Exhibit
10.3


 





 






 


SHARE
EXCHANGE AGREEMENT


 




BY
AND AMONG


 


FLYWHEEL
ADVANCED TECHNOLOGY, INC.


 


QBS
SYSTEM LIMITED


 


AND


 


THE
SHAREHOLDER OF QBS SYSTEM LIMITED


 


Dated
as of December 15, 2022


 




    	 



     


    

 


TABLE
OF CONTENTS


 





	 	 	 	Page

    

	 	 	 	 
	Article
    I Definitions	2
	 	1.1	Certain
    Defined Terms.	2
	 	1.2	Definitions.	7
	 	1.3	Interpretation
    and Rules of Construction.	8
	 	 	 	 
	Article
    II Description of Transaction	9
	 	2.1	The
    Transaction.	9
	 	2.2	The
    Closing; Closing Date; Effect.	9
	 	2.3	Actions
    at the Closing.	9
	 	2.4	Exchange
    of Shares.	10
	 	2.5	Effect
    of Share Exchange.	10
	 	2.6	Exemption
    from Registration; Rule 144.	10
	 	 	 	 
	Article
    III REPRESENTATIONS AND WARRANTIES OF the Seller	11
	 	3.1	Due
    Organization and Good Standing.	11
	 	3.2	Title
    to Securities; Capitalization.	12
	 	3.3	Subsidiaries.	13
	 	3.4	Authorization.	13
	 	3.5	Governmental
    Approvals.	14
	 	3.6	No
    Conflict.	14
	 	3.7	Financial
    Statements; Books and Records.	14
	 	3.8	Absence
    of Certain Changes.	16
	 	3.9	Absence
    of Undisclosed Liabilities.	16
	 	3.10	Compliance
    with Laws.	16
	 	3.11	Regulatory
    Agreements; Permits.	16
	 	3.12	Litigation.	17
	 	3.13	Restrictions
    on Business Activities.	17
	 	3.14	Material
    Contracts.	17
	 	3.15	Intellectual
    Property.	19
	 	3.16	Employee
    Benefit Plans.	20
	 	3.17	Employee
    Matters.	20
	 	3.18	Taxes
    and Returns.	22
	 	3.19	Title
    to Properties; Assets.	23
	 	3.20	Environmental
    Matters.	25
	 	3.21	Transactions
    with Affiliates.	25
	 	3.22	Insurance.	25
	 	3.23	Accounts
    Receivable.	26
	 	3.24	Service
    Contracts.	26
	 	3.25	Investment
    Company Act.	26
	 	3.26	Information
    Supplied.	26
	 	3.27	Finders
    and Brokers.	26
	 	 	 	 
	Article
    IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY	27
	 	4.1	Organization
    and Qualification.	27



 






    	i



     


    




 


	 	4.2	Title
    to Securities; Capitalization.	27
	 	4.3	Authorization.	28
	 	4.4	Governmental
    Approvals.	28
	 	4.5	No
    Violations.	28
	 	4.6	Compliance
    with Laws.	28
	 	4.7	Investment
    Company Act.	29
	 	4.8	SEC
    Filings; Financial Statements.	29
	 	 	 	 
	Article
    V REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER	29
	 	5.1	Seller
    Securities.	30
	 	5.2	Power
    and Authority.	30
	 	5.3	No
    Conflicts.	30
	 	5.4	Securities
    Representations.	30
	 	 	 	 
	Article
    VI COVENANTS	32
	 	6.1	Conduct
    of Business of the Company, the Seller and its Subsidiaries.	32
	 	6.2	Access
    and Information; Confidentiality.	35
	 	6.3	Notification
    of Certain Matters.	37
	 	6.4	Tax
    Matters.	37
	 	6.5	Public
    Announcements.	37
	 	6.6	Regulatory
    Matters, Applications; Cooperation.	38
	 	6.7	Acquisition
    Proposal; Alternative Transactions; No Solicitation.	39
	 	6.8	Further
    Assurances.	40
	 	 	 	 
	Article
    VII CONDITIONS	40
	 	7.1	Conditions
    to Each Party’s Obligations.	40
	 	7.2	Conditions
    to Obligations of the Company.	41
	 	7.3	Conditions
    to Obligations of the Seller and the Shareholder.	42
	 	 	 	 
	Article
    VIII SURVIVAL AND INDEMNIFICATION	43
	 	8.1	Survival.	43
	 	8.2	Indemnification.	43
	 	8.3	Limits
    on Indemnification.	43
	 	8.4	Notice
    of Loss; Third Party Claims.	44
	 	 	 	 
	Article
    IX TERMINATION AND ABANDONMENT	45
	 	9.1	Termination.	45
	 	9.2	Effect
    of Termination.	46
	 	 	 	 
	Article
    X MISCELLANEOUS	46
	 	10.1	Expenses.	46
	 	10.2	Notices.	46
	 	10.3	Severability.	47
	 	10.4	Entire
    Agreement.	47
	 	10.5	Assignment.	48
	 	10.6	Amendment.	48
	 	10.7	Waiver.	48
	 	10.8	Third
    Parties.	48
	 	10.9	Specific
    Performance.	48
	 	10.10	Governing
    Law; Jurisdiction.	49
	 	10.11	Waiver
    of Jury Trial.	49
	 	10.12	Counterparts.	49


 




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Schedules
and Exhibits


 


 Schedules




 


Schedule
1.1(a) – Licensed Intellectual Property


 


Schedule
1.1(b) – Owned Intellectual Property


 


Schedule
2.1 List of Shareholder and Number of Exchange Shares to be Received


 


Schedule
7.2(k) – List of Employment Agreement Individuals


 


Schedule
7.2(l) – List of Non-Disclosure and Non-Compete Individuals and Entities


 


Exhibits


 


Exhibit
A – Form of Lock-Up Agreement


 


Exhibit
B – Form of Employment Agreement


 


Exhibit
C – Form of Non-Disclosure and Non-Compete Agreement


 


Exhibit
7.2(h) – Seller Consents


 




    	iii



     


    

 


SHARE
EXCHANGE AGREEMENT


 


This
Share Exchange Agreement (this “Agreement”) is made and entered into as of December 15, 2022, by and among Flywheel
Advanced Technology, Inc., a Nevada corporation (the “Company”), QBS System Limited, a limited company incorporated
under the laws of Hong Kong with a company number of 1587852 (the “Seller”), and QBS Flywheel Limited, a company incorporated
in Australia with a company number: 121831472 (the “Shareholder”).


 


WHEREAS,
the Company is a public reporting company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and organized under the laws of the State of Nevada;


 


WHEREAS,
the Shareholder is the sole owner of 100% of the issued and outstanding equity securities of the Seller consisting of ordinary shares
(the “Seller Securities”);


 


WHEREAS,
the Company, the Seller, and the Shareholder desire that the Seller Securities be exchanged for shares of the Company in a transaction
which will qualify as a tax-free “reorganization” under the Code (as defined below);


 


WHEREAS,
subject to the terms and conditions of this Agreement, the Company, the Seller and the Shareholder desire to effect a transaction whereby
the Shareholder will transfer, assign and deliver all of the Seller Securities owned by it, and all of its rights with respect to such
Seller Securities, to the Company in exchange for the Exchange Shares (as defined below) with the result of the Seller becoming a wholly-owned
subsidiary of the Company (the “Exchange”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, and as a condition and a material inducement to the Company’s
willingness to enter into this Agreement, the Shareholder will enter into a Lock-Up Agreement with the Company, in the form attached
hereto as Exhibit A (the “Lock-Up Agreement”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, and as a condition and a material inducement to the Company’s
willingness to enter into this Agreement, each of the individuals identified as set forth in Schedule 7.2(k) will enter into an employment
agreement, in the form attached hereto as Exhibit B, with Seller;


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, and as a condition and a material inducement to the Company’s
willingness to enter into this Agreement, each of the natural individuals and entities listed on Schedule 7.2(l) will enter into a Non-Disclosure
and Non-Compete Agreement with the Company, in the form attached hereto as Exhibit C (the “Non-Disclosure and Non-Compete Agreement”);
and


 


WHEREAS,
the board of directors of each of the Company, the Seller and the Shareholder, respectively, have approved this Agreement and each of
them has determined that this Agreement, the Exchange and the other transactions contemplated hereby are advisable and in the respective
best interests of each of the Company, the Shareholder and the Seller and their respective stockholders.


 




    	1



     


    

 


NOW,
THEREFORE, in consideration of the foregoing, and the mutual promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the receipt and sufficiency of which the parties hereto hereby acknowledge, the parties hereto hereby
agree as follow:


 


Article
I


 


Definitions


 


Certain
Defined Terms.


 


For
purposes of this Agreement, the following capitalized terms have the following meanings, unless otherwise specified herein:


 


“Acquisition
Proposal” means (a) any proposal, offer, inquiry or indication of interest relating to a merger, joint venture, partnership,
consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination
or similar transaction involving the Seller or any of its Subsidiaries, or (b) any acquisition by any Person, resulting in, or any proposal,
offer, inquiry or indication of interest that if consummated would result in, any Person becoming the beneficial owner of, directly or
indirectly, in one or a series of related transactions, 15% or more of the total voting power or of any class of equity securities of
the Seller or 15% or more of the consolidated net revenues, net income or total assets (it being understood that total assets include
equity securities of Subsidiaries) of the Seller, in each case other than the Exchange or the acquisition or disposition of inventory,
equipment or other tangible personal property in the ordinary course of business.


 


“Action”
means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.


 


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


 


“Agreement”
or “this Agreement” means this Share Exchange Agreement by and among the parties hereto (including the Exhibits and
Schedules hereto and the Disclosure Letters) and all amendments hereto made in accordance with the provisions of Section 10.6.


 


“Alternative
Transaction” means a transaction (other than the Exchange) concerning the sale or transfer of any of the shares of the Seller
or other equity interests or profits of the Seller or any of its Subsidiaries, whether newly issued or already outstanding, whether such
transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities
or convertible securities, warrants, management contract, joint venture or partnership, or otherwise.


 


“Business
Day” means any day (a) other than a Saturday or a Sunday, (b) on which the principal offices of the SEC in Washington, D.C.
are open to accept filings, or (c) in the case of determining a date when any payment is due, any day on which banks in New York, New
York, or Hong Kong are not required or authorized by Law to be closed for business.


 




    	2



     


    

 


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


 


“Company
Disclosure Letter” means the Disclosure Letter attached hereto, delivered by the Company to the Seller in connection with this
Agreement.


 


“Common
Stock” means the Company’s common stock, par value $0.0001 per share.


 


“Effective
Time” the time the Exchange shall become effective upon compliance with governmental filing requirements, such as, without
limitation, filings under the Exchange Act.


 


“Encumbrance”
means any security interest, pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, lease,
license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition
or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes
of ownership.


 


“Environmental
Law” means any Law or Governmental Order relating to (a) pollution or the protection of the environment or natural resources;
(b) health and safety as such relates to exposure to any Hazardous Material; (c) Releases or threatened Releases of Hazardous Materials,
or the cleanup, remediation, manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials;
or (d) record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials.


 


“Exchange
Shares” means the shares of newly issued Common Stock exchanged with the Shareholder for all the Seller Securities, pursuant
the terms of this Agreement.


 


“Expenses”
means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, experts and consultants to a party) incurred
by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of
this Agreement, the other Transaction Documents any other documents related to the transactions herein, any filing required by any Governmental
Authority and all other matters related to the closing of the transactions contemplated by this Agreement.


 


“Governmental
Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory
or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental
Authority.


 


“Hazardous
Material” means (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous
wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,”
“toxic substances,” “pollutants,” “solid wastes,” “contaminants,” “radioactive
materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, or (b) any
other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.


 




    	3



     


    

 


“Hong
Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.


 


“Indebtedness”
of any Person means (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid
interest) or for the deferred purchase price of property or services, (b) any other indebtedness of such Person that is evidenced by
a note, bond, debenture, credit agreement or similar instrument, (c) all obligations of such Person under leases that should be classified
as capital leases in accordance with United States Generally Accepted Accounting Principles (“GAAP”), (d) all obligations
of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar
credit transaction, in each case, that has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances
issued or created, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments
are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by
an Encumbrance on any property of such Person and (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated
with payment of any Indebtedness of such Person and (h) all obligation described in clauses (a) through (g) above of any other Person
which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which it has otherwise assured a creditor against loss; provided, however, that Indebtedness
shall not include accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business
consistent with past practice.


 


“Intellectual
Property” means all of the following intellectual property rights throughout the world: (a) patents and patent applications,
and all related continuations, continuations-in-part, divisionals, reissues, re-examinations and extensions thereof; (b) trademarks,
service marks, trade names, trade dress and internet domain names, together with the goodwill associated exclusively therewith; (c) database
rights and copyrights, including copyrights in computer software, user manuals and training materials, and other copyrightable works,
including website content; (d) registrations and applications for registration of any of the foregoing under subclauses (a) – (c)
of this definition; (e) trade secrets, including information, know-how, inventions, design rights (whether patentable or unpatentable),
invention disclosures, ideas, formulae, models, methodologies or processes, in each case, to the extent such item qualifies as a trade
secret or otherwise is protectable under applicable Law; and (f) rights to sue and recover damages for past, present, and future infringement,
misappropriation, or other violation of any of the foregoing.


 


“Law”
means any federal, national, foreign, supranational, state, provincial, local or administrative statute, law, ordinance, regulation,
rule, code, order, requirement or rule of law (including common law) or a legally binding directive of, or issued by, a Governmental
Authority.


 


“Licensed
Intellectual Property” means Intellectual Property identified on Schedule 1.1(a) that is licensed to the Seller or any
of its Subsidiaries.


