Exhibit 10.1


  


PURCHASE AGREEMENT


 


This PURCHASE AGREEMENT
(the “Agreement”), dated as of [December 11th], 2019, by and among iFresh Inc. (the “Purchaser”),
Long Deng (“Deng”), and Dragon Seeds LLC (the “Company”).


 


For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties accordingly agree as follows:


 


ARTICLE I

DEFINITIONS


 


The following terms, as used herein, have the following
meanings:


 


1.1 “Affiliate” means, with
respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.


 


1.2 “Authority” means any
governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public,
private or industry regulatory authority, whether international, national, Federal, state, or local.


 


1.3 “Books and Records” means
all books and records, ledgers, employee records, customer lists, files, correspondence, and other records of every kind (whether
written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the business or its
transactions are otherwise reflected, other than stock books and minute books.


 


1.4 “Business Day” means any
day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, U.S.A. are authorized
to close for business.


 


1.5 “COBRA” means collectively,
the requirements of Sections 601 through 606 of ERISA and Section 4980B of the Code.


 


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


 


1.7 “Contracts” means the
Leases and all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, commitments,
client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written, to which the Company
is a party or by which any of its respective assets are bound, and all rights and benefits thereunder, including all rights and
benefits thereunder with respect to all cash and other property of third parties under the Company’s dominion or control.


 


1.8 “Control” of a Person
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially,
as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of
directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of
the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than
a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled
Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law,
or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person
or of which an Affiliate of the Controlled Person is a trustee.


  



      


     


    

 


1.9 “Environmental
Laws” shall mean all Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity,
including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource
Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation
Act and the Clean Water Act.


 


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


 


 1.11 “Equity Interests” means
the 70% interest in the Company owned by Deng.


 


 1.12 “Hazardous Material”
shall mean any material, emission, chemical, substance or waste that has been designated by any Governmental Authority to be radioactive,
toxic, hazardous, a pollutant or a contaminant.


 


 1.13 “Hazardous Materials Activity”
shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure
of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material,
or product manufactured with ozone depleting substances, including, without limitation, any required labeling, payment of waste
fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.


 


 1.14 “Indebtedness” means
with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any
kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements) including
with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to
property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property
or services (other than accounts payable to creditors for goods and services incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any lien or security interest on property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under
U.S. GAAP, (g) all guarantees by such Person and (h) any agreement to incur any of the same.


 


 1.15 “Intellectual Property Right”
means any trademark, service mark, registration thereof or application for registration therefor, trade name, license, invention,
patent, patent application, trade secret, trade dress, know-how, copyright, copyrightable materials, copyright registration, application
for copyright registration, software programs, data bases, u.r.l.s., and any other type of proprietary intellectual property right,
and all embodiments and fixations thereof and related documentation, registrations and franchises and all additions, improvements
and accessions thereto, and with respect to each of the forgoing items in this definition, which is owned or licensed or filed
by the Company, or used or held for use in the Business, whether registered or unregistered or domestic or foreign.


 


 1.16 “Inventory” is defined
in the UCC.


 


 1.17 “Law” means any domestic
or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.


 


 1.18 “Leases” means the leases
with respect to the stores, warehouses and parking lots leased by the Company at its location, together with all fixtures and improvements
erected on the premises leased thereby.


 


 1.19 “Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any
conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.


  



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 1.20 “Material Adverse Change”
and “Material Adverse Effect” mean, with respect to the parties hereto, any change, event or effect that individually
or when taken together with all other changes, events and effects (financial or otherwise) that have occurred prior to the date
of determination, is or is reasonably likely to be material and adverse to the operations, assets, liabilities, business or financial
condition of the parties hereto or the Company’s Property owned thereby.


 


 1.21 “Order” means any decree,
order, judgment, writ, award, injunction, rule or consent of or by an Authority.


 


 1.22 “Permitted Liens” means
(i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which
have been made available to Purchaser; and (ii) mechanics’, carriers’, workers’, repairers’ and similar
statutory Liens arising or incurred in the ordinary course of business for amounts (A) that are not delinquent, (B) that are not
material to the business, operations and financial condition of the Company so encumbered, either individually or in the aggregate,
(C) not resulting from a breach, default or violation by the Company of any Contract or Law, and (D) the Liens set forth on Schedule
5.15(c).


 


 1.23 “Person” means an individual,
corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability
company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision
thereof, or an agency or instrumentality thereof.


 


 1.24 “Real Property” means,
collectively, all real properties and interests therein (including the right to use), together with all buildings, fixtures, trade
fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including air,
water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant
thereto.


 


 1.25 “SEC” means the Securities
and Exchange Commission.


 


 1.26 “Subsidiary” means each
entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled or owned,
directly or indirectly, by the Company.


 


 1.27 “Tangible Personal Property”
means all tangible personal property and interests therein, including machinery, computers and accessories, furniture, office equipment,
communications equipment, automobiles, trucks, forklifts and other vehicles owned or leased by the Company and other tangible property.


 


 1.28 “Tax(es)” means any federal,
state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by
any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services,
ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment,
payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative
minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the
Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision
of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty,
additions to tax or additional amount imposed with respect thereto.


 


 1.29 “Taxing Authority” means
the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the
administration of any Law relating to any Tax.


 


 1.30 “Tax Return” means any
return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto,
including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis,
that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or
payment of a Tax or the administration of any Law relating to any Tax.


  



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1.31 “UCC”
means the Uniform Commercial Code of the State of New York, or any corresponding or succeeding provisions of Laws of the State
of New York, or any corresponding or succeeding provisions of Laws, in each case as the same may have been and hereafter may be
adopted, supplemented, modified, amended, restated or replaced from time to time.


 


1.32 “U.S.
GAAP” means U.S. generally accepted accounting principles, consistently applied.


 


ARTICLE II


TERMS AND CONDITIONS OF THE PURCHASE
AND SALE


 


2.1 Purchase and Sale.


 


(a) Deng
hereby agrees to sell to the Purchaser, or its assignees, and the Purchaser hereby agrees to acquire from Deng, the Equity Interests
of the Company.


 


(b) In consideration
for the Equity Interests, the Purchaser shall pay Deng $________ in cash (the “Cash Consideration”) and __28,368,421______
shares of the Purchaser’s common stock (the “Equity Consideration”).


