commercially reasonable efforts to maintain the goodwill of the VIE Entity’s suppliers, customers, distributors, licensors and employees;
and


 


(h)           not
create, incur, assume or suffer to exist any Indebtedness not in existence on the date of this Agreement except as approved by the WFOE
in writing.


 


6.3          Negative
Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3, between the date of this Agreement
and the Closing Date, the VIE Entity will not, without the prior consent of WFOE, take any affirmative action, or fail to take any reasonable
action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected
to occur.


 


6.4          Cooperation
Regarding Financial Statement Audit. Between the date of this Agreement and the Closing Date, the VIE Parties shall cooperate with
WFOE and WFOE's Accountants in their timely preparation of audited consolidated financial statements of the VIE Entity in compliance
with the United States Generally Accepted Accounting Principles (the “U.S. GAAP”) for the periods required by Rule 3-05(b) of
Regulation S-X promulgated by the United States Securities and Exchange Commission.


 


6.5          Non-Solicitation.


 


(a)           From
and after the date of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to Article IX,
the VIE Parties will not, and will not permit their respective Representatives to, directly or indirectly enter into any agreement or
understanding with, any Person (other than WFOE and its Affiliates) for the purpose of making, or otherwise facilitate the making of,
an "Acquisition Proposal" (as defined below). In furtherance of the foregoing, the VIE Parties will promptly notify WFOE if
it receives any proposal, inquiry or request for information in connection with an Acquisition Proposal or potential Acquisition Proposal.


 


For the purposes of this
Agreement, "Acquisition Proposal" shall mean any one of the following (other than the transactions contemplated herein):
(i) a proposal for any transaction pursuant to which any Person or group of Persons (other than Shareholders) (a "Third
Party") proposes to acquire beneficial ownership of any equity securities of VIE Entity, whether from a VIE Entity or pursuant
to a tender offer, exchange offer, recapitalization, reorganization or otherwise, (ii) a proposal for any merger, consolidation
or other business combination involving the VIE Entity pursuant to which any Third Party proposes to acquire beneficial ownership of
any equity securities of the VIE Entity or of the entity surviving such merger, consolidation or other business combination, (iii) a
proposal for any other transaction or series of related transactions (including any license) pursuant to which any Third Party proposes
to acquire control of any assets of the VIE Entity (other than a proposal to acquire inventory in the ordinary course of business consistent
with past practices), or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement
to engage in any of the foregoing.


 






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(b)           Notwithstanding
the foregoing, no provision of this Section 6.5 shall be construed (i) to prohibit any of the Shareholders or their respective
Representatives from responding to any proposal, inquiry or request for information in connection with an Acquisition Proposal or potential
Acquisition Proposal for the purpose of advising the Person making such proposal, inquiry or request of the Shareholder’s obligations
under this Section 6.5 or (ii) to require any of the Shareholders or their respective Representatives to disclose to WFOE any
terms and conditions of any such proposal, inquiry or request, including the identity of the party making an Acquisition Proposal.


 


6.6          Notice
of Developments. Any of the VIE Parties shall give prompt written notice to WFOE of any development causing, or which would reasonably
be expected to cause, a breach of any of the VIE Entity’s representations and warranties set forth in Article III above. No
disclosure by any VIE Party pursuant to this Section 6.6, however, shall be deemed to amend or supplement the Disclosure Schedules
or to prevent or cure any misrepresentation or breach of warranty by such VIE Party.


 


6.7          Consents.
The VIE Parties shall use their reasonable best efforts to obtain as soon as practicable all third-party Consents (including those
identified on Schedule 4.2), and give, as soon as practicable after the date hereof, all third-party notices, in each case which may
be required under any instruments, Contracts, commitments, or arrangements in connection with the consummation of the transactions contemplated
hereby, and WFOE will cooperate with the VIE Parties in assisting them to obtain such third-party Consents and to deliver such third-party
notices; provided that nothing herein shall be deemed to require WFOE Parties to incur any costs or expenses in connection with such
cooperation. The VIE Parties shall pay all Consent Fees required in connection with obtaining such third-party consents, approvals or
the giving of such notices, including, without limitation, any fees or other amounts payable under any Contract in connection with the
transactions contemplated hereby.