 




    	4



     


    

 


“Organizational
Documents” means (a) with respect to any person that is a corporation, its articles or certificate of incorporation, memorandum
and articles of association, as applicable, and bylaws, or comparable documents, (b) with respect to any person that is a partnership,
its certificate of partnership and partnership agreement, or comparable documents, (c) with respect to any Person that is a limited liability
company, its certificate of formation and limited liability company or operating agreement, or comparable documents, (d) with respect
to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document or comparable documents,
and (e) with respect to any other Person that is not an individual, its comparable organizational documents.


 


“Owned
Intellectual Property” means the registered or unregistered Intellectual Property identified on Schedule 1.1(b) that
is owned by the Seller or any of its Subsidiaries.


 


“Permitted
Encumbrances” means (a) Encumbrances for water and sewer charges, Taxes or assessments and similar governmental charges or
levies, which either are (i) not delinquent, or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves
have been established with respect thereto; (b) other Encumbrances imposed by operation of Law (including mechanics’, couriers’,
workers’, repairers’, materialmen’s, warehousemen’s, landlord’s and other similar Encumbrances) arising
in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect
the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Encumbrances incurred or deposits
made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social
security, (d) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary
course of business, (e) title of a lessor under a capital or operating lease and the terms and conditions of a lease creating any leasehold
interest, or (f) Encumbrances arising under this Agreement or any other Transaction Document.


 


“Person”
means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.


 


“Release”
means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into
or upon any soil, sediment, subsurface strata, surface water, groundwater, ambient air or any other media.


 




    	5



     


    

 


“Seller
Material Adverse Effect” means any fact, condition, occurrence, development, event, circumstance, or change in or effect on
the Seller or any of its Subsidiaries that, individually or in the aggregate with all other facts, conditions, occurrences, developments,
events, circumstances, or changes in or effects on the Seller or any of its Subsidiaries: (a) is or would reasonably be expected to be
materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee or independent contractor
relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the
Seller or any of its Subsidiaries, or materially diminish the value of the Seller Securities; (b) does or would reasonably be expected
to materially impair or delay the ability of the Seller to perform its respective obligations under this Agreement, including but not
limited to all agreements and covenants to be performed or complied by it under the Agreement, or to consummate the transactions contemplated
hereby; or (c) would reasonably be expected to materially and adversely affect the ability of the Company to operate or conduct the Seller’s
business in the manner in which it is currently, or contemplated to be, operated or conducted by the Seller and its Subsidiaries; provided,
however, that none of the following, either alone or in combination, shall be considered in determining whether there has been
a “Seller Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in
which the Seller and its Subsidiaries operates the business (including legal and regulatory changes), except to the extent the Seller
or any of its Subsidiaries are disproportionately affected thereby, or (ii) changes arising from the consummation of the transactions
in accordance with the terms of this Agreement or any Transaction Document, or the announcement of the execution of this Agreement or
the other Transaction Documents; provided, further, however, and notwithstanding anything to the contrary set forth
in this “Seller Material Adverse Effect” definition, any epidemic, plague, pandemic, or other outbreak of illness or public
health event, including COVID-19, and any governmental orders, lock-downs, legal and regulatory changes related to such epidemic, plague,
pandemic or other outbreak of illness or public health event, including COVID-19, are specifically excluded from clause (i) above and
shall be considered in determining whether a “Seller Material Adverse Effect” has occurred.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Seller
Disclosure Letter” means the Disclosure Letter attached hereto, dated hereof, delivered by the Seller to the Company in connection
with this Agreement.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company or other organization, whether incorporated
or unincorporated, which, directly or indirectly, is controlled by such Person.


 


“Super
8-K” means a Current Report on Form 8-K (including any amendments thereto) to be filed by the Company with the SEC four (4)
Business Days following the Closing Date disclosing the consummation of the Exchange (including, but not limited to, the information
required pursuant to Item 2.01 of Form 8-K (including further, for the avoidance of doubt, the information required pursuant to Item
2.01(f) thereof), in each case pursuant to applicable SEC rules and regulations.


 


“Tangible
Personal Property” means machinery, equipment, tools, supplies, furniture, fixtures, vehicles, rolling stock and other tangible
personal property, including software.


 


“Tax”
or “Taxes” shall mean any all, tax, custom, duty, governmental fee or other like assessment or charge of any kind
whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial capital gain, income, windfall
profits, severance, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social
security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together
with any interest, addition or penalty imposed thereon.


 


“Transfer
Taxes” means all transfer, documentary, sales, use, stamp, recording, value added, registration and other similar Taxes and
all conveyance fees, recording fees and other similar charges.


 




    	6



     


    

 


Definitions.


 


The
following terms have the meanings set forth in the Sections set forth below:


 


	Definition	 	Location
	“Affiliate
    Transaction” 	 	3.21
	“Closing”
    	 	2.2
	“Closing
    Date” 	 	2.2
	“Company”
    	 	Preamble
	“Company
    Indemnified Party” 	 	8.2(a)
	“Company
    Indemnifying Party” 	 	8.2(b)
	“Exchange”
    	 	Recitals
	“Exchange
    Act” 	 	Recitalss
	“FINRA”
    	 	4.4
	“GAAP”	 	Definition
    of “Indebtedness”
	“Indemnified
    Party” 	 	8.3
	“Indemnifying
    Party” 	 	8.3
	“Leases”
    	 	3.19(b)
	“Loss”
    	 	8.2(a)
	“Non-U.S.
    Benefit Plans” 	 	3.16(b)
	“Pre-Closing
    Period” 	 	6.1(a)
	“Required
    Pre-Closing Financial Statements”	 	6.8
	“Representatives”
    	 	6.2(a)
	“SEC
    Reports” 	 	4.8(a)
	“Securities
    Act” 	 	2.6(a)
	“Seller”
    	 	Preamble
	“Seller
    Accounting Principles” 	 	3.7(b)
	“Seller
    Audited Financials” 	 	3.7(a)
	“Seller
    Unaudited Financials” 	 	3.7(a)
	“Seller
    Financials” 	 	3.7(a)
	“Seller
    Interim Financials” 	 	3.7(a)
	“Seller
    Material Contracts” 	 	3.14
	“Seller
    Permits” 	 	3.11(b)
	“Service
    Provider Contracts” 	 	3.24
	“Shareholder”
    	 	Preamble
	“Shareholder
    Indemnifying Party” 	 	8.2(a)
	“Shareholder
    Indemnified Party” 	 	8.2(b)
	“Tax
    Returns” 	 	3.18(a)
	“Termination
    Date” 	 	9.1
	“Terminating
    Seller Breach”	 	9.1(c)
	“Terminating
    Company Breach”	 	9.1(d)
	“Third
    Party Claim” 	 	8.4(b)
	“U.S.
    Employee” 	 	3.16(a)


 




    	7



     


    

 


Interpretation
and Rules of Construction.


 


(a)
In this Agreement, except to the extent otherwise provided or that the context otherwise requires:


 


(i)
when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of,
or a Schedule or Exhibit to, this Agreement unless otherwise indicated;


 


(ii)
the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation
of this Agreement;


 


(iii)
whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed
to be followed by the words “without limitation”;


 


(iv)
the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(v)
all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant
hereto, unless otherwise defined therein;


 


(vi)
the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;


 


(vii)
any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from
time to time amended, modified or supplemented, including by succession of comparable successor Laws;


 


(viii)
references to a Person are also to its successors and permitted assigns;


 


(ix)
the use of “or” is not intended to be exclusive unless expressly indicated otherwise; a


 


(x)
references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.


 


(b)
Notwithstanding anything to the contrary contained in the Disclosure Letters, or in this Agreement, the information and disclosures contained
in any Section of a Disclosure Letter shall be deemed to be disclosed and incorporated by reference in each other Section of such Disclosure
Letter as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably
apparent from reading the disclosure (without knowledge of any facts not set forth on the face of such disclosure). Certain items and
matters are listed in the Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms
of this Agreement. In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise
expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference to, or disclosure of,
any item or matter in any Section of this Agreement, or any Section of a Disclosure Letter shall be construed as an admission or indication
that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in such
Disclosure Letter. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract
or agreement, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually
occurred.


 




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Article
II


 


Description
of Transaction


 


The
Transaction.


 


Upon
the terms and subject to the conditions of this Agreement, at the Effective Time, and without any action on the part of the holder thereof,
the Shareholder hereby irrevocably assigns, and transfers to the Company, free and clear of all Encumbrances, each Seller Security held
by such Shareholder as legal and beneficial owner of the Seller Security and any and all rights associated with such Seller Securities
held by such Shareholder, in exchange for that number of shares of Common Stock as determined in accordance with this Agreement.


 


The
Closing; Closing Date; Effect.


 


Subject
to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place remotely, via electronic exchange of documents, or, if or to the extent such an exchange is not practicable, at a Closing,
at the offices of The Crone Law Group P.C. in New York, New York as soon as practicable, but in no event later than the third Business
Day, following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article VII
(other than conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or waiver of such conditions)
or at such other place or at such other time or on such other date as the Seller and the Company may mutually agree upon in writing (the
day on which the Closing takes place being the (“Closing Date”). Except as otherwise agreed in writing, the Effective
Time shall be on the Closing Date.


 


Actions
at the Closing.


 


At
the Closing or, in the case of securities issuances, as soon thereafter as is practicable:


 


(a)
the Seller shall deliver to the Company the various certificates, instruments and documents referred to in Section 7.2;


 


(b)
the Seller and the Shareholder shall deliver, or cause to be delivered, executed counterparts of each other Transaction Document that
is to be executed at the Closing and, in each case, to which the Seller or the Shareholder is a party;




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(c)
the Company shall deliver to the Seller the various certificates, instruments and documents referred to in Section 7.3;


 


(d)
the Shareholder shall deliver to the Company the certificate(s) representing their Seller Securities referred to in Section 7.2(g);


 


(e)
The Company shall deliver a certificate for the Exchange Shares to the Shareholder in accordance with Section 2.4(a)s.


 


Exchange
of Shares.


 


(a)
At the Effective Time, by virtue of the Exchange, the issued and outstanding Seller Securities immediately prior to the Effective Time
shall be exchanged for an aggregate of 8,939,600 Exchange Shares.


 


(b)
No fractional shares of Common Stock shall be issued in connection with the Exchange, and no certificates or scrip for any such fractional
shares shall be issued. The number of shares of Common Stock that would be issued to each Shareholder in connection with the Exchange
(after aggregating all fractional shares of Common Stock which would have been issued to such Shareholder) shall be rounded down to the
next whole share, in lieu of such fractional shares.


 


(c)
From and after the Effective Time, the Shareholder, as the former holder of Seller Securities, shall be shareholder of the Company and
shall have no rights or interest as a shareholder of the Seller.


 


Effect
of Share Exchange.


 


(a)
The Seller will continue to conduct its business as a wholly owned subsidiary of the Company.


 


(b)
The Organizational Documents of the Seller in effect at the Effective Time shall continue as the Organizational Documents of the Seller.


 


(c)
From and after the Effective Time, the directors and the executive officers of the Seller immediately prior to the Effective Time shall
continue to serve as the directors and the executive officers of the Seller until their successors are duly appointed or elected.


 


Exemption
from Registration; Rule 144.


 


(a)
The Company intends that the Exchange Shares will be issued in transactions exempt from registration under the Securities Act of 1933,
as amended (“Securities Act”), by reason of Section 4(a)(2) of the Securities Act, and will be “restricted securities”
within the meaning of Rule 144 under the Securities Act, and may not be offered, sold, pledged, assigned or otherwise transferred unless
(i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws, or
(ii) an exemption from such registration exists and if requested, the holder of such securities delivers an opinion of counsel to the
Company, which counsel and opinion are satisfactory to the Company, that such securities may be offered, sold, pledged, assigned or transferred
in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws;
and the certificates representing such shares will bear an appropriate legend and restriction on the books of Company’s transfer
agent to that effect.


 




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(b)
The Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act, and the rules and
regulations adopted by the SEC thereunder in accordance with the requirements of the Securities Act and the Exchange Act, and shall take
such further action to make available adequate current public information with respect to the Company meeting the current public information
requirements of Rule 144(c) under the Securities Act, to the extent required to enable the Shareholder to sell its respective Exchange
Shares at all times following any applicable holding period under Rule 144 without registration under the Securities Act in accordance
with the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar
rule or regulation hereafter adopted by the SEC.


 


Article
III


 


REPRESENTATIONS
AND WARRANTIES OF the Seller


 


The
Seller hereby represents and warrants to the Company, subject to such exceptions as are disclosed in the Seller Disclosure Letter, as
of the date of this Agreement and as of the Closing Date:


 


Due
Organization and Good Standing.


 


(a)
The Seller and each of its Subsidiaries, is a corporation, limited liability company or other entity, duly incorporated, formed, or organized,
validly existing, and, the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of incorporation,
formation, or organization. Each of the Seller and its Subsidiaries has all requisite corporate or similar power and authority to own,
lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and,
to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where
the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification.


 


(b)
The Seller has made available to the Company complete and correct copies of the Seller’s and each of its Subsidiaries’ Organizational
Documents, each in full force and effect as of immediately prior to the execution and delivery of this Agreement. None of the Seller
or its Subsidiaries is in violation of any of their respective Organizational Documents.


 


(c)
Section 3.1(c) of the Seller Disclosure Letter contains a complete and correct list of each jurisdiction in which the Seller and
its Subsidiaries are organized and qualified to do business.


 




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Title
to Securities; Capitalization.