 


 2.2 Closing. Subject to the terms and
conditions of this Agreement, the closing ( the “Closing”) shall take place no later than the second Business
Day after the last of the conditions to the Closing set forth in Article IV have been satisfied or waived (the date and time at
which a Closing is actually held being a “Closing Date”). At the Closing:


 


(a) Deng
shall transfer all of the outstanding Equity Interests in the Company to NYM Holding, Inc. (“NYM Holding”),
a subsidiary of the Purchaser.


 


(b) The
Purchaser shall deliver the Cash Consideration to Deng.


 


(c) The
Purchaser shall deliver an instruction letter to its transfer agent to issue the Equity Consideration to Deng.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF DENG
AND THE COMPANY


 


Each of Deng and the Company
hereby represents and warrants to Purchaser that each of the following representations and warranties is true, correct and complete
as of the date of this Agreement and as of the Closing Date.


 


3.1 Existence and Power. The Company
is a Florida limited liability company duly organized and validly existing under the Laws of the State of Florida. The Company
has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents
and approvals required to own and operate its properties and assets and to carry on the Business as presently conducted and as
proposed to be conducted. The Company is not qualified to do business as a foreign entity in any jurisdiction, and there is no
other jurisdiction in which the character of the property owned or leased by the Company or the nature of its activities make qualification
of the Company in any such jurisdiction necessary. The Company has offices located only at the addresses set forth on Schedule
3.1. The Company has not taken any action, adopted any plan, or made any agreement or commitment in respect of any merger, consolidation,
sale of all or substantially all of its assets, reorganization, recapitalization, dissolution or liquidation.


 


3.2 Authorization. The execution, delivery
and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are
within the powers of the Company and have been duly authorized by all necessary action on the part of the Company. This Agreement
constitutes, upon its execution and delivery, a valid and legally binding agreement of the Company enforceable against the Company
in accordance with its terms.


  



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3.3 Governmental Authorization. Neither
the execution, delivery nor performance by the Company of the Agreement requires any consent, approval, license or other action
by or in respect of, or registration, declaration or filing with, any Authority requiring a consent, approval, authorization, order
or other action of or filing with any Authority as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby or thereby (each of the foregoing, a “Governmental Approval”).


 


3.4 Non-Contravention. None of the execution,
delivery or performance by the Company of the Agreement does or will (a) contravene or conflict with the organizational or constitutive
documents of the Company, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding
upon or applicable to the Company, (c) except for the Contracts listed on Schedule 3.17 requiring Company Consents (but only as
to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or
the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any
right or obligation of the Company or require any payment or reimbursement or to a loss of any material benefit relating to the
Business to which the Company is entitled under any provision of any Permit, Contract or other instrument or obligations binding
upon the Company or by which any of the Company’s securities or any of the Company’s assets is or may be bound or any
Permit, (d) result in the creation or imposition of any Lien on any of the Company Common Stock (as defined below) or any of the
Company’s assets, (e) cause a loss of any material benefit relating to the Business to which the Company is entitled under
any provision of any Permit or Contract binding upon the Company, or (f) result in the creation or imposition of any Lien (except
for Permitted Liens) on any of the Company’s assets.


 


3.5 Capitalization. The Company’s
capitalization is as specified in its operating agreement dated May 23, 2016 (the “Operating Agreement”).


 


3.6 Certificate of Formation. Copies
of (a) the certificate of formation of the Company, as certified by the Secretary of State of its state of formation, and (b) the
Operating Agreement, have heretofore been made available to Purchaser, and such copies are each true and complete copies of such
instruments as amended and in effect on the date hereof. The Company has not taken any action in violation or derogation of its
Operating Agreement.


 


3.7 Records. All proceedings occurring
since May 23, 2016 of the managers, and all consents to actions taken thereby, are accurately reflected in the minutes and records
contained in the minute books of the Company.


 


3.8 Third Parties. Other than Deng,
the Company is not Controlled by any Person and, other than the Persons listed on Schedule 3.8(a), the Company is not in Control
of any other Person. Except as set forth on Schedule 3.8, to the Company’s knowledge, no Key Personnel (as set forth on Schedule
3.8(b)) (a) engage in any business, except through the Company, or are employees of or provide any service for compensation to,
any other business concern or (b) own any equity security of any business concern, except for publicly traded securities not in
excess of 5% of the issued and outstanding securities with respect to such publicly traded securities. Schedule 3.8(a) sets forth
a complete and accurate list of the Affiliates of the Company and the ownership interests in the Affiliate of the Company.


 


3.9 Assumed Names. Schedule 3.9 is a
complete and correct list of all assumed or “doing business as” names currently or, within five (5) years of the date
of this Agreement, used by the Company, including names on any websites. Since December 30, 2014, the Company has not used any
name other than the names listed on Schedule 3.9 to conduct the Business. The Company has filed appropriate “doing business
as” certificates in all applicable jurisdictions with respect to itself.


 


3.10 Subsidiaries. 


 


The Company does not currently own
and within the past five (5) years has not owned directly or indirectly, securities or other ownership interests in any other entity.
The Company owns 100% of the issued and outstanding capital stock and securities of each Person listed on Schedule 3.10. None of
the Company or any of its Subsidiaries is a party to any agreement relating to the formation of any joint venture, association
or other entity.


  



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3.11 Consents. The Contracts listed
on Schedule 3.11 are the only Contracts binding upon the Company or by which any of the Company’s securities or any of the
Company’s assets are bound, requiring a consent, approval, authorization, order or other action of or filing with any Person
as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby
(each of the foregoing, a “Company Consent”).


 


3.12 Financial Statements.


 


(a) Schedule
3.12 includes the unaudited consolidated financial statements of the Company as of and for the fiscal years ended [December 31,
2018, 2017 and 2016] and the nine month period ended September 30, 2019 (collectively, the “Financial Statements”
and the balance sheet as of September 30, 2019 included therein, the “Balance Sheet”)).