 


6.8          Reserved.


 


6.9          Reserved.


 


6.10        Assignments.
Between the date of this agreement and the Closing Date, the VIE Parties (or their Affiliates, as applicable) shall execute and have
executed necessary and proper assignment documents evidencing the assignment, for no additional consideration (beyond the entry into
this Agreement), of all VIE Entity Intellectual Property Assets or other assets used in or necessary for the conduct of the VIE Entity’s
business as conducted the ownership of which is currently vested in employees, consultants or Affiliates of the VIE Entity, or Shareholder(s).
For the sake of clarification, the foregoing sentence shall not require the assignment to the VIE Entity of any real property that is
currently leased to the VIE Entity pursuant to a valid, written lease agreement.


 






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ARTICLE VII


 


COVENANTS OF WFOE PARTIES


 


Notice of Developments-WFOE.
Each WFOE Party shall give prompt written notice to the other parties hereto of any Material Adverse Change (but in no event later
than five (5) Business Days after a WFOE Party becomes aware of any such Material Adverse Change) causing, or which would reasonably
be expected to cause, a breach of any of WFOE Party’s representations and warranties set forth in Article IV above, or which
would prevent or adversely impact, in a material way, the WFOE Party’s ability to consummate the Transaction contemplated herein.
No disclosure by a WFOE Party pursuant to this Section 7.1, however, shall be deemed to amend or supplement any Schedule annexed
hereto or to prevent or cure any misrepresentation or breach of warranty by the WFOE Party.


 


ARTICLE VIII


 


CONDITIONS PRECEDENT TO WFOE'S OBLIGATION TO
CLOSE


 


WFOE Parties’ obligation
to subscribe the VIE Entity Shares and to take the other actions required to be taken by WFOE Parties at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by either WFOE Party,
in whole or in part):


 


8.1          Accuracy
of Representations. Each of the representations and warranties of the VIE Parties contained in this Agreement, including any updated
Schedules as contemplated by Section 3.25 hereof, or in any certificate delivered to WFOE in connection herewith shall be true and
correct (but determined in each case without giving effect to any qualifications therein referencing the terms "material" or
 "Material Adverse Effect" or other terms of similar import or effect) when made and as of the Closing (with the same force and
effect as if made as of the Closing), except where all failures of such representations and warranties to be so true and correct have
not had, and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect on the VIE Entity or the WFOE Parties.


 


8.2          Covenants.
Each of the covenants and other agreements contained in this Agreement to be complied with by the VIE Parties on or before the Closing
Date shall have been complied with in all material respects.


 


8.3          Third
Party Consents. Each of the Consents identified on Schedule 8.3 hereto shall have been obtained by the VIE Entity or Shareholders
on terms and conditions reasonably acceptable to WFOE Parties and shall be in full force and effect.


 


8.4          No
Proceedings. Since the date of this Agreement, there must not have been commenced against WFOE, or against any Person affiliated with
WFOE, any Proceeding that, in the reasonable good faith judgment of WFOE, based on the advice of outside counsel, would have a reasonable
prospect of surviving a motion for summary judgment by WFOE before any Governmental Body of competent jurisdiction which (a) seeks
to enjoin, restrain or otherwise prohibit the consummation of the transactions contemplated hereby; (b) seeks to impose criminal
penalties in connection with the consummation of the transactions contemplated hereby; or (c) would reasonably be expected to have
a Material Adverse Effect on the VIE Entity or WFOE, including, without limitation, preventing, delaying, making illegal, or otherwise
interfering with the consummation of any of the transactions contemplated hereby.


 


8.5          Management
Employment Agreements. When and if the WFOE Parties decide to have an employment agreement between the VIE Entity and Junsheng Chen,
the President of the VIE Entity, the VIE Board shall review and approve the terms and conditions of such employment agreement.