 


(a)
The authorized share capital of the Seller consists of 10,000 ordinary shares, HK$1.00 per share, 100 of which are issued and outstanding
and all of which are owned by the Shareholder. All of the outstanding Seller Securities were duly authorized, validly issued, fully paid
and nonassessable, free of Encumbrances and have been granted, offered, sold and issued in compliance with all applicable foreign, state
and federal securities Laws. None of the Seller Securities are subject to, or issued in violation of, any purchase option, right of first
refusal, preemptive right, subscription right or any similar right under any provision of the relevant law in the jurisdiction of incorporation,
any of the Seller’s Organizational Documents, or any contract to which the Seller is a party or by which the Seller is bound. There
are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any of the Seller Securities or any
capital equity of the Seller and there are no outstanding contractual obligations of the Seller to provide funds to, or make any investment
(in the form of a loan, capital contribution or otherwise) in, any other Person. None of the outstanding Seller Securities has been issued
in violation of any applicable securities Laws.


 


(b)
There are no (i) outstanding options, puts, calls, convertible securities, preemptive or similar rights, outstanding or authorized stock
appreciation, phantom stock or similar rights with respect to the Seller or the Shareholder, (ii) bonds, debentures, notes or other Indebtedness
having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) except as expressly
contemplated by this Agreement, subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating
to the issued or unissued capital equity of the Seller or any of its Subsidiaries obligating the Seller or any such Subsidiary to issue,
transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options, equity securities or securities
convertible into or exchangeable for such securities, or obligating the Shareholder, Seller or any of its Subsidiaries to grant, extend
or enter into any option, warrant, call, subscription or other right, agreement, arrangement or commitment for such securities.


 


(c)
There are no registration rights and there is no voting trust, proxy, rights plan, shareholder’s agreement, anti-takeover plan
or other contracts or understandings to which the Seller is a party or by which the Seller is bound with respect to any of the capital
stock of the Seller or any of its Subsidiaries. Except as set forth in this Agreement, as a result of the consummation of the Exchange,
no shares of capital stock, warrants, options or other securities of the Seller or any of its Subsidiaries are issuable and no rights
in connection with any shares, warrants, rights, options or other securities of the Seller or any of its Subsidiaries accelerate or otherwise
become triggered (whether as to vesting, exercisability, convertibility or otherwise).


 


(d)
All Indebtedness of the Seller and each of its Subsidiaries are disclosed in Section 3.2(d) of the Seller Disclosure Letter. Except
as disclosed therein, no Indebtedness of the Seller or any of its Subsidiaries contains any restriction upon (i) the prepayment of any
of such Indebtedness, (ii) the incurrence of Indebtedness by the Seller or any of its Subsidiaries, or (iii) the ability of the Seller
or any of its Subsidiaries to grant any Encumbrance on its properties or assets.


 




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(e)
Except as set forth in Section 3.2(e) of the Seller Disclosure Letter, since their respective formations, neither the Seller nor
any of its Subsidiaries has made, declared or paid any distribution or dividend and has not repurchased, redeemed or otherwise acquired
any of its securities or equity interests, and no board of directors or other governing board of the Seller or any of its Subsidiaries
has authorized any of the foregoing.


 


Subsidiaries.


 


Section
3.3 of the Seller Disclosure Letter sets forth a true, complete and correct list of each of the Seller’s Subsidiaries and their
respective jurisdictions of incorporation, formation or organization and capital structure. All of the capital stock and other equity
interests of each of the Seller’s Subsidiaries are owned, directly or indirectly, by the Seller free and clear of any Encumbrance
(other than any restriction under the applicable securities Laws) with respect thereto. All of the outstanding equity securities of each
of the Seller’s Subsidiaries are duly authorized and validly issued, were offered, sold and delivered in compliance with all applicable
Laws governing the issuance of securities, fully paid and nonassessable. There are no contracts to which the Seller or any of its Affiliates
is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any of the Seller’s
Subsidiaries other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants,
rights, agreements, subscriptions, convertible securities or commitments to which any of the Seller’s Subsidiaries is a party,
or which are binding upon any such Subsidiary, providing for the issuance or redemption of any equity interests of any such Subsidiary.
There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any of the Seller’s
Subsidiaries. Except for the interests of the Seller’s Subsidiaries listed in Section 3.3 of the Seller Disclosure Letter,
the Seller does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person.
Except as set forth in Section 3.3 of the Seller Disclosure Letter, none of the Seller or any of its Subsidiaries is a participant
in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.3 of the Seller Disclosure Letter,
there are no outstanding contractual obligations of any of the Subsidiaries to provide funds to, or make any investment (in the form
of a loan, capital contribution or otherwise) in, any other Person.


 


Authorization.


 


The
Seller has all necessary corporate power and to enter into this Agreement and each Transaction Document to which it is a party, to carry
out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery
by the Seller of this Agreement and each Transaction Document to which it is a party, the performance by the Seller of its obligations
hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereunder have been duly authorized
by all requisite action on the part of the Seller and the Shareholder. This Agreement has been and, upon their execution, of the other
Transaction Documents, to which the Seller is a party will have been, duly executed and delivered by the Seller, and (assuming due authorization,
execution and delivery by the Company) this Agreement constitutes and, upon their execution, each of the other Transaction Documents,
to which the Seller is a party, will constitute, a legal, valid and binding obligation of the Seller, enforceable against the Seller
in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 




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Governmental
Approvals.


 


Other
than the filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations
or terminations of waiting periods or authorizations pursuant to the applicable provisions of the Full Companies Ordinance (Cap.
622) of Hong Kong as listed on Section 3.5 of the Seller Disclosure Letter no notice to, filing with, authorization of, exemption
by, or consent or approval of, any Governmental Authority is necessary for the execution, delivery
and performance by the Seller, any of its Subsidiaries, or the Shareholder of this Agreement or the consummation by the Seller.
any of its Subsidiaries, or the Shareholder of the transactions contemplated by this Agreement.


 


No
Conflict.


 


Except
as otherwise described in Section 3.6 of the Seller Disclosure Letter, the execution and delivery by the Seller of this Agreement
and the other Transaction Documents to which it is a party, the consummation by the Seller of the transactions contemplated hereby and
thereby, and compliance by the Seller with any of the provisions hereof or thereof, will not, (i) conflict with or violate any provision
of Seller’s Organizational Documents, (ii) require any consent, approval, waiver, or notice to, or result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation,
amendment or acceleration) under, any Seller Material Contract, (iii) result in the termination, withdrawal, suspension, cancellation
or modification of, a right acceleration under, give rise to any obligation to make payments or provide compensation under, or result
(immediately or with the passage of time or otherwise) in the creation or imposition of any Encumbrances (as hereafter defined) upon
any of the properties, rights or assets of the Seller or any of its Subsidiaries, or (iv) subject to obtaining the consents from Governmental
Authorities referred to in Section 3.5 hereof, and the waiting periods referred to therein having expired, and any condition precedent
to such consent, approval, authorization or waiver having been satisfied, conflict with or violate any Law or Governmental Order to which
the Seller or any of its Subsidiaries or any of their respective assets or properties is subject.


 


Financial
Statements; Books and Records.


 


(a)
Prior to Closing, the Seller is to provide to the Company (i) the audited consolidated balance sheets of the Seller and its Subsidiaries
as of March 31, 2021 and 2022, and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’
equity and cash flows for the fiscal year ended March 31, 2021 and 2022 , together with the notes to such statements and the opinion
of Paris Kreit & Chui CPA LLP (“Seller Audited Financials”), (ii) the unaudited consolidated balance sheets of
the Seller and its Subsidiaries as of October 31, 2022 and the related unaudited consolidated statements of operations, comprehensive
income (loss), stockholders’ equity and cash flows for the period from April 1, 2022 to October 31, 2022 (the “Seller
Unaudited Financials”), and (iii) the unaudited consolidated balance sheets of the Seller and its Subsidiaries as of September
30, 2022 and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders’ equity and
cash flows for the six month period ended September 30, 2022 (the “Seller Interim Financials”), (collectively, clauses
(i) through (iii) above, , the “Seller Financials”).


 




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(b)
The Seller Financials (including any related notes and schedules thereto) are true and accurate
and (i) present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), stockholder’s
equity, and cash flows of the Seller and its Subsidiaries as of the dates and for the periods indicated in such Seller Financials (except,
in the case of the Seller Unaudited Financials, for the absence of footnotes and other presentation items and normal year-end adjustments
that will not be material in amount and effect), and (ii) in each case were prepared in accordance with United States Generally
Accepted Accounting Principles (the “Seller Accounting Principles”), consistently
applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of
the Seller and its Subsidiaries and (iii) to the extent required for inclusion in any filings with the SEC, comply, in all material
respects with the Securities Act, Regulation S-X and the published general rules and regulations of the SEC.


 


(c)
Any additional financial statements as may be required to be delivered pursuant to the terms of this Agreement will, when delivered,
(i) accurately reflect the Seller’s books and records as of the times and for the periods referred to therein, and (ii) be prepared
in accordance with the Seller Accounting Principles to the extent required to be included in any filings with the SEC, methodologies
applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and except for the absence
of footnotes and audit adjustments in the case of unaudited financial statements), (iii) fairly present in all material respects the
consolidated financial position of the Seller as of the respective dates thereof and the consolidated results of the Seller’s operations
and cash flows for the periods indicated, and (iv) to the extent required for inclusion in any filings with the SEC, will comply as of
the Closing Date in all material respects with the Securities Act, Regulation S-X and the published general rules and regulations of
the SEC.


 


(d)
The Seller and each of its Subsidiaries maintains a system of internal accounting controls that are sufficient to provide reasonable
assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions
are recorded as necessary to permit preparation of financial statements in conformity with the Seller Accounting Principles and to maintain
asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization;
and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.


 


(e)
All of the financial books and records of the Seller and its Subsidiaries are complete and accurate in all material respects and have
been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.


 


(f)
Since the Seller Interim Financials, neither the Seller nor any of its Subsidiaries (including any director, officer or employee thereof)
nor the Seller’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness
in the system of internal accounting controls utilized by the Seller, or (ii) any fraud, whether or not material, that involves the Seller’s
management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized
by the Seller, nor has any written complaint, allegation, assertion or claim regarding any of the foregoing or that the Seller or any
of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Seller or any of its Subsidiaries.


 




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(g)
Neither the Seller nor any of its Subsidiaries has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the
Exchange Act.


 


Absence
of Certain Changes.


 


Since
the Seller Interim Financials, except as described in Section 3.8 of the Seller Disclosure Letter and as expressly contemplated
by this Agreement, the Seller and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent
with past practice and then has not been any fact, change, effect, occurrence, event, development or state of circumstances that has
had or would reasonably be expected to have a Seller Material Adverse Effect.


 


Absence
of Undisclosed Liabilities.


 


Neither
the Seller nor any of its Subsidiaries is subject to any liabilities or obligations that are not adequately reflected or reserved on
or provided for in the Seller Interim Financials, other than (i) liabilities or obligations of the type that have been incurred in the
ordinary course of business consistent with past practice, (ii) liabilities or obligations reflected in Section 3.9 of the Seller
Disclosure Letter, and (iii) liabilities or obligations under the payment terms of Seller Material Contracts (but not including liabilities
for breaches or for indemnification obligations thereunder), or (iv) that would not, individually or in the aggregate, reasonably be
expected to be material to the Seller and its Subsidiaries, taken as a whole.


 


Compliance
with Laws.


 


Neither
the Seller nor any of its Subsidiaries is in conflict with, or in default or violation of, nor have any of them received, since their
respective formations, any written notice of any conflict with, or default or violation of, (i) any applicable Law by which it or any
property or asset of the Seller or any of its Subsidiary is bound or affected, including, without limitation, consumer protection, insurance
or securities Laws, or (ii) any Seller Material Contract.


 


Regulatory
Agreements; Permits.


 


(a)
Except as disclosed in Section 3.11(a) of the Seller Disclosure Letter, there are no material written agreements, memoranda of
understanding, commitment letters, or Governmental Orders to which Seller or any of its Subsidiaries is a party, on the one hand, and
any Governmental Authority is a party or addressee, on the other hand.


 


(b)
Except as disclosed in Section 3.11(b) of the Seller Disclosure Letter, each of Seller, its Subsidiaries, and each employee of
the Seller or any of its Subsidiaries who is legally required to be licensed by a Governmental Authority in order to perform his or her
duties with respect to his or her employment with the Seller, or such Subsidiary, hold all material permits, licenses, franchises, grants,
authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates,
consents and approvals necessary to lawfully conduct the Seller’s or such Subsidiaries’ respective business as presently
conducted, and to own, lease and operate the Seller’s or such Subsidiaries’ respective assets and properties (collectively,
the “Seller Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions,
variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller
Material Adverse Effect. The Seller has made available to the Company true, correct and complete copies of all material Seller Permits.
All of the Seller Permits are in full force and effect, and no suspension or cancellation of any of Seller Permits is pending or, to
the knowledge of the Seller, threatened. Neither the Seller nor any of its Subsidiaries is in violation in any material respect with
the terms of any Seller Permit.


 




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Litigation.


 


There
is no material Action, or, to the knowledge of the Seller, threatened against the Seller, any of its Subsidiaries or any of their respective
properties, rights or assets or any of their respective managers, officers or directors (in their capacities as such). There is no Governmental
Order binding against the Seller, any of its Subsidiaries or any of their respective properties, rights or assets or any of their respective
managers, officers or directors (in their capacities as such) that would prohibit, prevent, enjoin, restrict or alter or delay any of
the transactions contemplated by this Agreement or the other Transaction Document to which the Seller is a party. The Seller and its
Subsidiaries are in compliance with all Governmental Orders. Neither the Seller nor any of its Subsidiaries, have any material Actions
pending against other parties. There is no Action pending or, to the knowledge of the Seller, threatened against the Seller or any of
its Subsidiaries involving a claim against the Seller or any of its Subsidiaries for false advertising with respect to any of the Seller’s
or any of its Subsidiaries’ products or services. Since the dates of formation of the Seller and its Subsidiaries, none of their
respective current or former officers, managers or directors have been charged with, indicted for, arrested for, or convicted of any
felony or any crime involving fraud.


 


Restrictions
on Business Activities.