 


(b) The
Financial Statements are complete and accurate and fairly present, in conformity with U.S. GAAP applied on a consistent basis,
the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected
therein. The Financial Statements (i) were prepared from the Books and Records of the Company; (ii) were prepared on an accrual
basis in accordance with U.S. GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a
fair presentation of the Company’s financial condition as of their dates including for all warranty, maintenance, service
and indemnification obligations; and (iv) contain and reflect adequate provisions for all liabilities for all material Taxes applicable
to the Company with respect to the periods then ended. The Company has delivered to Purchaser complete and accurate copies of all
“management letters” received by it from its accountants and all responses during the last five (5) years by lawyers
engaged by the Company to inquiries from its accountant or any predecessor accountants.


 


(c) Except
as specifically disclosed, reflected or fully reserved against on the Balance Sheet, and for liabilities and obligations of a similar
nature and in similar amounts incurred in the ordinary course of business since the date of the Balance Sheet, there are no liabilities,
debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or
otherwise) relating to the Company. All debts and liabilities, fixed or contingent, which should be included under U.S. GAAP on
the Balance Sheet are included therein.


 


(d) The
balance sheet included in the Financial Statements accurately reflects the outstanding Indebtedness of the Company as of the date
thereof. Except as set forth on Schedule 3.12, the Company does not have any Indebtedness.


 


(e) All
financial projections delivered by or on behalf of the Company to Purchaser with respect to the Business were prepared in good
faith using assumptions that the Company believes to be reasonable and the Company is not aware of the existence of any fact or
occurrence of any circumstances that is reasonably likely to have an Material Adverse Effect.


 


3.13 Books and Records. The Company
shall make all Books and Records of the Company available to Purchaser for its inspection and shall deliver to Purchaser complete
and accurate copies of all documents referred to in the Schedules to this Agreement or that Purchaser otherwise has requested within
30 days from the Signing Date. All Contracts, documents, and other papers or copies thereof delivered to Purchaser by or on behalf
of the Company are accurate, complete, and authentic.


 


(a) The Books
and Records accurately and fairly, in reasonable detail, reflect the transactions and dispositions of assets of and the providing
of services by the Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that:


 


(i) transactions
are executed only in accordance with the respective management’s authorization;


 


(ii) all
income and expense items are promptly and properly recorded for the relevant periods in accordance with the revenue recognition
and expense policies maintained by the Company, as permitted by U.S. GAAP;


 



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(iii) access
to assets is permitted only in accordance with the respective management’s authorization; and


 


(iv) recorded
assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.


 


(b) All
accounts, books and ledgers of the Company have been properly and accurately kept and completed in all material respects, and there
are no material inaccuracies or discrepancies of any kind contained or reflected therein. The Company does not have any records,
systems controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held
by any means (including any mechanical, electronic or photographic process, whether computerized or not) which (including all means
of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control
of the Company and which is not located at the relevant office.


 


3.14 Absence
of Certain Changes. Since the date of the Balance Sheet (the “Balance Sheet Date”), the Company has conducted
the Business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, since the
Balance Sheet Date, there has not been:


 


(a) any
Material Adverse Effect or any material diminishment in the value to Purchaser of the transactions contemplated hereby;


 


(b) any
transaction, Contract or other instrument entered into, or commitment made, by the Company relating to the Business, or any of
the Company’s assets (including the acquisition or disposition of any assets) or any relinquishment by the Company of any
Contract or other right, in either case other than transactions and commitments in the ordinary course of business consistent in
all respects, including kind and amount, with past practices and those contemplated by this Agreement;


 


(c) (i)
any redemption of, declaration, setting aside or payment of any dividend or other distribution with respect to any capital stock
or other equity interests in the Company; (ii) any issuance by the Company of shares of capital stock or other equity interests
in the Company, or (iii) any repurchase, redemption or other acquisition, or any amendment of any term, by the Company of any outstanding
shares of capital stock or other equity interests;


 


(d) (i)
any creation or other incurrence of any Lien other than Permitted Liens on any of the Company’s assets, and (ii) any making
of any loan, advance or capital contributions to or investment in any Person by the Company;


 


(e) any
material personal property damage, destruction or casualty loss or personal injury loss (whether or not covered by insurance) affecting
the business or assets of the Company;


 


(f) increased
benefits payable under any existing severance or termination pay policies or employment agreements; entered into any employment,
deferred compensation or other similar agreement (or amended any such existing agreement) with any director, officer, manager or
employee of the Company; established, adopted or amended (except as required by law) any bonus, profit-sharing, thrift, pension,
retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any
director, officer, manager or employee of the Company; or increased any compensation, bonus or other benefits payable to any director,
officer, manager or employee of the Company, other than increases to non-officer employees in the ordinary course of business consistent
with past practices;


 


(g) any
material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative
thereof to organize any employees of the Company, which employees were not subject to a collective bargaining agreement at the
Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees
of the Company;


  



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(h) any
sale, transfer, lease to others or otherwise disposition of any of its assets by the Company except for inventory sold in the ordinary
course of business consistent with past practices or immaterial amounts of other Tangible Personal Property not required by its
business;


 


(i) (i)
any amendment to or termination of any Material Contract, (ii) any amendment to any material license or material permit from any
Authority held by the Company, (iii) any receipt of any notice of termination of any of the items referenced in (i) and (ii); and
(iv) a material default by the Company under any Material Contract, or any material license or material permit from any Authority
held by the Company;


 


(j) any
capital expenditure by the Company in excess in any fiscal month of an aggregate of $500,000 or entering into any lease of capital
equipment or property under which the annual lease charges exceed $200,000 in the aggregate by the Company;


 


(k) any
institution of litigation, settlement or agreement to settle any litigation, action, proceeding or investigation before any court
or governmental body relating to the Company or its property or suffering of any actual or threatened litigation, action, proceeding
or investigation before any court or governmental body relating to the Company or its property;


 


(l) any
loan of any monies to any Person or guarantee of any obligations of any Person by the Company;


 


(m) except
as required by GAAP, any change in the accounting methods or practices (including, without limitation, any change in depreciation
or amortization policies or rates) of the Company or any revaluation of any of the assets of the Company;


 


(n) any
amendment to the Company’s organizational documents, or any engagement by the Company in any merger, consolidation, reorganization,
reclassification, liquidation, dissolution or similar transaction;


 


(o) any
acquisition of assets (other than acquisitions of inventory in the ordinary course of business consistent with past practice) or
business of any Person;


 


(p) any
material Tax election made by the Company outside of the ordinary course of business consistent with past practice, or any material
Tax election changed or revoked by the Company; any material claim, notice, audit report or assessment in respect of Taxes settled
or compromised by the Company; any annual Tax accounting period changed by the Company; any Tax allocation agreement, Tax sharing
agreement, Tax indemnity agreement or closing agreement relating to any Tax entered into by the Company; or any right to claim
a material Tax refund surrendered by the Company; or


 


(q) any
commitment or agreement to do any of the foregoing.