 


8.6          Closing
Deliveries. WFOE shall have received each of the deliveries set forth in Section 2.3(a) hereto.


 






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8.7         Certificates.
The VIE Entity and Shareholders shall have delivered to WFOE: (i) a copy of the Organizational Documents of the VIE Entity; (ii) a
certificate of good standing or equivalent for the VIE Entity from the respective states of incorporation; (iii) certificates of
good standing or qualification for each other jurisdiction in which the VIE Entity is qualified or admitted to do business, with respect
to each of (i)-(iii) above, such certificates to be dated no more than ten Business Days prior to the Closing Date; and (iv) a
certificate, dated as of the Closing Date and executed by the Secretary of the VIE Entity, certifying to (A) the incumbency of all
officers executing this Agreement and/or any document contemplated hereby on behalf of the VIE Entity, (B) the accuracy and completeness
of attached copies of the VIE Entity’s Organizational Documents, (C) the resolutions of each VIE Party’s Board, if the
VIE Party is an entity, and requisite shareholders of the VIE Entity authorizing and approving the execution and delivery of this Agreement,
the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby.


 


8.8          Reserved.


 


8.9          Financial
Statements; Audit.


 


(a)            The
WFOE Parties shall have prepared audited consolidated financial statements of the VIE Entity that are in compliance with the U.S. GAAP
for the last two completed fiscal years.


 


(b)            The
WFOE (together with WFOE’s Accountants) shall have conducted an on-site audit of the VIE Entity’s Accountants work in reviewing
the VIE Entity’s financial statements for the two years ended December 31, 2020 and 2019, the results of which shall be reasonably
satisfactory to WFOE and shall have evidenced whether (i) there are no material changes to the corresponding information contained
in the financial statements prepared by the VIE Entity.


 


8.10        Affiliate
Leases. The WFOE shall have been granted access to and reviewed all real property leases entered into by and between the VIE Entity
(and/or its Subsidiaries) and any officer, director, stockholder, employee or Affiliate of such VIE Entity (or an Affiliate of any of
the foregoing), and the terms of each such lease shall have been satisfactory to WFOE in its sole and absolute discretion.


 


8.11        Satisfaction
of Legal and Financial Due Diligence. WFOE and its counsel shall have completed their legal and financial due diligence concerning
the VIE Entity, the results of which shall have been satisfactory to WFOE in its sole discretion.


 


ARTICLE IX


 


CONDITIONS PRECEDENT TO VIE PARTIES' OBLIGATION
TO CLOSE


 


The VIE Parties’ obligation
to transfer the VIE Entity Shares and to take the other actions required to be taken by each VIE Party at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing on behalf of a VIE
Party, as applicable, by Shareholders’ Representative, in whole or in part):


 


9.1          Accuracy
of Representations. Each of the representations and warranties of WFOE Parties contained in this Agreement or in any certificate
delivered to the VIE Parties in connection herewith shall be true and correct (but determined in each case without giving effect to any
qualifications therein referencing the terms "material" or "Material Adverse Effect" or other terms of similar import
or effect) when made and as of the Closing (with the same force and effect as if made as of the Closing), except where all failures of
such representations and warranties to be so true and correct have not had, and would not reasonably be expected to have, in the aggregate,
a Material Adverse Effect on any of the VIE Parties.


 






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9.2          Covenants.
Each of the covenants and other agreements contained in this Agreement to be complied with by each WFOE Party on or before the Closing
Date shall have been complied with in all respects, except where all failures to so comply with such covenants in the aggregate have not
resulted, and would not reasonably be expected to result, in a material adverse effect on any VIE Party or the ability of the WFOE Parties
to consummate the transactions contemplated in this Agreement.


 


9.3          No
Proceedings. Since the date of this Agreement, there must not have been commenced against any VIE Party, or against any Person affiliated
with a VIE Party, any Proceeding that, in the reasonable good faith judgment of the VIE Party, based on the advice of outside counsel,
would have a reasonable prospect of surviving a motion for summary judgment by the VIE Party before any Governmental Body of competent
jurisdiction which (a) seeks to enjoin, restrain or otherwise prohibit the consummation of the transactions contemplated hereby;
(b) seeks to impose criminal penalties in connection with the consummation of the transactions contemplated hereby; or (c) would
reasonably be expected to have a Material Adverse Effect on a VIE Party, including, without limitation, preventing, delaying, making illegal,
or otherwise interfering with the consummation of any of the transactions contemplated hereby.