 


There
is no Governmental Order binding upon the Seller or any of its Subsidiaries that has or would reasonably be expected to have the effect
of prohibiting, preventing, restricting or impairing in any respect, any business practice of the Seller or any of its Subsidiaries as
their businesses are currently conducted, any acquisition of property by the Seller or any of its Subsidiaries, the conduct of business
by the Seller or any of its Subsidiaries as currently conducted, or the ability of the Seller or any of its Subsidiaries’ to compete
with other parties.


 


Material
Contracts.


 


(a)
Section 3.14(a) of the Seller Disclosure Letter sets forth a true, correct and complete list of, and the Seller has made available
to the Company, true, correct and complete copies of, each material written contract, agreement, commitment, arrangement, lease, license,
or plan and each other instrument in effect to which the Seller or any of its Subsidiaries is a party or by which the Seller, any of
its Subsidiaries, or any of their respective properties or assets are bound or affected, (each, a “Seller Material Contract”)
that:


 


(i)
contains covenants that materially limit the ability of the Seller or any of its Subsidiaries (A) to compete in any line of business
or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition
covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest
in any other Person;


 




    	17



     


    

 


(ii)
involves any joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation,
creation, operation, management or control of any partnership or joint venture;


 


(iii)
involves any exchange traded, over the counter or other swap, cap, floor, collar, futures, contract, forward contract, option or other
derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature
whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;


 


(iv)
evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess
of $176,000;


 


(v)
involves the acquisition or disposition (to the extent such transaction would be consummated after the date hereof), directly or indirectly
(by merger or otherwise), of assets with an aggregate value in excess of $176,000 (other than in the ordinary course of business) or
capital stock or other equity interests of another Person;


 


(vi)
by its terms calls for aggregate payments by the Seller or any of its Subsidiaries under such contract of more than $176,000 per year
or $176,000 in the aggregate over the length of the contract;


 


(vii)
with respect to any acquisition or disposition of another Person, pursuant to which the Seller or any of its Subsidiaries has (A) any
continuing indemnification obligations in excess of $176,000 or (B) any “earn out” or other contingent payment obligations;


 


(viii)
relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other
entity or its business or material assets or the sale of the Seller, any of its Subsidiaries, their businesses or material assets;


 


(ix)
obligates the Seller or any of its Subsidiaries to provide continuing indemnification or a guarantee of obligations of a third party
after the date hereof in excess of $176,000;


 


(x)
is between the Seller or any of its Subsidiaries and any of their respective directors, executive officers, shareholders or Affiliates,
including all non-competition, severance and indemnification agreements;


 


(xi)
relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which the Seller or
any of its Subsidiaries has outstanding obligations (other than customary confidentiality obligations);


 


(xii)
provides another Person (other than the Seller or any of its Subsidiaries) with a power of attorney;


 


(xiii)
obligates the Seller or any of its Subsidiaries to make any capital commitment or expenditure in excess of $176,000 (including pursuant
to any joint venture);


 




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(xiv)
relates to the development, ownership, licensing or use of any Intellectual Property material to the business of the Seller or any of
its Subsidiaries; or


 


(xv)
is otherwise material to the Seller or any of its Subsidiaries or outside of the ordinary course of business of the Seller or any of
its Subsidiaries and not described in clauses (i) through (xiv) above.


 


(b)
Except as disclosed in Section 3.14(b) of the Seller Disclosure Letter, with respect to each Seller Material Contract: (i) such
Seller Material Contract is valid and binding and enforceable in all respects against the Seller or the Subsidiary party thereto, and,
to the knowledge of the Seller, the other party thereto, are in full force and effect; (ii) the consummation of the transactions contemplated
by this Agreement will not affect the validity or enforceability of the Seller Material Contract against the Seller or such Subsidiary
and, to knowledge of the Seller, the other party thereto; (iii) neither the Seller or any of its Subsidiaries is in breach or default
in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default
by the Seller or any of its Subsidiaries, or permit termination or acceleration by the other party thereto, under such Seller Material
Contract; (iv) to the knowledge of the Seller, no other party to such Seller Material Contract is in breach or default in any respect,
and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such
other party, or permit termination or acceleration by the Seller or any of its Subsidiaries, under such Seller Material Contract, (v)
no other party to such Seller Material Contract has notified the Seller or any of its Subsidiaries in writing that it is terminating
or considering terminating the handling of its business by the Seller or any of its Subsidiaries or in respect of any particular product,
project or service of the Seller or any of its Subsidiaries, or is planning to materially reduce its future business with the Seller
or any of its Subsidiaries in any manner; and (vi) neither the Seller nor any of its Subsidiaries has waived any rights under such Seller
Material Contract.


 


Intellectual
Property.


 


(a)
Each of the Seller and its Subsidiaries (i) has all right, title and interest in and to the Owned Intellectual Property, free and clear
of all Encumbrances, other than rights and interest licensed to any other Person and Permitted Encumbrances, and (ii) has no Licensed
Intellectual Property. Neither the Seller or any of its Subsidiaries has received any written notice alleging that it has infringed,
diluted or misappropriated, or, by conducting its business as currently conducted, has infringed, diluted or misappropriated, the Intellectual
Property rights of any Person and there is no valid basis for any such allegation.


 


(b)
Except as set forth in Section 3.15(b) of the Seller Disclosure Letter, neither the execution nor delivery of this Agreement,
nor the consummation of the transactions contemplated hereby will impair or alter the Seller’s or any of its Subsidiaries’
rights to any Owned Intellectual Property. Each item of Owned Intellectual Property is valid, enforceable and subsisting and, there is
no Action that is pending or, to the Seller’s knowledge, threatened that challenges the rights of the Seller or any of its Subsidiaries
to any Owned Intellectual Property or the validity, enforceability or effectiveness thereof. The Owned Intellectual Property constitutes
all Intellectual Property owned by the Seller and any of its Subsidiaries.


 




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Employee
Benefit Plans.


 


(a)
Neither the Seller nor any of its Subsidiaries has any employee benefit plans (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended), or material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation,
retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, or any employment,
termination, severance or other contracts or agreements to which the Seller or any of its Subsidiaries has any obligation or which are
maintained, contributed to or sponsored by the Seller or any of its Subsidiaries for the benefit of any employee who is employed primarily
in (or, in the case of any expatriate employee, whose home country is) the United States (a “U.S. Employee”).


 


(b)
Section 3.16(b) of the Seller Disclosure Letter lists all material bonus, stock option, stock purchase, restricted stock, incentive,
deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements,
and all material employment, termination, severance or other contracts or agreements, to which the Seller or any of its Subsidiaries
is a party, with respect to which the Seller or any of its Subsidiaries has any obligation or which are maintained, contributed to or
sponsored by the Seller or any of its Subsidiaries for the benefit of any Non-U.S. Employee (other than statutory plans) (collectively,
the “Non-U.S. Benefit Plans”). The Seller has made available to the Company a true and complete copy of each Non-U.S.
Benefit Plan.


 


(c)
The consummation of the transactions contemplated by this Agreement, whether alone or together with any other event, will not entitle
any current or former employee, manager, director or consultant of the Seller or any of its Subsidiaries’ severance pay or any
other payment or accelerate the time of payment or vesting, or increase the amount of compensation, due any such employee, manager, director
or consultant.


 


(d)
With respect to each Non-U.S. Benefit Plan: (i) all employer and employee contributions to each Non-U.S. Benefit Plan required by Law
or by the terms of such Non-U.S. Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;
and (ii) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable
regulatory authorities.


 


(e)
None of the Non-U.S. Benefit Plans contains any provision requiring a gross-up pursuant to Section 280G or 409A of the Code or similar
Tax provisions.


 


(f)
No Non-U.S. Benefit Plan provides material benefits, including death or medical benefits (whether or not insured), with respect to current
or former employees of the Seller or any of its Subsidiaries after termination of employment (other than (i) coverage mandated by applicable
Laws, or (iii) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof).


 


Employee
Matters.


 


(a)
There are no Actions pending or, to the knowledge of the Seller, threatened involving the Seller or any of its Subsidiaries and any of
their respective employees or former employees (with respect to their status as an employee or former employee, as applicable) including
any harassment, discrimination, retaliatory act or similar claim.


 




    	20



     


    

 


(b)
To the knowledge of the Seller, since the dates of formation of the Seller and its Subsidiaries, there has been: (i) no labor union organizing
or attempting to organize any employee of the Seller or any of its Subsidiaries into one or more collective bargaining units with respect
to their employment with the Seller or any of the its Subsidiaries; and (ii) no labor dispute, strike, work slowdown, work stoppage or
lock out or other collective labor action by or with respect to any employees of the Seller or any of its Subsidiaries pending with respect
to their employment with the Seller or any of its Subsidiaries or threatened against the Seller or any of its Subsidiaries. Neither the
Seller nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other agreement with any labor
organization applicable to the employees of the Seller or any of its Subsidiaries and no such agreement is currently being negotiated.


 


(c)
The Seller and its Subsidiaries (i) are in compliance in all material respects with all applicable Laws respecting employment and employment
practices, terms and conditions of employment, health and safety and wages and hours, including Laws relating to discrimination, disability,
labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions,
employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not received written
notice, or any other form of notice, that there is any Action involving unfair labor practices against the Seller or any of its Subsidiaries
pending, (ii) are not liable for any material arrears of wages or any material penalty for failure to comply with any of the foregoing,
and (iii) are not liable for any material payment to any trust or to any Governmental Authority, with respect to unemployment compensation
benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine
payments to be made in the ordinary course of business and consistent with past practice). There are no Actions pending or, to the knowledge
of the Seller, threatened against the Seller or any of its Subsidiaries brought by or on behalf of any applicant for employment, any
current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such
Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging
any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.


 


(d)
Section 3.17 (d) of the Seller Disclosure Letter hereto sets forth a complete and accurate list of all employees of the Seller
and its Subsidiaries showing for each as of that date (i) the employee’s name, job title or description, employer, location, salary
level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which
payments are at the discretion of the Seller)), (ii) any bonus, commission or other remuneration other than salary paid during the three
month period ended September 30, 2022; and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee
for the three month period ended September 30, 2022. Except as set forth on Section 3.17(d) of the Seller Disclosure Letter, (A)
no employee is a party to a written employment agreement or contract with the Seller and each is employed “at will”, and
(B) neither the Seller nor any of its Subsidiaries has not paid in full to all such employees all wages, salaries, commission, bonuses
and other compensation due to such employees, including overtime compensation, and there are no severance payments which are or could
become payable by the Seller or any of its Subsidiaries to any such employees under the terms of any written or oral agreement, or commitment
or any Law, custom, trade or practice. Except as set forth in Section 3.17(d) of the Seller Disclosure Letter, each such employee
has entered into the Seller’s, or a Subsidiary’s, standard form of employee non-disclosure, inventions and restrictive covenants
agreement with the Seller or its Subsidiaries, a copy of which has been provided to the Company by the Seller.


 




    	21



     


    

 


(e)
Section 3.17(e) of the Seller Disclosure Letter contains a list of all independent contractors (including consultants) currently
engaged by the Seller and its Subsidiaries, along with the position, the entity engaging such Person, date of retention and rate of remuneration,
most recent increase (or decrease) in remuneration and amount thereof, for each such Person. Except as set forth on Section 3.17(e)
of the Seller Disclosure Letter, all of such independent contractors are a party to a written agreement or contract with the Seller
or one of its Subsidiaries. Each such independent contractor has entered into customary covenants regarding confidentiality, non-competition
and assignment of inventions and copyrights in such Person’s agreement with the Seller or one of its Subsidiaries, a copy of which
has been provided to the Company by the Seller. For the purposes of applicable Law, including the Code, all independent contractors who
are currently, or within the last three (3) years have been, engaged by the Seller or any of its Subsidiaries are bona fide independent
contractors and not employees of the Seller or any of its Subsidiaries. Each independent contractor is terminable on fewer than thirty
(30) days’ notice, without any obligation of the Seller or any of its Subsidiaries to pay severance or a termination fee.


 


Taxes
and Returns.


 


(a)
The Seller has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax returns and
reports required to be filed by the Seller or any of its Subsidiaries (taking into account all available extensions) (collectively, “Tax
Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or
withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such
Taxes for which adequate reserves in the Seller Financials have been established.


 


(b)
Section 3.18(b) of the Seller Disclosure Letter sets forth each jurisdiction where the Seller and each of its Subsidiaries’
files or is required to file a Tax Return.


 


(c)
Neither the Seller nor any of its Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that
any such audit is contemplated or pending.


 


(d)
There are no material claims, assessments, audits, examinations, investigations or other proceedings pending against the Seller or any
of its Subsidiaries in respect of any Tax, and neither the Seller nor any of its Subsidiaries has been notified in writing of any proposed
Tax claims or assessments against the Seller or any of its Subsidiaries (other than, in each case, claims or assessments for which adequate
reserves in the Seller Financials have been established).


 




    	22



     


    

 


(e)
There are no Encumbrances with respect to any Taxes upon any of the Seller’s or its Subsidiaries’ assets, other than (i)
Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for
which adequate reserves in the Seller Financials have been established.


 


(f)
Neither the Seller nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to
assess any material amount of Taxes. There are no outstanding requests by the Seller or any of its Subsidiaries for any extension of
time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.


 


(g)
Neither the Seller nor any of its Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement
with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing.


 


(h)
Neither the Seller nor any of its Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,”
as defined in Treasury Regulation section 1.6011-4.


 


(i)
Neither the Seller nor any of its Subsidiaries has any liability or potential liability for the Taxes of another Person (i) under any
applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise.


 


(j)
Neither the Seller nor any of its Subsidiaries is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation
agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing
agreement or other agreement relating to Taxes with any taxing authority) that will be binding on the Seller or any of its Subsidiaries
with respect to any period following the Closing Date.