 


Since the
Balance Sheet Date through and including the date hereof, the Company has not taken any action nor has any event occurred which
would have violated the covenants of the Company set forth in Section 5.2 herein if such action had been taken or such event had
occurred between the date hereof and the Closing Date.


 


3.15 Properties;
Title to the Company’s Assets.


 


(a) The
items of Tangible Personal Property have no defects, are in good operating condition and repair and function in accordance with
their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are suitable for their present uses
and meet all specifications and warranty requirements with respect thereto.


 


(b) Schedule
3.15 sets forth a description and location of each item of the Tangible Personal Property, as of a date within five days of the
date of this Agreement. All of the Tangible Personal Property is located at the office of the Company.


  



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(c) The Company
has good, valid and marketable title in and to, or in the case of the Leases and the assets which are leased or licensed pursuant
to Contracts, a valid leasehold interest or license in or a right to use, all of their assets reflected on the Balance Sheet or
acquired after the Balance Sheet date. No such asset is subject to any Liens other than Permitted Liens. The Company’s assets
constitute all of the assets of any kind or description whatsoever, including goodwill, for the Company to operate the Business
immediately after the Closing in the same manner as the Business is currently being conducted.


 


3.16 Litigation. There is no Action
(or any basis therefore) pending against, or to the best knowledge of the Company, threatened against or affecting, the Company,
any of its officers or directors, the Business, or any capital stock or any of the Company’s assets or any Contract before
any court, Authority or official or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions
contemplated hereby. There are no outstanding judgments against the Company. The Company is not, and has not been in the past five
(5) years, subject to any proceeding with any Authority.


 


3.17 Contracts.


 


(a) Schedule
3.17(a) lists all material Contracts, oral or written (collectively, “Material Contracts”) to which the Company
is a party and which are currently in effect and constitute the following:


 


(i) all
Contracts that require annual payments or expenses by, or annual payments or income to, the Company of $10,000 or more (other than
standard purchase and sale orders entered into in the ordinary course of business consistent with past practice);


 


(ii) all
sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements,
in each case requiring the payment of any commissions by the Company in excess of $10,000 annually;


 


(iii) all
employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former
officer, director, employee or consultant of the Company or other Person, under which the Company (A) has continuing obligations
for payment of annual compensation of at least $10,000 (other than oral arrangements for at-will employment), (B) has severance
or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon
consummation of the transactions contemplated hereby or as a result of a change of control of the Company;


 


(iv) all
Contracts creating a joint venture, strategic alliance, limited liability company and partnership agreements to which the Company
is a party;


 


(v) all
Contracts relating to any acquisitions or dispositions of assets by the Company;


 


(vi) all
Contracts for material licensing agreements, including Contracts licensing Intellectual Property Rights, other than “shrink
wrap” licenses;


 


(vii) all
Contracts relating to secrecy, confidentiality and nondisclosure agreements restricting the conduct of the Company or substantially
limiting the freedom of the Company to compete in any line of business or with any Person or in any geographic area;


 


(viii) all
Contracts relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual
Property Rights of the Company;


 


(ix) all
Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company,
including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;


  



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(x) all Contracts with or
pertaining to the Company to which any 10% Stockholder is a party;


 


(xi) all
Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company holds a leasehold
interest (including the Leases) and which involve payments to the lessor thereunder in excess of $50,000 per month;


 


(xii) all
Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically
interest-bearing) such as notes, mortgages, loans and lines of credit;


 


(xiii) any
Contract relating to the voting or control of the equity interests of the Company or the election of directors of the Company (other
than the Organizational Documents of the Company);


 


(xiv) any
Contract not cancellable by the Company with no more than 60 days’ notice if the effect of such cancellation would result
in monetary penalty to the Company in excess of $50,000 per the terms of such contract;


 


(xv) any
Contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated
by this Agreement to which the Company is a party; and


 


(xvi) any
Contract for which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the
consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the
transactions contemplated by this Agreement.


 


(b) Each
Contract is a valid and binding agreement, and is in full force and effect, and neither the Company nor, to best knowledge of the
Company, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice
or both) under the terms of any such Material Contract. The Company has not assigned, delegated, or otherwise transferred any of
its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto or to any
of the Company’s assets. No Contract (i) requires the Company to post a bond or deliver any other form of security or payment
to secure its obligations thereunder or (ii) imposes any non-competition covenants that may be binding on, or restrict the Business
or require any payments by or with respect to Purchaser or any of its Affiliates. The Company shall, within 30 days of the date
hereof, provide to Purchaser true and correct (A) fully executed copies of each written Material Contract and (B) written summaries
of each oral Material Contract.


 


(c) None
of the execution, delivery or performance by the Company of this Agreement to which the Company is a party or the consummation
by the Company of the transactions contemplated hereby constitutes a default under or gives rise to any right of termination, cancellation
or acceleration of any obligation of the Company or to a loss of any material benefit to which the Company is entitled under any
provision of any Material Contract.


 


(d) The
Company is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments
or agreements evidencing any Indebtedness.


  



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3.18 Insurance. Schedule
3.18 contains a true, complete and correct list (including the names and addresses of the insurers, the names of the Persons
if other than the Company to whom such insurance policies have been issued, the expiration dates thereof, the annual premiums
and payment terms thereof, whether it is a “claims made” or an “occurrence” policy and a brief
identification of the nature of the policy) of all liability, property, workers’ compensation and other insurance
policies currently in effect that insure the property, assets or business of the Company or its employees (other than
self-obtained insurance policies by such employees). Each such insurance policy is valid and binding and in full force and
effect, all premiums due thereunder have been paid and the Company has not received any notice
of cancellation or termination in respect of any such policy or default thereunder. The Company believes such insurance
policies, in light of the nature of the Company’s business, assets and properties, are in amounts and have coverage
that are reasonable and customary for Persons engaged in such business and having such assets and properties. Neither the
Company, nor, to the knowledge of the Company, the Person to whom such policy has been issued, has received notice that any
insurer under any policy referred to in this Section 3.18 is denying liability with respect to a claim thereunder or
defending under a reservation of rights clause. Within the last two (2) years the Company has not filed for any claims
exceeding $2,000,000 against any of its insurance policies, exclusive of automobile and health insurance policies. The
Company has not received written notice from any of its insurance carriers or brokers that any premiums will be materially
increased in the future, and does not have any reason to believe that any insurance coverage listed on Schedule 3.18 will not
be available in the future on substantially the same terms as now in effect.