 


9.4          Certificates.
The WFOE Parties shall have delivered to each VIE Party: (i) a copy of the memorandum and articles of association of each WFOE
Party; (ii) a certificate of good standing for each WFOE Party from the jurisdiction of its incorporation; with respect to each of
(i)-(ii) above, such certificates to be dated no more than ten Business Days prior to the Closing Date; and (iv) a certificate
or certificates, dated as of the Closing Date and executed by the Secretary of each WFOE Party, certifying to (A) the incumbency
of all officers executing this Agreement and/or any document contemplated hereby on behalf of the WFOE Party, (B) the accuracy and
completeness of attached copies of the WFOE Party’s Organizational Documents, (C) the resolutions of the Board of Directors
of the WFOE Party authorizing and approving the execution and delivery of this Agreement hereby, the performance of its obligations hereunder,
and the consummation of the transactions contemplated hereby.


 


ARTICLE X


 


TERMINATION


 


10.1        Termination
Events. This Agreement may, by notice given prior to or at the Closing, be terminated:


 


(a)            by
either WFOE Parties or VIE Parties if a material breach of any provision of this Agreement has been committed by a VIE Party (in the case
of a termination by WFOE Parties) or a WFOE Party (in the case of a termination by the Shareholders’ Representative) and such breach
has not been waived, provided that written notice has been given to such other parties of the intention to terminate under this Section 10.l(a) due
to such breach and such other parties have not cured such breach within fifteen (15) days of receipt of such notice;


 


		(b)	(i) by WFOE Parties if any of the conditions in Article VIII have not been satisfied as of the
Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of WFOE Parties to comply
with their obligations under this Agreement) and WFOE Parties have not waived such condition on or before the Closing Date; or



 






    27 


     


    

 


		(ii)	by the Shareholders’ Representative, if any of the conditions in Article IX have not been satisfied
as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any VIE Party
to comply with their obligations under this Agreement) and the Shareholders’ Representative have not waived such condition on or
before the Closing Date;



 


(c)           by
mutual written consent of all of the parties; or


 


(d)           by
any Party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply with
its obligations under this Agreement) on or before June 30, 2021, or such later date that the parties may agree upon in writing.


 


10.2        Effect
of Termination. Each Party’s right of termination under Section 10.1 is in addition to any other rights it may have under
this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated
pursuant to Section 10.1, all further obligations of the Parties under this Agreement will terminate, except that the provisions
of Article XIV will survive after such termination; provided that if this Agreement is terminated by a Party because of the
breach of the Agreement by the other Party or because one or more of the conditions to the terminating Party's obligations under this
Agreement is not satisfied as a result of the other Party's failure to comply with its obligations under this Agreement, the terminating
Party's right to pursue all legal remedies will survive such termination unimpaired for a period of six (6) months after such termination.


 


ARTICLE XI


 


SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS


 


11.1        Covenants.
Claims with respect to any breach of a covenant or obligation in this Agreement must be brought within twenty-four (24) months of
such breach coming to the attention of the other party; provided that claims with respect to any covenant or obligation to be performed
and complied with by any party prior to the Closing Date must be brought within twenty-four (24) months after the Closing Date.


 


11.2        Other
Agreements. Claims with respect to any breach of an obligation under Article V in this Agreement must be brought within eighteen
(18) months of such breach coming to the attention of the other party; except that the claims with respect to an obligation having a specific
period to be fulfilled may be brought within eighteen (18) months after such specific period.


 


11.3        Representations
and Warranties. All representations and warranties in this Agreement and the certificates delivered pursuant to Article II hereof
shall expire on the date which is twenty-four (24) months after the Closing Date.