 


(k)
Neither the Seller nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice
memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Taxes,
nor is any such request outstanding.


 


Title
to Properties; Assets.


 


(a)
Neither the Seller nor any of its Subsidiaries owns any real property.


 


(b)
The Seller or its Subsidiaries hold a valid and enforceable leasehold interest under each real property lease or sublease entered into
by the Seller or any of its Subsidiaries (the “Leases”), free and clear of all Encumbrances, other than Permitted
Encumbrances. A complete and correct list of the Leases is listed in Section 3.19(b) of the Seller Disclosure Letter and each
Lease is a valid and binding obligation on the Seller or its Subsidiaries, the terms of which have been complied with by the Seller and
its Subsidiaries, as applicable, and, to the knowledge of the Seller, the other parties thereto, and is enforceable and in full force
and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 




    	23



     


    

 


(c)
Neither the Seller nor its Subsidiaries has delivered or received any written notice of any default or breach of any Lease which has
not been cured or is in the process of being cured, and to the knowledge of the Seller no event has occurred which, with notice, lapse
of time or both, would constitute a material default or breach of any Lease by the Seller or its Subsidiaries. The Seller has made available
to the complete and correct copies of the Leases.


 


(d)
Except for assets sold, consumed or disposed of in the ordinary course of business since March 31, 2022, the Seller and its Subsidiaries
own good title to, or hold a valid leasehold interest in or license to all of the tangible assets shown to be owned or leased by it on
the Seller Interim Financials or acquired after the date thereof, free and clear of all Encumbrances, other than Permitted Encumbrances.


 


(e)
All items of Tangible Personal Property which are owned, used or leased by the Seller or one of its Subsidiaries are in good operating
condition and repair (reasonable wear and tear excepted consistent with the age of such items), and are suitable for their intended use
in the business of the Seller or any of its Subsidiary. The operation of each of the Seller and its Subsidiaries’ respective business
as it is now conducted or presently proposed to be conducted is not dependent upon the right to use the Tangible Personal Property of
Persons other than a member of the Seller or any of its Subsidiaries, except for such Tangible Personal Property that is owned by, leased,
licensed or otherwise contracted to such entity. Any leases related to the Tangible Personal Property are valid, binding and enforceable
in accordance with their terms and are in full force and effect. No event has occurred which (whether with or without notice, lapse of
time or both or the happening or occurrence of any other event) would constitute a default on the part of the Seller or any of its Subsidiaries
under any lease related to the Tangible Personal Property and the Seller has no knowledge of the occurrence of any event which (whether
with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other
party under any such lease, and neither the Seller nor any of its Subsidiaries has received notice of any such condition. Neither the
Seller nor any of its Subsidiaries has waived any rights under any lease related to the Tangible Personal Property which would be in
effect at or after the Closing. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the
other party to any lease related to the Tangible Personal Property with either the Seller or one of its Subsidiaries to declare a default
or to accelerate, or which does accelerate, the maturity of any obligations of the Seller or its Subsidiaries under any such lease.


 


(f)
The Seller and each of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in or right to use, all
of its assets, free and clear of all Encumbrances other than Permitted Encumbrances. The assets (including Intellectual Property rights
and contractual rights) of the Seller and its Subsidiaries constitute all of the assets, rights and properties that are used in the operation
of the businesses of the Seller and its Subsidiaries as they are now conducted and presently proposed to be conducted or that are used
or held by the Seller and its Subsidiaries for use in the operation of the businesses of the Seller and its Subsidiaries, and taken together,
are adequate and sufficient for the operation of the businesses of the Seller and its Subsidiaries as currently conducted and as presently
proposed to be conducted.


 




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Environmental
Matters.


 


(a)
Neither the Seller nor any of its Subsidiaries is subject to any current Governmental Order relating to any non-compliance with or liability
under any Environmental Law by or of the Seller or its Subsidiaries, or has assumed by contract or, to the knowledge of the Seller, operation
of law any liability of any other Person arising under Environmental Law;


 


(b)
The Seller and its Subsidiaries are in compliance in all material respects with all applicable Environmental Law;


 


(c)
Neither the Seller nor any of its Subsidiaries (i) has manufactured, treated, stored, disposed of, arranged for or permitted the disposal
of, generated, handled or released any Hazardous Materials; (ii) owned or operated any property or facility, in a manner that has given
or would reasonably be expected to give rise to any liability or obligation under applicable Environmental Laws; or (iii) to the knowledge
of the Seller after due inquiry, is subject to liability for any Hazardous Materials use, storage, processing, transport, disposal, exposure
of any Person or contamination at the real property subject to the Leases or on any third-party property; and


 


(d)
Each of the Seller and its Subsidiaries holds and is in compliance in all material respects with all the Seller Permits required to conduct
its business and operations under all applicable Environmental Law.


 


Transactions
with Affiliates.


 


Except
for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course
of business, no director, manager, officer or other Affiliate of the Seller or any of its Subsidiaries, to the knowledge of the Seller,
has or has had, directly or indirectly: (a) a material economic interest in any Person that has furnished or sold, or furnishes or sells,
services or products that the Seller or any of its Subsidiaries furnishes or sells, or proposes to furnish or sell; (b) a material economic
interest in any Person that purchases from or sells or furnishes to the Seller or any of its Subsidiaries, any goods or services; (c)
a material beneficial interest in any Material Contract of the Seller; or (d) any contractual or other arrangement with the Seller or
any of its Subsidiaries, other than customary indemnity arrangements (each, an “Affiliate Transaction”); provided,
however, that ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not be deemed
an “economic interest in any Person” for purposes of this Section 3.21.


 


Insurance.


 


Neither
the Seller nor any of its Subsidiaries have any insurance policies issued in favor of the Seller or any of its Subsidiaries, or pursuant
to which the Seller, or any of its Subsidiaries or any of their respective directors or officers are a named insured or otherwise a beneficiary.


 




    	25



     


    

 


Accounts
Receivable.


 


All
accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Seller or any of its Subsidiaries, in
accordance with the Seller Accounting Principles arose from sales actually made or services actually performed in the ordinary course
of business and represent valid obligations to the Seller or its Subsidiaries, as applicable, arising from their respective businesses.
None of the Seller’s nor its Subsidiaries’ accounts receivable are subject to any right of recourse, defense, deduction,
return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore on the Seller
Financials.


 


Service
Contracts.


 


Section
3.24 of the Seller Disclosure Letter sets forth a correct and complete list of all material contracts with service providers (the
“Service Provider Contracts”) to which the Seller and any of its Subsidiaries is a party. None of the Service Provider
Contracts has been cancelled or otherwise terminated or, to the Sellers’s knowledge, no such termination has been threatened by
any party to such contract. Neither the Seller nor any of its Subsidiaries has received any notice, and has no reason to believe, that
any of its service providers has ceased, or intends to cease, to supply services to the Seller and its Subsidiaries or otherwise materially
reduce its relationship with the Seller or any of its Subsidiaries. To the knowledge of the Seller, no event has occurred which, with
or without notice, lapse of time or both, would constitute a breach or default on the part of the Seller or any of its Subsidiaries under
the terms of the Service Provider Contracts


 


Investment
Company Act.


 


Neither
the Seller nor any of its Subsidiaries is an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940,
as amended.


 


Information
Supplied.


 


None
of the information supplied or to be supplied by, and relating to, the Seller for inclusion, or included, in any documents to be filed
with the SEC, any state securities commission or any other federal or state regulatory agency in connection with the transactions contemplated
hereby will, at the respective times such information is supplied or such documents are filed or mailed, be false or misleading with
respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances
in which they are made, not misleading. All documents which the Seller is responsible for filing with any regulatory agency in connection
with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law.


 


Finders
and Brokers.


 


Neither
the Seller, its Subsidiaries, nor any of their respective officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement
or any other Transaction Document.


 




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Article
IV


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company hereby represents and warrants to the Seller, subject to such exceptions as are disclosed in the Company Disclosure Schedule,
as of the date of this Agreement and as of the Closing Date:


 


Organization
and Qualification.


 


The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite
corporate, organizational power and authority to own, lease and operate its properties and to carry on its business as now being conducted.


 


Title
to Securities; Capitalization.


 


(a)
The authorized capital stock of the Company consists of 550,000,000 shares of Common Stock, par value $0.0001 per share. The shares of
Common Stock are eligible for quotation on the OTC Markets. As of the date of this Agreement, there are 17,751,564 shares of Common Stock
issued and outstanding as of the date of this Agreement. All outstanding shares of Common Stock are, and all shares of Common Stock that
may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable
and not subject to any pre-emptive rights. or any similar right under any provision of the relevant laws of the Nevada Revised Statutes,
the Company’s Organizational Documents or any contract to which the Company is a party or by which the Company is bound.


 


(b)
Except as set forth in the SEC Reports or Section 4.2(b) of the Company Disclosure Letter, there are no (i) outstanding options,
warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having
general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) except as expressly contemplated
by this Agreement, subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the
issued or unissued capital equity of Company or obligating the Company to issue, transfer, deliver or sell or cause to be issued, transferred,
delivered, sold or repurchased any options, their respective capital stock or securities convertible into or exchangeable for such shares
or interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement,
arrangement or commitment for such capital equity.


 


(c)
Except as set forth in in the SEC Reports or Section 4.2(c) of the Company Disclosure Letter, there are no registration rights,
and there is no voting trust, proxy, rights plan, anti-takeover plan or other contracts or understandings to which the Company is a party
or by which the Company is bound with respect to any of its capital stock. Except as set forth in Section 4.2(c) of the Company Disclosure
Letter, as a result of the consummation of the Exchange, no shares of capital stock, warrants, options or other securities of the
Company are issuable and no rights in connection with any shares, warrants, rights, options or other securities of the Company accelerate
or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).


 




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Authorization.


 


The
Company has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document, to which
it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each
Transaction Document, to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly
and validly authorized by the Company’s board of directors, and no other corporate proceedings on the part of the Company are necessary
to authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party, or to consummate
transactions contemplated hereby and thereby. This Agreement has been, and, upon their execution, the other Transaction Documents to
which the Company is a party, will be, duly and validly executed and delivered by the Company and assuming the due authorization, execution
and delivery of this Agreement and, upon their execution and delivery, the other Transaction Documents, by the other parties hereto and
there and thereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity.


 


Governmental
Approvals.


 


Other
than the filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods
or authorizations (i) required to be made with or obtained from the SEC, (ii) such filings as contemplated by this Agreement, including
pursuant to the Exchange, (iii) for applicable requirements, if any, state securities, takeover and “blue sky” Laws, the
Securities Act, the Exchange Act, and the Financial Industry Regulatory Authority (“FINRA”) no filings, notices, reports,
consents, registrations, approvals, permits, clearances, expirations or terminations of waiting periods or authorizations are required
to be made by the Company with, or obtained by the Company from, any Governmental Authority in connection with the execution, delivery
and performance of this Agreement or the other Transaction Documents to which it is a party, or the consummation of the transactions
contemplated hereby, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the Company.


 


No
Violations.


 


Except
as set forth in the SEC Reports, no Action by or against the Company is pending or, to the best knowledge of the Company, threatened,
which could affect the legality, validity or enforceability of this Agreement or the other Transaction Documents to which it is a party
or the consummation of the transactions contemplated hereby or thereby.


 


Compliance
with Laws.


 


Except
where the failure to be, or to have been, in compliance with such Laws has not or would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the Company or prevent, materially delay or materially impair the ability of the Company
to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is a party, the business
of the Company is not conducted in violation of any applicable Law. The Company has not received any notice or communication of any material
noncompliance with any Laws that has not been cured as of the date of this Agreement or is otherwise disclosed in the SEC Reports.


 




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Investment
Company Act.


 


The
Company is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf
of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.


 


SEC
Filings; Financial Statements.


 


(a)
The Company has filed all SEC reports required to be filed by it under the Exchange Act or otherwise, including pursuant to Section 13(a)
or 15(d) thereof, since January 2020 (the foregoing materials being collectively referred to herein as the “SEC Reports”).
Each of the SEC Reports, at the time of its filing or being furnished (or, if amended, as of the date of such amendment) complied, or
if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange
Act, as applicable, and the rules and regulations of the SEC thereunder applicable to the SEC Reports. To the Company’s knowledge,
the Company is in compliance in all material respects with all of the applicable rules of the OTC Markets. True, correct, and complete
copies of all the SEC Reports are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC.


 


(b)
The financial statements included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared
in accordance with GAAP applied on a consistent basis throughout the periods involved, except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of Company as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments
as permitted by the applicable rules and regulations of the SEC. The disclosure set forth in the SEC Reports, regarding the Company’s
business is current and complete and accurately reflects the Company’s operations as it exists as of the date hereof.


 


Article
V


 


REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER


 


As
an inducement to the Company to enter into this Agreement, the Shareholder hereby represents and warrants to the Company, subject to
such exceptions as are disclosed in the Seller Disclosure Letter, as of the date of this Agreement and as of the Closing Date, .


 




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Seller
Securities.


 


The
Seller Securities represent 100% of the issued and outstanding capital stock of the Seller. The Shareholder is the record owner, and
has good, valid and marketable title to all the Seller Securities. The Shareholder has the right and authority to sell and deliver its
Seller Securities, free and clear of all Encumbrances or adverse claims of any nature whatsoever. Upon delivery of any certificate or
certificates duly assigned, representing the Seller Securities as herein contemplated or upon registering of the Company as the new owner
of the Seller Securities in the share register of the Seller, the Company will receive good title to the Seller Securities owned by the
Shareholder, free and clear of all Encumbrances.


 


Power
and Authority.


 


The
Shareholder has the legal power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to
which the Shareholder is a party, to consummate the transactions contemplated by this Agreement and such other Transaction Documents,
and to perform its obligations under this Agreement and such other Transaction Documents. This Agreement and each other Transaction Document
to which such Shareholder is a party constitutes a legal, valid and binding obligation of the Shareholder, enforceable against it in
accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 


No
Conflicts.