 


 3.19 Licenses and Permits. Schedule
3.19 correctly lists each license, franchise, permit, order or approval or other similar authorization affecting, or relating in
any way to, the Business, together with the name of the Authority issuing the same (the “Permits”). Except as
indicated on Schedule 3.19, such Permits are valid and in full force and effect, and none of the Permits will, assuming the related
third party consents have been obtained or waived prior to the Closing Date, be terminated or impaired or become terminable as
a result of the transactions contemplated hereby. The Company has all Permits necessary to operate the Business.


 


 3.20 Compliance with Laws. The Company
is not in violation of, has not violated, and to the best knowledge of the Company, is neither under investigation with respect
to nor has been threatened to be charged with or given notice of any violation or alleged violation of, any Law, or judgment, order
or decree entered by any court, arbitrator or Authority, domestic or foreign, nor is there any basis for any such charge and within
the last 24 months the Company has not received any subpoenas by any Authority.


 


Without limiting the
foregoing paragraph, the Company is not in violation of, has not violated, and to the best knowledge of the Company is not under
investigation with respect to nor has been threatened or charged with or given notice of any violation of any provisions of:


 


(i) any
Law applicable due to the specific nature of the Business;


 


(ii) the
Foreign Corrupt Practices Act of 1977 (§§ 78dd-1 et seq.), as amended (the “Foreign Corrupt Practices Act”);


 


(iii) any
comparable or similar Law of any jurisdiction; or


 


(iv) any
Law regulating or covering conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible
basis, a hostile work environment.


 


No permit, license
or registration is required by the Company in the conduct of the Business under any of the Laws described in this Section 3.20.


 


3.21 Intellectual Property.


 


(a) Schedule
3.21 sets forth a true, correct and complete list of all Intellectual Property Rights, specifying as to each, as applicable: (i)
the nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by
or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration
has been filed; and (iv) all licenses, sublicenses and other agreements pursuant to which any Person is authorized to use such
Intellectual Property Right.


 


(b) Within
the past five (5) years (or prior thereto if the same is still pending or subject to appeal or reinstatement) the Company has not
been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any Intellectual
Property Rights, and the Company has no knowledge of any other claim of infringement by the Company, and no knowledge of any continuing
infringement by any other Person of any Intellectual Property Rights of the Company.


  



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(c) The
current use by the Company of the Intellectual Property Rights does not infringe, and the use by the Company of the Intellectual
Property Rights after the Closing will not infringe, the rights of any other Person. Any Intellectual Property Rights used by
the Company in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned
by the Company and no client, customer or other third-party has any claim of ownership on the Intellectual Property Rights.


 


(d) All
employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any copyrightable,
patentable or trade secret material on behalf of the Company or any predecessor in interest thereto either: (i) is a party to a
“work-for-hire” agreement under which the Company is deemed to be the original owner/author of all property rights
therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company (or such predecessor in interest,
as applicable) all right, title and interest in such material.


 


(e) None
of the execution, delivery or performance by the Company of this Agreement to which the Company is a party or the consummation
by the Company of the transactions contemplated hereby will cause any material item of Intellectual Property Rights owned, licensed,
used or held for use by the Company immediately prior to the Closing to not be owned, licensed or available for use by the Company
on substantially the same terms and conditions immediately following the Closing.


 


(f) The
Company has taken reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items
of Company Intellectual Property that are confidential and all other confidential information, data and materials licensed by the
Company or otherwise used in the operation of the Business.


 


3.22 Customers and Suppliers. No supplier
or customer of the Company has (i) terminated its relationship with the Company, (ii) materially reduced its business with the
Company or materially and adversely modified its relationship with the Company, (iii) notified the Company in writing of its intention
to take any such action, or (iv) to the Knowledge of the Company, become insolvent or subject to bankruptcy proceedings.


 


3.23 Accounts Receivable and Payable; Loans.


 


(a) All
accounts receivable and notes of the Company reflected on the Financial Statements, and all accounts receivable and notes arising
subsequent to the date thereof, represent valid obligations arising from services actually performed or goods actually sold by
the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company reflected on
the Financial Statements, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in
the ordinary course consistent with past practice.


 


(b) To
the best of the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an
account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result
in a Material Adverse Effect. To the best of the Company’s knowledge, all accounts, receivables or notes are good and collectible
in the ordinary course of business.


 


(c) The
information set forth on Schedule 3.23(c) separately identifies any and all accounts, receivables or notes of the Company which
are owed by any Affiliate of the Company. Except as set forth on Schedule 3.23(c), the Company is not indebted to any of its Affiliates
and no Affiliates are indebted to the Company.


 


3.24 Pre-payments. The Company has
not received any payments with respect to any services to be rendered or goods to be provided after the Closing except in the
ordinary course of business.


  



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3.25 Employees.


 


(a) Schedule
3.25(a) sets forth a true, correct and complete list of the ten (10) highest paid employees and independent contractors of
the Company as of June 30, 2016, including the name, department, title, employment or engagement commencement date, current
salary or compensation rate for each such person and total compensation (including bonuses)
paid to each such person for the fiscal year ended March 31, 2017. Unless indicated in such list, no salaried employee or
independent contractor included in such list (i) is currently on leave, (ii) has given written notice of his or her intent to
terminate his or her relationship with the Company, or (iii) has received written notice of such termination from the
Company. To the actual knowledge of the Company, no salaried employee or independent contractor (but specifically excluding
all account executives) of the Company that earned an aggregate amount of compensation in excess of $75,000 in the March 31,
2017 fiscal year intends to terminate his or her relationship with the Company within six (6) months following the Closing
Date. Schedule 3.25(a) sets forth all proceedings, governmental investigations or administrative proceedings of any kind
against the Company of which the Company has been notified regarding its employees or employment practices, or operations as
they pertain to conditions of employment within two (2) years preceding the date of this Agreement.