 


ARTICLE XII


 


INDEMNIFICATION


 


12.1        Indemnification
and Payment of Damages by VIE Parties.


 


(a)           Representations,
Warranties and Covenants. Except as limited by Article XI hereof, and subject to the further provisions of this Article XII
and Section 13.1 hereof, each VIE Party shall, jointly and severally, protect, defend, indemnify, and hold WFOE and Parent harmless
from and against any and all Damages sustained, incurred or suffered by or asserted against any of them, directly or indirectly, as a
result of or relating to or arising out of: (i) any breach of any representation or warranty made by a VIE Party in this Agreement
or in any certificate delivered to WFOE Party in connection herewith (in each case, other than with respect to Section 3.8, determined
without giving effect to any qualifications therein referencing the terms "material" or "Material Adverse Effect"
or other terms of similar import or effect) or (ii) any breach by any VIE Party of any covenant, other agreements set forth in Article V,
or obligation of any VIE Party in this Agreement or any breach by the VIE Party of any pre-Closing covenant or pre Closing obligation
thereof.


 






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(b)           Supplemental
Tax Indemnification. Notwithstanding and in addition to the provisions of Section 12.l(a), the VIE Parties shall be obligated
to indemnify WFOE Parties with respect to Taxes as set forth in Section 13.1 hereof. All such indemnification obligations shall not
be subject to the Basket and Cap (each, as defined hereinafter in Section 12.3) limitations.


 


(c)            Indemnification
and Payment of Damages by WFOE Parties. Each WFOE Party will jointly and severally indemnify and hold harmless the VIE Parties, and
will pay to them the amount of any Damages arising, directly or indirectly, from or in connection with (a) any breach of any representation
or warranty made by a WFOE Party in this Agreement or in any certificate delivered to the Shareholders’ Representative in connection
herewith (in each case, determined without giving effect to any qualifications therein referencing the terms "material" or "Material
Adverse Effect" or other terms of similar import or effect), or (b) any breach by a WFOE Party of any covenant or obligation
of a WFOE Party in this Agreement or any breach by a WFOE Party of any post-Closing covenant or post-Closing obligation under this Agreement.


 


12.2        Indemnitee's
Tax Benefits. Indemnification payments under this Article XII and Section 13.1 hereof shall be paid by the indemnifying
party without reduction for any tax benefits available to the indemnified party.


 


12.3        Limitations.
No claims for breaches of representations, warranties, covenants or obligations may be brought after the time limitations set forth
in Article XI. Notwithstanding anything herein to the contrary, other than with respect to a claim arising out of fraud or willful
misconduct, no party shall have any obligation to indemnify the other hereunder, unless (i) the amount of Damages sustained or incurred
with respect to a particular claim (together with all related claims) exceeds $20,000 USD and (ii) (except with respect to a breach
of any covenant or obligation, or with respect to a Tax Claim) the aggregate amount of Damages sustained or incurred with respect to all
claims by such party pursuant to this Agreement exceeds $150,000 USD (the "Basket"), and then (except with respect to
a breach of any covenant or obligation, or with respect to a Tax Claim) only to the extent of the excess of the aggregate amount of Damages
sustained or incurred by such party with respect to all claims by such party pursuant to this Agreement above the Basket amount up to
(but not in excess of) a maximum aggregate indemnity for such Damages of an amount (the "Cap") equal to $750,000 USD.


 


12.4        Procedures
for Indemnification -- Third Party Claims.


 


(a)            Promptly
after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any Proceeding against it, such
indemnified Party will, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party
of the commencement of such claim, but the failure to notify the indemnifying Party will not relieve the indemnifying Party of any liability
that it may have to any indemnified Party, except, and only to the extent that, the indemnifying Party demonstrates that the defense
of such action is materially prejudiced by the indemnifying Party's failure to give such notice.


 






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(b)           If
any Proceeding referred to in Section 12.5(a) is brought against an indemnified Party and it gives notice to the indemnifying
Party of the commencement of such Proceeding, the indemnifying Party will be entitled to participate in such Proceeding and, to the extent
that it wishes (unless the indemnifying party is also a Party to such Proceeding or the indemnified Party determines in good faith that
joint representation would be inappropriate), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified
Party; provided that the indemnifying Party provides written notice of its election to assume the defense of such Proceeding to the indemnified
Party within ten (10) days of receipt by the indemnifying Party of the notice of claim by the indemnified Party, and, after delivery
of such written notice from the indemnifying Party to the indemnified Party, the indemnifying Party will not, as long as it diligently
conducts such defense, be liable to the indemnified Party under this Article XII for any fees of other counsel or any other expenses
with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified Party in connection with the defense
of such Proceeding, other than reasonable costs of investigation. If the indemnifying Party assumes the defense of a Proceeding:


 


		(i)	it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding
are within the scope of and subject to indemnification;



 


		(ii)	no compromise or settlement of such claims may be effected by the indemnifying Party without the indemnified
Party 's consent unless: (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights
of any Person and no effect on any other claims that may be made against the indemnified Party, and (B) the sole relief provided
is monetary damages that are paid in full by the indemnifying Party; and



 


		(iii)	the indemnified Party will have no liability with respect to any compromise or settlement of such claims
effected without its consent, other than reasonable, documented costs of investigation.



 


(c)            Notwithstanding
the foregoing, if (i) the indemnifying Party does not, within ten (10) days after the indemnified Party 's notice is given pursuant
to this Section 12.5, give written notice to the indemnified Party of its election to assume the defense of such Proceeding, or (ii) the
indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates
other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, then in either case
the indemnified Party may, by notice to the indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceeding,
but, in such case the indemnifying Party will not be bound by any compromise or settlement effected without its consent (which consent
will not be unreasonably withheld) unless such compromise or settlement: (A) results in no finding or admission of any violation
of Legal Requirements or any violation of the rights of any Person and (B) does not obligate the indemnifying Party to pay monetary
damages.


 


12.5        Procedure
for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted
by notice to the Party from whom indemnification is sought.


 


12.6        Tax
Treatment. All indemnification payments shall constitute adjustments to the to the aggregate value of the Subscription Shares and
Promissory Note for all Tax purposes, and no Party hereto shall take any position inconsistent with such characterization, unless a final
determination by any Governmental Body causes any such amount not to constitute an adjustment thereto for Tax purposes.


 


12.7        Manner
of Payment; Right of Set-Off. Except as otherwise provided herein, any indemnification of a Party hereunder shall be effected by
wire transfer of immediately available funds from the indemnifying Party to an account(s) designated by the indemnified Party, within
ten (10) days after the determination thereof.


 






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ARTICLE XIII


 


TAX MATTERS


 


The following provisions shall
govern the allocation of responsibility for, and the rights and remedies of the WFOE Parties and VIE Parties with respect to, certain
Tax matters:


 


13.1        Tax
Indemnification. Subject to Article 12 hereof, each VIE Party shall, jointly and severally, protect, defend, indemnify, and hold
WFOE Parties and their Affiliates harmless from and against (i) all Taxes (or the non-payment thereof) of the VIE Entity for all
taxable periods ending on or before the Closing Date, (ii) all Taxes of any Person (other than the VIE Entity) imposed on the VIE
Entity as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction
occurring before the Closing, (iii) all Taxes of any member of an Affiliated Group of which the VIE Entity (or any predecessor of
the foregoing) is or was a member for taxable periods ending on or before the Closing Date in accordance with the Chinese tax laws and
regulations, and (iv) any Taxes imposed under IRC §1374 (and any corresponding provision of state or local law). Notwithstanding
anything herein to the contrary, the VIE Parties shall have no obligation to protect, defend, indemnify or hold WFOE and its Affiliates
harmless from and against any Taxes to the extent such Taxes may be offset by deposits, installments, other payments, credits, reserves
or net operating losses paid or arising on or before the Closing Date. Each VIE Party shall reimburse WFOE Parties for any taxes of the
VIE Entity or any of its Subsidiaries which are the responsibility of VIE Parties pursuant to this Section 13.1 at least five (5) days
prior to payment of such Taxes by the VIE Parties.


 


13.2        Tax
Periods Ending On or Before the Closing Date. The VIE Entity shall prepare or cause to be prepared and shall file or cause to be filed
(in a manner consistent with past custom and practice of the VIE Entity) all Tax Returns thereof for all Tax periods ending on or before
the Closing Date.