 


The
execution and delivery of this Agreement and each other Transaction Document to which Shareholder is a party by Shareholder and the performance
by Shareholder of its obligations hereunder in accordance with the terms hereof and thereof: (a) will not require the consent of any
third party or governmental entity under any Laws; (b) will not violate any Law applicable to the Shareholder; and (c) will not violate
or breach any contractual obligation to which the Shareholder is a party.


 


Securities
Representations.


 


(a)
Investment Purposes. The Shareholder is acquiring the Exchange Shares for its own account as principal, not as a nominee or agent,
for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in
any transactions that would be in violation of the Securities Act or any state securities or “blue-sky” laws. No other Person
has a direct or indirect beneficial interest in, and such Shareholder does not have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third party, with respect to, the Exchange Shares
or any part thereof that would be in violation of the Securities Act or any state securities or “blue-sky” laws or other
applicable Law.


 


(b)
No General Solicitation. The Shareholder is not receiving the Exchange Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or
presented at any seminar or similar gathering; or any solicitation of a subscription by a Person, other than Company personnel, previously
known to the Shareholder.


 




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(c)
No Obligation to Register Shares. Each Shareholder understands that the Company is under no obligation to register the Exchange
Shares under the Securities Act, or to assist such Shareholder in complying with the Securities Act or the securities laws of any state
of the United States or of any foreign jurisdiction. The Shareholder understands that the Exchange Shares must be held indefinitely unless
the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration
are available. All certificates evidencing the Exchange Shares will bear a legend stating that the Exchange Shares have not been registered
under the Securities Act or state securities laws and they may not be transferred or resold unless they are registered under the Securities
Act and applicable state securities laws or exempt therefrom.


 


(d)
Investment Experience. The Shareholder, or its professional advisor, has such knowledge and experience in finance, securities,
taxation, investments and other business matters as to evaluate investments of the kind described in this Agreement. By reason of the
business and financial experience of such Shareholder or its professional advisor, the Shareholder can protect its own interests in connection
with the transactions described in this Agreement. The Shareholder is able to afford the loss of its entire investment in the Exchange
Shares.


 


(e)
Exemption from Registration. The Shareholder acknowledges its understanding that the offering and sale of the Exchange Shares
is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations
and warranties of the Shareholder made herein, the Shareholder further represents and warrants to and agrees with the Company as follows:


 


(i)
The Shareholder has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current
needs and personal contingencies and has no need for liquidity with respect to the Exchange Shares;


 


(ii)
The Shareholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of the prospective investment in the Exchange Shares;


 


(iii)
The Shareholder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information
concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable
effort or expense; and


 


(iv)
The Shareholder has reviewed the documents filed by the Company with the SEC and has also considered the uncertainties and difficulties
frequently encountered by companies such as the Company.


 


(f)
No Reliance. Other than as set forth herein, no Shareholder is relying upon any other information, representation or warranty
by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Exchange
Shares. The Shareholder has consulted, to the extent deemed appropriate by it, with the Shareholder’s own advisers as to the financial,
tax, legal and related matters concerning an investment in the Exchange Shares and on that basis believes that its investment in the
Exchange Shares is suitable and appropriate for the Shareholder.


 




    	31



     


    

 


(g)
No Governmental Review. The Shareholder is aware that no federal or state agency has (i) made any finding or determination as
to the fairness of this investment, (ii) made any recommendation or endorsement of the Exchange Shares or the Company, or (iii) guaranteed
or insured any investment in the Exchange Shares or any investment made by the Company.


 


(h)
Shell Company. The Shareholder expressly acknowledges that it is aware that the Company is a “shell company” (as such
term is defined in Rule 12b-2 under the Exchange Act, and that the resale of the Exchange Shares being received in the Exchange are subject
to the additional requirements under Rule 144(i)(2), namely that: (a) the Company would need to be subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act; (b) the Company would need to have filed all reports and other materials required to be filed
by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports; and (c) a full twelve months would need to have passed
after the Company filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a
shell company.


 


Article
VI


 


COVENANTS


 


Conduct
of Business of the Company, the Seller and its Subsidiaries.


 


(a)
Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during
the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section
9.1 or the Closing (the “Pre-Closing Period”), except as expressly contemplated by this Agreement and the other
Transaction Documents, or as set forth on Section 6.1 of the Seller Disclosure Letter, each of the Shareholder and the Seller
shall and shall cause its Subsidiaries to (i) conduct their respective businesses, in all material respects, in the ordinary course of
business consistent with past practice; (ii) comply with all Laws applicable to the Seller and its Subsidiaries and their respective
businesses, assets and employees; and (iii) preserve intact, in all material respects, their respective business organizations, maintain
existing relations with all of the Company’s key customers, service providers, suppliers, and creditors, and keep available the
services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, and to
preserve the possession, control and condition of their respective assets, all as consistent with past practice.


 


(b)
Without limiting the generality of the foregoing clause (a), and except as contemplated by the terms of this Agreement or as set
forth in Section 6.1 of the Seller Disclosure Letter without the prior written consent of the Company (such consent not to be
unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Subsidiaries to not:


 


(i)
amend, waive or otherwise change, in any respect, any of the Seller’s or its Subsidiaries’ Organizational Documents;


 




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(ii)
authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity
securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities
or other securities or interests, including any securities convertible into or exchangeable for any of its equity securities or securities
interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such
equity securities or other securities or equity interests;


 


(iii)
split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or declare, pay
or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity
interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities or securities
interests;


 


(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance
to or investment in any third party, or guarantee or endorse any Indebtedness, liability or obligation of any Person;


 


(v)
increase the wages, salaries or compensation of any of its employees by more than five percent (5%), or increase bonuses for the foregoing
individuals in excess of five percent (5%), or make commitments to advance with respect to bonuses for fiscal year 2022, or materially
increase other benefits of any of the foregoing individuals, or enter into, establish, materially amend or terminate any Non-U.S. Benefit
Plan with, for or in respect of any current consultant, officer, manager, director or employee, in each case other than as required by
applicable Law, pursuant to the terms of any such Benefit Plan, or in the ordinary course of business consistent with past practice;


 


(vi)
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable Law or in compliance with Seller Accounting Principles.;


 


(vii)
transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any Owned Intellectual
Property, or disclose to any Person who has not entered into a confidentiality agreement any trade secrets;


 


(viii)
terminate or waive or assign any material right under any Seller Material Contract or any of the Leases, or enter into any contract (A)
involving amounts potentially exceeding $176,000 per year, (B) that would be a Seller Material Contract; or (C) with a term longer than
one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less;


 


(ix)
fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;


 


(x)
establish any new Subsidiary or enter into any new line of business;


 




    	33



     


    

 


(xi)
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to the assets, operations and activities of the Seller or its Subsidiaries, in an amount and scope of coverage
as is comparable to that which are currently in effect;


 


(xii)
revalue any of its material assets or make any change in accounting methods, principles or practices, except in compliance with Seller
Accounting Principles or GAAP and approved by its outside auditors;


 


(xiii)
waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation
relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises
that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by the
Seller or its Affiliates) not in excess of $176,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any claims,
liabilities or obligations, unless such amount has been reserved in the Seller Financials;


 


(xiv)
close or materially reduce any activities, or effect any layoff or other personnel reduction or change, at any of its facilities;


 


(xv)
acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business;


 


(xvi)
make capital expenditures in excess of $176,000 (individually or in the aggregate);


 


(xvii)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;


 


(xviii)
voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $150,000 in the aggregate
other than pursuant to the terms of a Seller Material Contract or Non-U.S Benefit Plan;


 


(xix)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;


 


(xx)
enter into any agreement, understanding or arrangement with respect to the voting of the securities or the capital equity of the Seller
or its Subsidiaries;


 


(xxi)
take any action that would reasonably be expected to delay or impair the obtaining of any consents or approvals of any Governmental Authority
to be obtained in connection with this Agreement;


 




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(xxii)
enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Affiliate Transaction; or


 


(xxiii)
authorize or agree to do any of the foregoing actions.


 


Access
and Information; Confidentiality.


 


(a)
During the Pre-Closing Period, the Seller and its Subsidiaries shall give, and shall direct its accountants and legal counsel to give,
the Company, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality
agreements with third Persons (the existence and scope of which have been disclosed to the Company), access to all offices and other
facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and
other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of
or pertaining to the Seller or its Subsidiaries, as the Company may reasonably request regarding any of the Seller’s or any of
its Subsidiaries’ business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements,
including a consolidated quarterly balance sheet and income statement, each as they become available during the Pre-Closing Period, a
copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements
of applicable securities Laws, and independent public accountants work papers (subject to the consent or any other conditions required
by such accountant, if any)) and instruct such party’s respective officers, managers, directors, employees, accountants, consultants,
legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) to reasonably
cooperate with the Company in its investigation; provided that the Company shall conduct any such activities in such a manner
as not to unreasonably interfere with the business or operations of the party providing such information; provided, further that
in no event shall the Company or its Subsidiaries have access to any information that, based on advice of counsel, disclosure of such
information (i) would violate applicable Laws or at the request of any Governmental Authority having jurisdiction over the Seller or
its Subsidiaries, or (ii) would waive attorney-client privilege, and, in each such case, the Company shall only be entitled to withhold
those portions of such information which are subject to the foregoing limitations. No information or knowledge obtained by the Company
hereto pursuant to this Section 6.2(a) will affect or be deemed to modify any representation or warranty of the Seller or the
Shareholder contained herein.


 


(b)
The parties hereto acknowledge and agree that the existence and terms of this Agreement, the Exchange and the other Transaction Documents
are strictly confidential and that they and their respective Representatives shall not disclose to the public or to any third Person
the terms of this Agreement, the Exchange or the other Transaction Documents other than with the express prior written consent of the
other parties hereto, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction
over the such party or any of its Representatives, control persons or Affiliates (including, without limitation, to the extent applicable,
the rules and regulations of the SEC and FINRA), (ii) as required to carry out a party’s obligations hereunder, or (iii) as may
be required to defend any action brought against such Person in connection with the Exchange.


 




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(c)
Each of the parties hereto shall use their best efforts and cause their respective Affiliates and Representatives to use their respective
best efforts to treat as confidential and hold in strict confidence, unless compelled to disclose by judicial or administrative process
or, in the opinion of its counsel, by other requirements of Law, and after prior written notice to the other parties, all confidential
information of the Company and the Seller, as the case may be, that is made available in connection with this Agreement, and will not
release or disclose such confidential information to any other Person, except to their respective auditors, attorneys, financial advisors
and other consultants, agents, and advisors in connection with this Agreement. If the Closing does not occur, (i) such confidence shall
be maintained by the parties hereto, and each such party shall use its reasonable efforts to cause its Affiliates and Representatives
to maintain such confidence, except to the extent such information comes into the public domain (other than as a result of an action
by such party, its Representatives or such other Persons in contravention of this Agreement), and (ii) upon the request of any party,
the other party shall promptly return to the requesting party any written materials remaining in its possession, which materials it has
received from the requesting party or its Representatives, together with any analyses or other written materials based upon the materials
provided.


 


(d)
From and after the Closing and until the fifth anniversary of the Closing, the Shareholder shall, and shall cause their respective Representatives
to, hold, and shall use their respective reasonable best efforts to cause their Representatives to, hold in confidence any and all non-public
or otherwise confidential information, whether written or oral, concerning the Company, the Seller and the Seller’s business and
business operations. In the event that a Shareholder or any such Representative becomes legally compelled to disclose any such confidential
information, the Shareholder shall provide notice to the Company in writing and consult with the Company regarding the disclosure of
such information and use their commercially reasonable efforts to obtain any appropriate protective order or other reasonable assurance
that confidential treatment will be accorded such information. In the event that such protective order or other remedy is not obtained,
or the Company waives compliance with this Section 6.2(d), the Shareholder shall furnish only that portion of such confidential
information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential
treatment will be accorded such information. The Shareholder shall promptly furnish (prior to, at, or as soon as practicable following,
the date hereof) to the Company any and all copies (in whatever form or medium) of all such confidential information then in the possession
of such Shareholder or any of their respective Representatives and, except as otherwise required by Section 6.2(a) to fulfill
Seller’s obligations, destroy any and all additional copies then in the possession of any such Shareholder or any of their respective
Representatives of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the
basis thereof; provided, however, that this Section 6.2(d) shall not apply to any information that, at the time of disclosure,
is available publicly and was not disclosed in breach of this Agreement by the Shareholder or any of its Representatives; and provided,
further, that, with respect to Intellectual Property, specific information shall not be deemed to be within the foregoing exception
merely because it is embraced in general disclosures in the public domain. In addition, with respect to Intellectual Property, any combination
of features shall not be deemed to be within the foregoing exception merely because the individual features are in the public domain
unless the combination itself and its principle of operation are in the public domain.


 




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Notification
of Certain Matters.


 


Each
of the Company and the Seller shall give prompt notice to the others (and, if in writing, furnish copies of) if any of the following
occurs during the Pre-Closing Period: (a) there has been a material failure on the part of the party providing the notice to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) receipt of any notice or other
communication in writing from any third Person alleging that the consent of such third Person is or may be required in connection with
the transactions contemplated by this Agreement and the other Transaction Documents; (c) receipt of any notice or other communication
from any Governmental Authority in connection with the transactions contemplated by this Agreement and the other Transaction Documents;
(d) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence
of which, would reasonably be expected to cause or result in any of the conditions to the Exchange set forth in Article VII not
being satisfied or the satisfaction of any of those conditions being materially delayed; or (e) the commencement or threat, in writing,
of any Action against any party hereto or any of its Affiliates, or any of their respective properties or assets, or, to the knowledge
of the Company and the Seller, as applicable, any officer, director or partner, in his or her capacity as such of the Company or the
Seller, as applicable, or any of their Affiliates with respect to the consummation of the Exchange. No such notice to any party hereto
shall constitute an acknowledgement or admission by such party providing notice regarding whether or not any of the conditions to Closing
or to the consummation of the Exchange have been satisfied or in determining whether or not any of the representations, warranties or
covenants contained in this Agreement or the other Transaction Documents have been breached. Moreover, no information or knowledge obtained
by any party hereto pursuant to this Section 6.3 will affect or be deemed to modify any representation or warranty contained herein
or the conditions to the obligations of the parties hereto to consummate the Exchange.