 


(b) The
Company is not a party to or subject to any employment contract, consulting agreement, collective bargaining agreement, confidentiality
agreement restricting the activities of the Company, non-competition agreement restricting the activities of the Company, or any
similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees
of the Company.


 


(c) There
are no pending or, to the knowledge of the Company, threatened claims or proceedings against the Company under any worker’s
compensation policy or long-term disability policy.


 


(d) Except
as would not have a Material Adverse Effect, the Company has properly classified all of its employees as exempt or non-exempt.


 


3.26 Employment
Matters.


 


(a) Schedule
3.26(a) sets forth a true and complete list of every employment agreement, commission agreement, employee group or executive medical,
life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom
stock, stock option, stock purchase, stock appreciation right or severance plan of the Company now in effect or under which the
Company has or might have any obligation, or any understanding between the Company and any employee concerning the terms of such
employee’s employment that does not apply to the Company’s employees generally (collectively, “Labor Agreements”).
The Company has previously delivered to Purchaser true and complete copies of each such Labor Agreement, any employee handbook
or policy statement of the Company, and complete and correct information concerning the Company’s employees, including with
respect to the (i) name, residence address, and social security number; (ii) position; (iii) compensation; (iv) vacation and other
fringe benefits; (v) claims under any benefit plan; and (vii) resident alien status (if applicable). Schedule 3.26(a) sets forth
a true and complete list of the names, addresses and titles of the directors, officers and managers of the Company.


 


(b) Except
as disclosed on Schedule 3.26(b):


 


(i) all
employees of the Company are employees at will, and the employment of each employee by the Company may be terminated immediately
by the Company, as applicable, without any cost or liability except severance in accordance with the Company’s standard severance
practice as disclosed on Schedule 3.26(b);


 


(ii) to
the best knowledge of the Company, no employee of the Company has any plan to terminate his or her employment now or in the near
future, whether as a result of the transactions contemplated hereby or otherwise;


 


(iii) to
the best knowledge of the Company, no employee of the Company, in the ordinary course of his or her duties, has breached or
will breach any obligation to a former employer in respect of any covenant against competition or soliciting clients or
employees or servicing clients or confidentiality or any proprietary right of such former employer; and


  



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(iv) the
Company is not a party to any collective bargaining agreement, does not have any material labor relations problems, and there
is no pending representation question or union organizing activity respecting employees of the Company.


 


(c) The Company
has complied in all material respects with all Labor Agreements and all applicable laws relating to employment or labor. There
is no legal prohibition with respect to the permanent residence of any employee of the Company in the United States or his or her
permanent employment by the Company. No present or former employee, officer, director or manager of the Company has, or will have
at the Closing Date, any claim against the Company for any matter including for wages, salary, or vacation or sick pay, or otherwise
under any Labor Agreement. All accrued obligations of the Company applicable to its employees, whether arising by operation of
Law, by Contract, by past custom or otherwise, for payments by the Company to any trust or other fund or to any Authority, with
respect to unemployment or disability compensation benefits, social security benefits, under ERISA or otherwise, have been paid
or adequate accruals therefor have been made.


 


3.27 Withholding.
All obligations of the Company applicable to its employees, whether arising by operation of Law, by contract, by past custom or
otherwise, or attributable to payments by the Company to trusts or other funds or to any governmental agency, with respect to unemployment
compensation benefits, social security benefits or any other benefits for its employees with respect to the employment of said
employees through the date hereof have been paid or adequate accruals therefor have been made on the Financial Statements. All
reasonably anticipated obligations of the Company with respect to such employees (except for those related to wages during the
pay period immediately prior to the Closing Date and arising in the ordinary course of business), whether arising by operation
of Law, by contract, by past custom, or otherwise, for salaries and holiday pay, bonuses and other forms of compensation payable
to such employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the
Company prior to the Closing Date.


 


3.28 Employee Benefits and Compensation.


 


(a) Schedule
3.28 sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus,
deferred compensation, equity-based or non-equity-based incentive, severance or other plan or written agreement relating to employee
or director benefits or employee or director compensation or fringe benefits, maintained or contributed to by the Company at any
time during the 7-calendar year period immediately preceding the date hereof and/or with respect to which the Company could incur
or could have incurred any direct or indirect, fixed or contingent liability (each a “Plan” and collectively,
the “Plans”). Each Plan is and has been maintained in substantial compliance with all applicable laws, including
but not limited to ERISA, and has been administered and operated in all material respects in accordance with its terms.


 


(b) Each
Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable
determination letter from the Internal Revenue Service and, to the knowledge of the Company, no event has occurred and no condition
exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a “reportable
event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived by the Pension
Benefit Guaranty Corporation (the “PBGC”) has occurred with respect to any Plan. No Plan subject to Title IV
of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment
has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions to such
Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of
Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section
412 of the Code), whether or not waived.


 


(c) Neither
the Company nor to the knowledge of the Company, any other “disqualified person” or “party in
interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any
transaction in connection with any Plan that could reasonably be expected to result in the imposition of a penalty pursuant
to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. The
Company has not maintained any Plan (other than a Plan which is intended to be “qualified” within the meaning of
Section 401(a) of the Code) which provides benefits with respect to current or former employees or directors following their
termination of service with the Company (other than as required pursuant to COBRA). Each Plan subject to the requirements of
COBRA has been operated in substantial compliance therewith.


  



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(d) No
individual will accrue or receive additional benefits, service or accelerated rights to payment of benefits as a direct result
of the Transaction. No material liability, claim, investigation, audit, action or litigation has been incurred, made, commenced
or, to the knowledge of the Company, threatened, by or against any Plan or the Company with respect to any Plan (other than for
benefits payable in the ordinary course and PBGC insurance premiums). No Plan or related trust owns any securities in violation
of Section 407 of ERISA. With respect to each Plan which is an “employee pension benefit plan” (as defined in Section
3(2) of ERISA) as of the most recent actuarial valuation report prepared for each such Plan, the aggregate present value of the
accrued liabilities thereof (determined in accordance with Statement of Financial Accounting Standards No. 35) did not exceed the
aggregate fair market value of the assets allocable thereto.