 


13.3        Cooperation
on Tax Matters. The VIE Parties and WFOE Parties shall cooperate fully, as and to the extent reasonably requested by the other parties,
in connection with the filing of Tax Returns and any audit, litigation or other proceedings with respect to Taxes. Such cooperation shall
include the retention and (upon the other parties’ request) the provision of records and information reasonably relevant to any
such audit, litigation or other proceedings and making employees available on a mutually convenient basis to provide additional information
and explanation of any material provided hereunder. The VIE Parties and WFOE Parties agree (i) to retain all books and records with
respect to Tax matters pertinent to the VIE Entity relating to any taxable period beginning before the Closing Date until the expiration
of the applicable statutes of limitations (and, to the extent notified by the VIE Parties or WFOE Parties, any extensions thereof) of
the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to
give the other parties reasonable written notice prior to transferring any such books or records and, if the other parties so requests,
the VIE Entity shall allow the WFOE Parties to take possession of such books and records.


 


13.4        Transfer
Taxes. Notwithstanding Section 12.l(b) and any other provision of this Article XIII, the parties agree that all transfer,
documentary, sales, use, stamp, registration and other such taxes and fees (including any penalties and interest thereon, "Transfer
Taxes") incurred by each VIE Party in connection with this Agreement shall be borne by the VIE Party. The WFOE shall prepare
at its own expense any Tax Returns relating to Transfer Taxes required to be filed by WFOE, and, if required by applicable law, any other
party hereto will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation required to
be filed by WFOE.


 






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ARTICLE XIV


 


GENERAL PROVISIONS


 


14.1        Expenses.
Each Party shall bear its expenses incurred in connection with the preparation, execution, and performance under this Agreement and
of the transactions contemplated herein, including all fees and expenses of each Party's agents, Representatives, counsel, and accountants
and auditors, except that the VIE Parties shall pay for the expenses but not service fees for the WFOE Parties’ auditors and accountants
when such auditors and accountants perform their audit, review or related services on the site of any VIE Party’s.


 


14.2       Public
Announcements. Prior to the Closing, any public announcement or similar publicity with respect to this Agreement or the transactions
contemplated herein will be issued, if at all, at such time and in such manner as the WFOE Parties and VIE Parties shall reasonably determine.
The VIE Entity and WFOE Parties will consult with each other concerning the means by which the public and the VIE Entity’s employees,
distributors, customers, and suppliers will be informed of the transactions contemplated herein and, prior to the Closing, no announcement
shall be made by any party without the prior written consent of the other parties.


 


14.3       Confidentiality.
Each Party shall keep the Confidential Information received from other parties confidential and exercise commercially reasonable care
to safeguard the Confidential Information as if it was the Receiving Party’s own Confidential Information. However, upon the termination
of this Agreement pursuant to Article X, the Receiving Party(ies) shall return to the Disclosing Party(ies) any and all of the Confidential
Information or, if physical return is not practical, permanently delete any and all of the Confidential Information received from any
and all of the Receiving Party(ies)’s electronic devices.


 


14.4        Notices.
All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly
given when: (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee,
if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):


 


	
    WFOE Parties:

     

    Address:

    Attention:

    Email:
	
     

     

	 	 
	
    With a copy to (not constituting as Notice):

    Address:

    Attention:

    Email:
	 
	
     

    VIE Parties:

    Address:

     

    Attn:

    Email:
	 



 






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Or at such other address as WFOE may designate by advance written notice
to the other parties hereto.


 


14.5        Jurisdiction;
Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the Parties of (a) the State of New York, County of New York, the United States, or (b) if it
has or can acquire jurisdiction, in the United States District Court for the Southern District of New York. Each of the Parties consents
to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection
to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in
the world.


 


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


 


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


 






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14.8        Entire
Agreement and Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter
and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all
of the Parties herein.


 


14.9        Disclosure
Schedules. If and to the extent any information required to be furnished in any Schedule is contained in another Schedule, such information
will be deemed to be included in all Schedules in which such information is required to be included, to the extent the relevance of such
disclosure to such other Schedules is reasonably apparent on its face.