 


Tax
Matters.


 


Notwithstanding
anything to the contrary contained herein, the Seller shall pay all Transfer Taxes, including any Stamp Duties pursuant to Hong Kong
law, required to be paid by the Seller, any of its Subsidiaries, or the Shareholder incurred in connection with the Exchange. The party
hereto required by applicable Law to file any Tax Returns with respect to any such Transfer Taxes shall be responsible for the preparation
and filing of such Tax Return, and the other parties hereto will join in the execution of any such Tax Returns if required by applicable
Law.


 


Public
Announcements.


 


The
Company and the Seller agree that no public release or announcement concerning this Agreement, the other Transaction Documents or the
Exchange shall be issued by them or any of their Affiliates without the prior written consent of the other party (which consent shall
not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the
rules or regulations of any securities exchange, in which case the applicable party shall use commercially reasonable efforts to allow
the other party reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance
of such issuance; provided, however, that the Company or the Seller may make public
statements in response to questions by the press, analysts, investors or those attending industry conferences or analyst or investor
conference calls, so long as such statements are not inconsistent with previous statements made jointly by the Company and the Seller.
The Seller may make any statements or communications to its officers or employees pertaining to compensation or benefit matters that
are affected by the transactions contemplated by this Agreement or the other Transaction Documents; provided that, prior to making
any broad-based statements or communications to its officers or employees, the Seller shall provide the Company with a copy of the intended
communication and consider any comments of the Company in good faith.


 




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Regulatory
Matters, Applications; Cooperation.


 


(a)
Each of the Company and the Seller shall, upon request, furnish to the others all information concerning itself, its Subsidiaries, directors,
officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with preparation and filing
of any statement, filing, notice or application made by or on behalf of the Company or the Seller or any of their respective Subsidiaries
to any Governmental Authority, in connection with the Exchange and the other transactions contemplated by this Agreement or the other
Transaction Documents.


 


(b)
In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental
Authority or private Person challenging the Exchange or any other transaction contemplated by this Agreement or the other Transaction
Documents, each of the Company and the Seller shall cooperate in all respects with each other and use its respective commercially reasonable
efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment,
injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation
of the transactions contemplated by this Agreement or the other Transaction Documents.


 


(c)
Prior to the expiration of the Pre-Closing Period, the Seller shall use its commercially reasonable efforts to obtain any consents of
third parties with respect to any Seller Material Contract as may be necessary or appropriate for the consummation of the transactions
contemplated hereby or required by the terms of any contract as a result of the execution, performance or consummation of the transactions
contemplated hereby.


 


(d)
As promptly as practicable after the furnishing by the Seller of all information regarding it required to be reflected therein, the Company
shall file: (i) the applications, notices, waiver requests or other appropriate filings with the any regulatory agency having authority
over the Exchange and the transactions contemplated hereby, including, in accordance with Section 6.9 below, the Super 8-K and any other
Current Reports on Form 8-K before or after the Closing, required by applicable law and regulation for the consummation of the transactions
contemplated by this Agreement and the other Transaction Documents, and (ii) any other applications for regulatory or other approvals
deemed necessary or appropriate by the Company. To the extent available, the Company shall request expedited treatment of such applications,
and shall take reasonable steps to pursue approval of the applications. The Seller agrees that it shall, and shall cause its employees,
agents, representatives, and advisors to, cooperate with the Company and its advisors in the preparation and filing of the regulatory
applications, including by providing on a prompt basis information requested by the Company or its advisors for inclusion in such documents,
and by providing comments on drafts of such documents on a timely basis.


 




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(e)
Each of the Company and the Seller shall promptly advise the other upon receiving any communication from any Governmental Authority the
consent or approval of which is required for consummation of the transactions contemplated by this Agreement or the other Transaction
Documents, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or
that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide
the other party with a copy of such communication.


 


Acquisition
Proposal; Alternative Transactions; No Solicitation.


 


(a)
From the date of this Agreement until the earlier of the Closing or the termination of this Agreement by its terms, neither the Shareholder
nor the Seller shall, and shall cause its Subsidiaries and its and their respective directors, officers and other employees and direct
all other Representatives not to, (i) initiate any negotiations with any Person with respect to, or provide any non-public information
or data concerning the Seller or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or Alternative Transaction
or afford to any Person access to the business, properties, assets or personnel of the Seller or any of its Subsidiaries in connection
with an Acquisition Proposal or Alternative Transaction, (ii) enter into any acquisition agreement, merger agreement or similar definitive
agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition
Proposal or Alternative Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover
Laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or
attempt by any Person to make an Acquisition Proposal or Alternative Transaction.


 


(b)
The Seller and the Shareholder, as applicable, shall promptly (and in no event later than twenty-four (24) hours after becoming aware
of any Acquisition Proposal, offer or request for information) notify the Company of any proposals, offers or requests for information
made with respect to an Alternative Transaction following the Seller’s, or such Shareholder’s awareness thereof and provide
the Company a copy of such Acquisition Proposal, offer or request for information made with respect to an Alternative Transactions, if
in writing. The Seller or Shareholder, as applicable, shall and shall instruct and cause any Representatives acting on their behalf to,
and the Seller shall instruct and cause its officers and directors to, immediately cease and terminate all discussions and negotiations
with any Person that may be ongoing with respect to a possible Alternative Transactions.


 




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Financial
Statements. Prior to the Closing, the Seller shall deliver to the Company the (i) the audited consolidated balance sheets of the
Seller and its Subsidiaries as of March 31, 2021 and 2022, and the related audited consolidated statements of operations, comprehensive
income (loss), stockholders’ equity and cash flows for the fiscal year ended March 31, 2021 and 2022, together with the notes to
such statements and the opinion of Paris Kreit & Chui CPA LLP, and (ii) the unaudited consolidated balance sheets of the Seller and
its Subsidiaries as of October 31 , 2022 and the related unaudited consolidated statements of operations, comprehensive income (loss),
stockholders’ equity and cash flows for the period from April 1, 2022 to October 31, 2022, clause (i) and (ii), collectively, the
“Required Pre-Closing Financial Statements”).


 


Post-Closing
Covenant. Prior to and following the Closing, the Seller and the Shareholder shall use their best efforts to take or cause to be
taken all actions, and do or cause to be done all things, necessary, proper or advisable to assist the Company prepare and file the Super
8-K with the SEC pursuant to applicable SEC rules and regulations.


 


Further
Assurances.


 


The
Company, the Seller and the Shareholder shall further cooperate with each other and use their respective reasonable efforts to take or
cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement,
the other Transaction Documents and applicable Laws to consummate the Exchange and the other transactions contemplated by this Agreement
and the other Transaction Documents as soon as practicable, including preparing and filing as soon as practicable all documentation to
effect all necessary notices, reports and other filings and to obtain (in accordance with this Agreement or the other Transaction Documents)
as soon as practicable, including regulatory approvals or permits required, and any other consents, registrations, approvals, permits
and authorizations as may be agreed upon by the parties hereto.


 


Article
VII


 


CONDITIONS


 


Conditions
to Each Party’s Obligations.


 


The
obligations of each party hereto to consummate the Exchange and other transactions described herein shall be subject to the satisfaction
or waiver (where permissible), at or prior to the earlier of the Closing Date, of the following condition:


 


(a)
No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any
Law or Governmental Order (whether temporary, preliminary or permanent) that is in effect and makes illegal or otherwise prohibits the
acquisition of Seller Securities, the Exchange or the other transactions or agreements contemplated by this Agreement, or which otherwise
prevents or prohibits consummation of any other transactions contemplated by this Agreement.


 




    	40



     


    

 


Conditions
to Obligations of the Company.


 


The
obligations of the Company to consummate the Exchange are subject to the satisfaction of the Seller or waiver by the Company, at or prior
to the Closing Date, of the following additional conditions:


 


(a)
Representations and Warranties. (i) Each of the representations and warranties of the Seller set forth in Section 3.1 (Due
Organization and Good Standing), Section 3.2 (Title to Securities; Capitalization), Section 3.3 (Subsidiaries), Section
3.4 (Authorization) and Section 3.26 (Finders and Brokers) and of the Shareholder set forth in Section 5.1 (Seller
Securities), Section 5.2 (Power and Authority), and Section 5.4 (Securities Representations) shall have been true and correct
as of the date of this Agreement and shall be true and correct as of the Closing (except to the extent that any such representation and
warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true
and correct as of such particular date or period of time).


 


(ii)
Each of the representations and warranties of the Seller and the Shareholder not listed in Section 7.2(a)(i) (without giving effect
to any limitation as to “materiality” or “Seller Material Adverse Effect”) shall be true and correct as of date
of this Agreement and as of the Closing Date as though made as of the Closing Date (except to the extent that such representations and
warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct
as of such earlier date), except where the failure to be so true and correct does not have, and would not reasonably be expected to have,
individually or in the aggregate with respect to all such failures, a Seller Material Adverse Effect.


 


(b)
Agreements and Covenants. The Seller and its Subsidiaries shall have performed in all material respects all of their respective
obligations and complied in all material respects with all of their respective agreements and covenants to be performed or complied with
by them under this Agreement at or prior to the Closing Date.


 


(c)
Officer Certificate. The Seller shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive
officer certifying in such capacity as to the satisfaction of the conditions specified in Sections7.2(a)(i), 7.2(a)(ii) and
7.2(b).


 


(d)
Secretary’s Certificate. The Seller shall have delivered to the Company: (i) true copies of its Organizational Documents
as in effect as of the Closing Date, (ii) certificates of good standing (or similar documents applicable for such jurisdictions) for
each of the Seller and its Subsidiaries, certified as of a date no later than five (5) Business Days prior to the Closing Date from the
proper Governmental Authority of the entity’s jurisdiction of organization; (iii) true copies of the resolutions of their respective
boards of directors and the Shareholder authorizing the execution, delivery and performance of this Agreement, and the consummation of
the Exchange and each of the transactions contemplated hereby, and (iv) certifying the incumbency of officers authorized to execute this
Agreement.


 


(e)
Seller Material Adverse Effect. No Seller Material Adverse Effect shall have occurred since the date of this Agreement.


 




    	41



     


    

 


(f)
Surrender of Seller Certificates. The Shareholder shall have surrendered to the Company or its registrar or transfer agent the
certificates representing the Seller Securities owned by the Shareholder, duly endorsed or accompanied by stock powers duly executed
in blank and otherwise in a form acceptable for transfer on the books of the Seller.


 


(g)
Seller Consents. The authorizations, approvals and permits required to be obtained from or made with any third party in order
to consummate the transactions contemplated by this Agreement, as set forth in Exhibit 7.2(h) attached hereto shall have each
been obtained or made.


 


(h)
Financial Statements. The Company shall have received the Seller Financials.


 


Conditions
to Obligations of the Seller and the Shareholder


 


The
obligations of the Seller and the Shareholder to consummate the Exchange are subject to the satisfaction by the Company or waiver by
the Seller and the Shareholder, at or prior to the Closing Date, of the following additional conditions:


 


(a)
Representations and Warranties. Each of the representations and warranties of the Company set forth in this Agreement (without
giving effect to any limitation as to “materiality”) shall be true and correct as of the date of this Agreement and as of
the Closing Date as though made as of the Closing Date (except to the extent that such representations and warranties refer specifically
to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), except
where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate
with respect to all such failures, a material adverse effect.


 


(b)
Agreements and Covenants. The Company shall have performed in all material respects all of its obligations and complied in all
material respects with all of its agreements and covenants to be performed or complied with by it under this Agreement at or prior to
the Closing Date.


 


(c)
Officer Certificate. The Company shall have delivered to the Seller a certificate, dated the Closing Date, signed by an executive
officer of the Company, certifying in such capacity as to the satisfaction of the conditions specified in Sections 7.3(a) and
7.3(b).


 


(d)
Secretary’s Certificate. The Company shall have delivered to the Seller true copies of the resolutions of the Company’s
board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the Exchange and each
of the transactions contemplated hereby.


 




    	42



     


    

 


Article
VIII


 


SURVIVAL
AND INDEMNIFICATION


 


Survival.


 


Survival
of Representations and Warranties. The representations and warranties of the Seller, the Shareholder and the Company made pursuant
to Sections 3.1 (Due Organization and Good Standing), 3.2 (Title to Securities; Capitalization), 3.3 (Subsidiaries),
3.4 (Authorization), and 3.26 (Finders and Brokers), Sections 5.1 (Seller Securities), 5.2 (Power and Authority),
5.3 (No Conflicts), and 5.4 (Securities Representations) and Sections 4.1 (Organization and Qualification), 4.2
(Title to Securities; Capitalization) and 4.3 (Authorization), respectively, shall survive the Closing until the first anniversary
of the Closing Date; provided, however, that any representation or warranty the breach or violation of which is made the
basis of a claim for indemnification will survive until such time as such claim is finally resolved in accordance with this Agreement.


 


Indemnification.