 


(e) No
Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and the Company has not been obligated to
contribute to any multiemployer plan. No material liability has been, or could reasonably be expected to be, incurred under Title
IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(f) or (n) of the Code, by the
Company or any entity required to be aggregated with the Company pursuant to Section 4001(b) of ERISA and/or Section 414 (b), (c),
(m) or (o) of the Code with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA).


 


(f) There
is no unfunded non-tax-qualified Plan which provides a pension or retirement benefit.


 


(g) The
Company has not made any commitment to create or cause to exist any employee benefit plan which is not listed on Schedule 3.28,
or to modify, change or terminate any Plan (other than as may be necessary for compliance with applicable law).


 


(h) The
Company does not have any plan, arrangement or agreement providing for “deferred compensation” that is subject to Section
409A(a) of the Code, or any plan, arrangement or agreement that is subject to Section 409A(b) of the Code.


 


(i) With
respect to each Plan, the Company has delivered or caused to be delivered to Purchaser and its counsel true and complete copies
of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto; (ii)
the current summary plan description with any applicable summaries of material modifications thereto as well as any other material
employee or government communications; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements;
(iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with
the IRS, a copy of such filing; (v) the three most recently prepared IRS Forms 5500; (vi) the three most recently prepared financial
statements; and (vii) all material related contracts, including without limitation, insurance contracts, service provider agreements
and investment management and investment advisory agreements.


 


3.29 Real
Property.


 


(a) Except
as set forth on Schedule 3.29, the Company does not own, or otherwise have an interest in, any Real Property, including under any
Real Property lease, sublease, space sharing, license or other occupancy agreement. The Company has good, valid and subsisting
title to its respective leasehold estates in the offices described on Schedule 3.29, free and clear of all Liens. The Company has
not breached or violated any local zoning ordinance, and no notice from any Person has been received by the Company or served upon
the Company claiming any violation of any local zoning ordinance.


   


(b) With
respect to the Leases: (i) they are valid, binding and in full force and effect; (ii) all rents and additional rents and
other sums, expenses and charges due thereunder have been paid; (iii) the lessees have been in peaceable possession since the
commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessees’ obligations
thereunder have been granted by the lessors; (v) there exists no default or event of default thereunder by the Company or, to
the Company’s knowledge, by any other party thereto; (vi) there exists no occurrence, condition or act which, with the
giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of
default by the Company thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of
default or termination thereunder. The Company holds the leasehold estate on the Leases free and clear of all Liens, except
for Liens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by the
Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it
is presently being used, and there are no material repair or restoration works likely to be required in connection with any
of the leased Real Property. The Company is in physical possession and actual and exclusive occupation of the whole of the
leased properties, none of which are subleased or assigned to another Person. The Leases lease all useable square footage of
the premises located at the leased Real Property locations. The Company does not owe any brokerage commission with respect to
any Real Property.


 


3.30 Accounts.
Schedule 3.30 sets forth a true, complete and correct list of the checking accounts, deposit accounts, safe deposit boxes, and
brokerage, commodity and similar accounts of the Company, including the account number and name, the name of each depositary or
financial institution and the address where such account is located and the authorized signatories thereto.


 



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3.31 Tax
Matters.


 


(a) (i)
The Company has duly and timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all
Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate and disclose all Taxes required
to be paid; (iii) all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes
in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best knowledge of the Company,
threatened, with respect to Taxes of the Company or for which a Lien may be imposed upon any of the Company’s assets and,
to the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment
or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived
or extended, which waiver or extension is in effect; (vi) the Company has complied in all material respects with all applicable
Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid
over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required
to be withheld or collected by the Company; (vii) the transactions contemplated hereby are not subject to withholding under Section
1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed
with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company is required
to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior
to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company is “tax-exempt use property”
within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section
168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision);
(xi) there is no Lien for Taxes upon any of the assets of the Company; (xii) there is no outstanding request for a ruling from
any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request
for information by any Taxing Authority, or closing agreement (within the meaning of Section 7121 of the Code or any analogous
provision of applicable Law), with respect to the Company; (xiii) no claim has ever been made by a Taxing Authority in a jurisdiction
where the Company has not paid any Tax or filed Tax Returns, asserting that the Company is or may be subject to Tax in such jurisdiction;
(xiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports
and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period
ending after March 31, 2010; (xv) there is no outstanding power of attorney from the Company authorizing anyone to act on behalf
of the Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company; (xvi) the Company
is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) the Company is and has never been included
in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing
Authority in any prior Action relating to the Company with respect to any Tax for any period which, by application of the same
or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company for any other period;
(xix) the Company has not requested any extension of time within which to file any Tax Return, which Tax Return has since not
been filed; (xx) the Company is not a party to any Contract for services that would result, individually or in the aggregate,
in the payment of any amount that would not be deductible by the Company by reason of Section 162 or 404 of the Code; (xxi) the
Company is not a party to a Contract that requires or would upon the occurrence of certain events require the Company to make
a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable
compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) the Company
is not a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal
of such provision); (xxiii) the Company has never made or been required to make an election under Section 336 or 338 of the Code;
(xxiv) during the last two years, the Company has not engaged in any exchange under which gain realized on the exchange was not
recognized under Section 1031 of the Code; (xxv) the Company was not a “distributing corporation” or a “controlled
corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series
of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement;
(xxvi) the Company is not, and has never been, a “personal holding company” (within the meaning of Section 542 of
the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a
“foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal
of such section), or a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or,
an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the
outstanding indebtedness of the Company constitutes indebtedness to which any interest deduction may be limited or disallowed
under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of applicable Law); (xxviii) the Company
is not and has not been a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2))
at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code; (xxix) the Company is not and has not been treated
as a foreign corporation for U.S. federal income tax purposes, and (xxx) the Company
is not an “investment company” for purposes of Sections 351(e) or 368 of the Code and the Treasury Regulations promulgated
thereunder.