 


14.10     Assignments,
Successors, and No Third-Party Rights. No Party may assign any of its rights under this Agreement without the prior consent of the
other Parties hereto; provided that WFOE may, without the consent of any other Party, assign all or any portion of its rights hereunder
to any of its Affiliates. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure
to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed
to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this
Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit
of the Parties to this Agreement and their successors and assigns.


 


14.11     Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.


 


14.12      Article and
Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect
its construction or interpretation. All references to "Article", "Articles", "Section" or "Sections"
refer to the corresponding Article, Articles, Section or Sections of this Agreement. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does
not limit the preceding words or terms.


 


14.13     Time
of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.


 


14.14     Governing
Law. This Agreement will be governed by the laws of the State of New York, the United States without regard to conflicts of laws principles.


 






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14.15     Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement.


 


14.16     Shareholders’
Representative.


 


(a)           By
virtual of their approval of this Agreement, the VIE Parties shall have constituted and appointed Zheqi Chen, to serve as the Shareholders’
Representative (the "Shareholders’ Representative") for and on behalf of the VIE Parties, to give and receive notices
and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to
such claims, to take all other actions on behalf of the Shareholders as is explicitly contemplated by this Agreement. No bond shall be
required of the Shareholders’ Representative, and the Shareholders’ Representative shall receive no compensation for his services
from the WFOE Parties in connection with this Agreement. Notices or communications to or from the Shareholders’ Representative shall
constitute notice to or from each VIE Party unless stated in writing otherwise.


 


(b)           Notwithstanding
anything to the contrary set forth in this Agreement, any decision, act, consent or instruction of the Shareholders’ Representative
with respect to any matters contemplated hereby shall be deemed to be the decision, act, consent or instruction of all of the VIE Parties
and shall be final, binding and conclusive upon each of the VIE Parties, and WFOE Parties may rely on each such decision, act, consent
or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each of the VIE Parties.
WFOE Parties are hereby relieved from any liability to any person for any acts done by them in reliance upon, or in accordance with, any
such decision, act, consent or instruction of the Shareholders’ Representative.


 


14.17      Effective
Date. The Parties hereto mutually agree that this Agreement is deemed to have become effective as of March 4, 2021.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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[SIGNATURE PAGE TO THE SECURITIES SUBSCRIPTION
AGREEMENT]


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	 	Etao
                                            International Group (Parent)



 


		By	/s/
                                            Wensheng Liu



		Name:	Wensheng Liu



		Title:	CEO



 


	 	Etao International Healthcare Technology
                                            Co., Ltd. (WFOE)



 


		By	/s/
                                            Wensheng Liu



		Name:	Wensheng Liu



		Title:	CEO



 


	 	VIE
                                            Entity Shareholder 1



 


		By	/s/
                                            Zheqi Chen



		Name:	Zheqi Chen



		Title:	Individual




 


	 	VIE
                                            Entity Shareholder 2


 


		By	/s/
                                            Xinjiang You



		Name:	Xinjiang You



		Title:	Individual



 


	 	Tianlun (Guiyang) Buyun Buyu Hospital
                                            Co., Ltd. (the VIE Entity)



 


		By	/s/
                                            Zheqi Chen



		Name:	Zheqi Chen



		Title:	Chairman and Legal Representative




 






    36 


     


    

 


ANNEX A


 


VIE ENTITY SHAREHOLDER


 
	Shareholder	 	Shareholding

Percentage in
 the VIE Entity
 prior to Closing
	 	 	Parent

    Ordinary
 Shares to be
 Received by
 Shareholders
 Upon
 Closing	 	 	Share

    Percentage
 in the VIE
 Entity
 Encumbered
 after Closing	 
	Zheqi Chen	 	 	80.00	%	 	 	-	 	 	 	31.00	%
	Xinjiang You	 	 	20.00	%	 	 	-	 	 	 	20.00	%
	The Holdco  owned and controlled by the Shareholders	 	 	-	 	 	 	1,576,507	 	 	 	-	 
	Total	 	 	100	%	 	 	1,576,507	 	 	 	51.00	%


 






    37 


     


    

 


EXHIBIT A


 


FORM OF VIE AGREEMENTS


 






    38