 


(a)
Indemnification by the Shareholder. Subject to the terms and conditions of this Article VIII, the Shareholder (including
their Affiliates and successors or assigns) (the “Shareholder Indemnifying Parties”) shall indemnify and hold harmless
the Company and its Affiliates, and their respective successors and permitted assigns (each, a “Company Indemnified Party”)
from and against any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including
reasonable attorneys’ and consultants’ fees and expenses) actually paid, suffered, incurred by, or imposed upon, them (including
any Action brought or otherwise initiated by any of them) (any of the foregoing, a “Loss”) arising out of or resulting
from (a) any breach of any of the Seller’s or the Shareholder’s representations and warranties set forth in Section 8.1,
or (b) any breach or nonperformance of any covenant or agreement made by the Seller or the Shareholder contained in this Agreement to
be performed subsequent to the Effective Time.


 


(b)
Indemnification by the Company. Subject to the terms and conditions of this Article VIII, the Company (including its Affiliates
and successors or assigns) (the “Company Indemnifying Parties”) shall indemnify and hold harmless the Shareholder
and its successors and permitted assigns (each, a “Shareholder Indemnified Party”) from and against any and all Losses
arising out of or resulting from (i) any breach of any of the Company’s representations and warranties set forth in Section
8.1, or (ii) any breach or nonperformance of any covenant or agreement made by Company in this Agreement to be performed subsequent
to the Effective Time.


 


Limits
on Indemnification.


 


The
Shareholder Indemnifying Persons and the Company Indemnifying Parties (each, an “Indemnifying Party”) shall not be
liable for any claim for indemnification pursuant to Section 8.2(a) or 8.2(b), respectively, unless and until the aggregate
amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds $ 250,000 whereupon the Shareholder
Indemnified Persons and the Company Indemnified Parties (each, an “Indemnified Party”), respectively, shall be entitled
to indemnification for the full amount of such Losses. In no event shall the aggregate indemnification actually paid by an Indemnifying
Party pursuant to Section 8.2, taken together with all other indemnification actually paid by such Indemnifying Party pursuant
to Section 8.2 in respect of breaches of any representations or warranties, exceed $ 250,000. Payments pursuant to Section
8.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance
proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by an Indemnified Party
in respect of any such claim. The Indemnified Party shall take, and cause their respective Representatives to take, all commercially
reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does,
give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss;
provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.


 




    	43



     


    

 


Notice
of Loss; Third Party Claims.


 


(a)
An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could
give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the
Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which
such right of indemnification is claimed or arises.


 


(b)
If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”)
against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such
notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that
the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except
to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from
any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying
Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such
Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense
and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt
of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably
likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute
discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall
be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense
of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such
Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available
to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in
the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by
the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any
such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified
Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s
possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such
Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.


 




    	44



     


    

 


Article
IX


 


TERMINATION
AND ABANDONMENT


 


Termination.


 


This
Agreement may be terminated, and the Exchange and the other transactions contemplated hereby may be abandoned at any time prior to the
Closing Date, notwithstanding any approval of the matters presented in connection with the Exchange by the Shareholder (the date of any
such termination, the “Termination Date”), as follows:


 


(a)
by mutual written consent of each of the Seller and the Company, as duly authorized by the Company’s board of directors and the
Seller’s board of directors;


 


(b)
by written notice by either the Company or the Seller, if (i) any Governmental Authority shall have enacted, issued, promulgated, enforced
or entered any Governmental Order or Law or taken any other Action that is, in each case, then in effect and is final and non-appealable
and has the effect of restraining, enjoining or otherwise preventing or prohibiting the transactions contemplated by this Agreement or
the agreements contemplated hereby, or (ii) any Governmental Authority shall have finally, without the right to appeal, declined to grant
any of the regulatory approvals referred to in Section 7.1(b); provided, however, that the right to terminate
this Agreement under this Section 9.1(b) shall not be available to any party hereto whose failure to fulfill any obligation under
this Agreement has been the cause of, or resulted in, any such Governmental Order to have been enacted, issued, promulgated, enforced
or entered;


 


(c)
by written notice by the Company, if there has been a breach by the Seller of any of its representations, warranties, covenants or agreements
contained in this Agreement, or if any representation or warranty of the Seller shall have become untrue or inaccurate which, in either
case, would result in a failure of a condition set forth in Section 7.2 (a “Terminating Seller Breach”); provided,
however, that if such Terminating Seller Breach is curable by the Seller prior to the Closing Date, then the Company may not terminate
this Agreement under this Section 9.1(c) for ten (10) calendar days after delivery of written notice from the Company to the Seller
of such Terminating Seller Breach, provided the Seller continues to exercise its reasonable best efforts to cure such breach (it being
understood that the Company may not terminate this Agreement pursuant to this Section 9.1(c) if it shall have materially breached
this Agreement or if such Terminating Seller Breach is cured during such ten (10) calendar day period); or


 


(d)
by written notice by the Seller, if there has been a breach by the Company of any of its representations, warranties, covenants or agreements
contained in this Agreement, or if any representation or warranty of the Company shall have become untrue or inaccurate which, in either
case, would result in a failure of a condition set forth in Section 7.3 (a “Terminating Company Breach”); provided,
however, that if such Terminating Company Breach is curable by the Company prior to the Closing Date, then the Seller may not
terminate this Agreement under this Section 9.1(d) for ten (10) calendar days after delivery of written notice from the Seller
to the Company of such Terminating Company Breach, provided the Company continues to exercise commercially reasonable efforts to cure
such Terminating Company Breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 9.1(d)
if they shall have materially breached this Agreement or if such Terminating Company Breach is cured during such ten (10) calendar
day period).


 




    	45



     


    

 


Effect
of Termination.


 


(a)
In the event that this Agreement is validly terminated in accordance with Section 9.1, then each of the parties hereto shall be
relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be
without liability to the other parties hereto; provided, that the obligations of the parties hereto set forth in this Section
9.2, Section 6.2 (Confidentiality), Section 6.5 (Public Announcements) and Article X (Miscellaneous) hereof
shall survive any such termination and shall be enforceable hereunder.


 


(b)
Nothing in this Section 9.2 shall relieve any of the parties hereto of any liability for a material breach of any of its covenants
or agreements or material breach of its representations and warranties contained in this Agreement prior to the date of termination.


 


Article
X


 


MISCELLANEOUS


 


Expenses.


 


Except
as otherwise specified in this Agreement, all Expenses shall be paid by the party incurring such costs and expenses, whether or not the
Exchange or the Closing shall have occurred.


 


Notices.


 


All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by electronic
mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following
addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.2):


 


	 	(a)	if
    to the Company, to:


 


Flywheel
Advanced Technology, Inc. 123 West Nye Lane, Suite 455,


Carson
City, NV 89706


Attention:
Tang Siu Fung


President
and Chief Executive Officer


Email:


 


with
a copy to:


 


The
Crone Law Group P.C.


500
Fifth Avenue


Suite
938


New
York, NY 10110


Attention:
Mark Crone


Email:


 




    	46



     


    

 


	 	(b)	if
    to Seller, to:


 


QBS
System Limited


Unit
327


Building
16W


16
Science Park West Avenue


Shatin,
N.T., Hong Kong


Attention:
Gary Wong


 


Email:
gary@qbssystem.com


 


	 	(c)	If
    to the Shareholder to:


 


QBS
Flywheel Limited


“GATEWAY”
L36


1
Macquarie PI


SYDNEY
NSW


2000


Attention:
Ricky Wong


 


Email:
ir@qbsflywheel.com


 


Severability.


 


If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that
the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Entire
Agreement.


 


This
Agreement, the Seller Disclosure Letter, the Company Disclosure Letter and the other Transaction Documents constitute the entire agreement
of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both
written and oral, among the parties hereto with respect to the subject matter hereof and thereof.


 




    	47



     


    

 


Assignment.


 


This
Agreement may not be assigned by operation of law or otherwise without the express written consent of the Company (which consent may
be granted or withheld in the sole discretion of the Company) and any such assignment or attempted assignment without such consent shall
be null and void.


 


Amendment.


 


This
Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the parties hereto that expressly
references the Section of this Agreement to be amended; or (b) by a waiver in accordance with Section 10.7.


 


Waiver.


 


Any
party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b)
waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the
other parties pursuant to this Agreement; or (c) waive compliance with any of the agreements of the other parties or conditions to such
obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the
parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other
right hereunder. Any waiver of any term or condition hereof shall not be construed as a waiver of any subsequent breach or as a subsequent
waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any party hereto to
assert any of its rights hereunder shall not constitute a waiver of any of such rights.


 


Third
Parties.


 


Nothing
contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby
shall create any rights in, or be deemed to have been executed for, or the benefit of, any Person that is not a party hereto or thereto
or a successor or permitted assign of such a party, unless otherwise specified herein. Except for the provisions of Article VIII
relating to Indemnified Parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person,
including any union or any employee or former employee of the Seller, any legal or equitable right, benefit or remedy of any nature whatsoever,
including any rights of employment for any specified period, under or by reason of this Agreement.


 


Specific
Performance.


 


The
parties hereto acknowledge and agree that the parties hereto would be irreparably damaged if any of the provisions of this Agreement
are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement
by any party hereto could not be adequately compensated by monetary damages alone and that the parties hereto would not have any adequate
remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including
monetary damages), such party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to
temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement
without posting any bond or other undertaking.


 




    	48



     


    

 


Governing
Law; Jurisdiction.


 


This
Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nevada applicable to contracts executed
in and to be performed in that State without giving effect to any choice or conflict of law provision or rule. Each of the parties hereto
hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Nevada for the purpose of any
Action, directly or indirectly, arising out of, relating to, or in connection with this Agreement brought by any party hereto; (b) agrees
that service of process will be validly effected by sending notice in accordance with Section 10.2; (c) irrevocably waives and
releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim, whether
actual or potential, known or unknown, suspected or unsuspected, based upon past or future events, now existing or coming into existence
in the future, that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii)
its property is exempt or immune from attachment or execution in the State of Nevada; (iii) such Action is brought in an inconvenient
forum; (D) that the venue of such Action is improper; or (iv) this Agreement or the transactions contemplated by this Agreement may not
be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other than any
of the above-named courts.


 


Waiver
of Jury Trial.


 


Each
of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by
jury with respect to any Action directly or indirectly arising out of, relating to, or in connection with this Agreement or the transactions
contemplated by this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the event of any Action, seek to enforce that foregoing
waiver; and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions
contemplated by this agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.11.


 


Counterparts.


 


This
Agreement may be executed and delivered (including by electronic transmission such as by electronic mail in “.pdf” form)
in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original, but all of which taken together shall constitute one and the same agreement.


 


[Signature
Page Follows]


 




    	49



     


    

 


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


 


	 	FLYWHEEL ADVANCED 
	 	TECHNOLOGY, INC.
	 	 	 
	 	By:	/s/
    Tang Siu Fung
	 	Name:	TANG
    SIU FUNG
	 	Title:	DIRECTOR
	 	 	 
	 	QBS SYSTEM LIMITED
	 	 	 
	 	By:	/s/
    Wong Chi Fung
	 	Name:	WONG
    CHI FUNG
	 	Title:	DIRECTOR
	 	 	 
	 	SHAREHOLDER:
	 	QBS FLYWHEEL LIMITED
	 	 
	 	By:	/s/
    Wong Ka Ki
	 	Name:	WONG
    KA KI
	 	Title:	DIRECTOR


 


[SIGNATURE
PAGE TO SHARE EXCHANGE AGREEMENT]


 




    	 



     


    

 


Schedule
1.1(a) – Licensed Intellectual Property


 


There
is no Licensed Intellectual Property with the Seller.


 




    	 



     


    

 


Schedule
1.1(b) – Owned Intellectual Property


 


There
is no Owned Intellectual Property with the Seller.


 




    	 



     


    

 


Schedule
2.1 List of Shareholder and Number of Exchange Shares to be Received


 


	Name
    of Shareholder	 	Number
    of Exchange Shares to be received
	QBS
    Flywheel Limited (Australian 	 	8,939,600
	Company
    Number: 121831472)	 	 
	Total	 	8,939,600

    

    



 




    	 



     


    

 


Schedule
7.2(k) – List of Employment Agreement Individuals


 


The
following individuals have entered into an Employment Agreement with the Seller:


 


	 	1.	LAU
    Kai Yan
	 	2.	CHOW
    Wing Chun
	 	3.	CHAN
    Chun Ting
	 	4.	WONG
    Chi Fung
	 	5.	ZOU
    Xin
	 	6.	LIN
    Qiuyue
	 	7.	LAM
    Yau Man
	 	8.	TAM
    Ming Kai
	 	9.	LAU
    Chi Ho Hebitz
	 	10.	WONG
    Kwong Lin
	 	11.	LEUNG
    Ka Wang
	 	12.	LO
    Chi Wing


 




    	 



     


    

 


Schedule
7.2(l) – List of Non-Disclosure and Non-Compete Individuals and Entities


 


The
following individuals and entities have entered into a Non-Disclosure and Non-Compete Agreement with the Seller:


 


	 	13.	KWAN
    Ping Yuen
	 	14.	CHIU
    Cheuk Pong
	 	15.	WONG
    Ka Ki
	 	16.	WONG
    Chi Fung
	 	17.	QBS
    System Limited
	 	18.	QBS
    Flywheel Limited
	 	19.	Wolf
    Asia Pty Limited


 




    	 



     


    

 


Exhibit
A – Form of Lock-Up Agreement


 


The
Form of Lock-Up Agreement is to be incorporated into this Agreement at Closing.


 




    	 



     


    

 


Exhibit
B – Form of Employment Agreement


 


The
Form of Employment Agreement is to be incorporated into this Agreement at Closing.


 




    	 



     


    

 


Exhibit
C – Form of Non-Disclosure and Non-Compete Agreement


 


The
Form of Non-Disclosure and Non-Compete Agreement is to be incorporated into this Agreement at Closing.


 




    	 



     


    

 


Exhibit
7.2(h) –Seller Consents


 


The
Seller Consents are to be incorporated into this Agreement at Closing.