  



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(b) The
Company has not entered into a “reportable transaction” (within the meaning of Section 6707A of the Code or Treasury
Regulations §1.6011-4 or any predecessor thereof) and has not participated in any “nondisclosed noneconomic substance
transaction” within the meaning of Section 6662(i)(2) of the Code. In the case of any transaction that could result in a
“substantial understatement of income tax” (within the meaning of Section 6662(d) of the Code) of the Company if the
claimed Tax treatment were disallowed, the Company has “substantial authority” (within the meaning of Section 6662(d)
of the Code) for the claimed treatment, or in the case of a transaction other than a “tax shelter” (within the meaning
of Section 6662(d)(2)(C)(ii) of the Code), has “adequately disclosed” (within the meaning of Section 6662(d) of the
Code) on its applicable income Tax Return the relevant facts affecting the Tax treatment and there is a reasonable basis for such
Tax treatment. The Company has not been a party to a transaction that does not have economic substance within the meaning of Section
7701(a) of the Code or that fails to meet the requirements of any similar rule of law as used in Section 6662(b)(6) of the Code.


 


(c) The
Company is not required to include any adjustment under Section 481 or 482 of the Code (or any corresponding provision of applicable
Law) in income for any period ending after the Balance Sheet Date. The Company will not be required to include any item of income
or exclude any item of deduction for any taxable period ending after the Closing Date as a result of: (i) any intercompany transaction
or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of applicable
Law); (ii) an election under Section 108(i) of the Code; or (iii) use of an installment sale, open transaction, income forecast
or completed contract method of accounting with respect to any transaction that occurred on or before the Closing Date.


 


(d) The
unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than
any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Balance
Sheet and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of the Company in filing its Tax Return.


 


3.32 Environmental
Laws.


 


(a) The
Company has not (i) received any written notice of any alleged claim, violation of or liability under any Environmental Law
which has not heretofore been cured or for which there is any remaining liability; (ii) disposed of, emitted, discharged,
handled, stored, transported, used or released any Hazardous Materials, arranged for the disposal, discharge, storage or
release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise
to any liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that
may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to
liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Company, except in each case as
would not, individually or in the aggregate, have a Material Adverse Effect.


  



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(b) The
Company has delivered to Purchaser all material records in its possession concerning the Hazardous Materials Activities of the
Company and all environmental audits and environmental assessments in the possession or control of the Company of any facility
currently owned, leased or used by the Company which identifies the potential for any violations of Environmental Law or the presence
of Hazardous Materials on any property currently owned, leased or used by the Company.


 


(c) There
are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by the Company such as could give
rise to any material liability or corrective or remedial obligation of the Company under any Environmental Laws.


 


3.33 Finders’ Fees. There
is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the
Company or any of Affiliates who might be entitled to any fee or commission from Purchaser or any of its Affiliates upon consummation
of the transactions contemplated by this Agreement.


 


3.34 Powers
of Attorney and Suretyships. The Company does not have any general or special powers of attorney outstanding (whether as grantor
or grantee thereof) or any obligation or liability (whether actual, accrued, accruing, contingent, or otherwise) as guarantor,
surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person.


 


3.35 Directors
and Officers. Schedule 3.35 sets forth a true, correct and complete list of all directors, managers and officers of the Company.


 


3.36 Other
Information. Neither this Agreement nor any of the documents or other information made available to Purchaser or its Affiliates,
attorneys, accountants, agents or representatives pursuant hereto or in connection with Purchaser’s due diligence review
of the Business, the Company’s securities, the Company’s assets or the transactions contemplated by this Agreement
contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order
to make the statements contained therein not misleading. The Company has provided Purchaser with all requested material information
regarding the Business.


 


3.37 Certain
Business Practices. Neither the Company, nor any director, officer, agent or employee of the Company (in their capacities as
such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political
parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment.
Neither the Company, nor any director, officer, agent or employee of the Company (nor any Person acting on behalf of any of the
foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Company) has, since May 23, 2016,
directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental
employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection with
any actual or proposed transaction, which, if not given could reasonably be expected to have had a Material Adverse Effect on the
Company, or which, if not continued in the future, could reasonably be expected to adversely affect the business or prospects of
the Company or that could reasonably be expected to subject the Company to suit or penalty in any private or governmental litigation
or proceeding.


 


3.38 Money Laundering
Laws. The operations of the Company are and have been conducted at all times in compliance with laundering statutes in all
applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”), and no Action
involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


  



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3.39 OFAC. Neither the Company, nor any director or officer of the Company (nor, to the knowledge of the Company, any agent, employee,
affiliate or Person acting on behalf of the Company) is currently identified on the specially designated nationals or other blocked
person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and the Company has not, directly or indirectly, used any funds, or loaned, contributed
or otherwise made available such funds to any subsidiary, joint venture partner or other Person, in connection with any sales
or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the
activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last
five (5) fiscal years.


 


3.40 Not
an Investment Company. The Company is not an “investment company” within the meaning of the Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


3.41 Consent. The Managers of the Company have consented to the sale of the Equity Interests to the Purchaser.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser hereby represents and warrants to Deng and
the Company that:


 


4.1 Corporate
Existence and Power. Purchaser is a company duly organized, validly existing and in good standing under the laws of the State
of Delaware. Purchaser has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits,
authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently
conducted and as proposed to be conducted.


 


4.2 Corporate
Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated hereby are within the corporate powers of the Purchaser and have been duly authorized by all necessary
corporate action on the part of the Purchaser, including each of the Purchaser Parties’ board of directors to the extent
required by the its organizational documents, any other applicable Law or any contract to which Purchase or any of its shareholders
is a party or by which or its securities are bound. This Agreement has been duly executed and delivered by each Purchaser and it
constitutes a valid and legally binding agreement of Purchaser, enforceable against it in accordance with its terms.


 


 4.3 Governmental Authorization. Other
than as required under Delaware Law, or as otherwise set forth on Schedule 4.3, neither the execution, delivery nor performance
of this Agreement requires any consent, approval, license or other action by or in respect of, or registration, declaration or
filing with any Authority.


 


4.4 Non-Contravention.
The execution, delivery and performance by the Purchaser of this Agreement do not and will not contravene or conflict with or constitute
a violation of any provision of any Law, judgment, injunction, order, writ, or decree binding upon the Purchaser.


 


4.5 Finders’
Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act
on behalf of Purchaser or its Affiliates who might be entitled to any fee or commission from the Company or any of its Affiliates
upon consummation of the transactions contemplated by this Agreement.


  



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ARTICLE V


COVENANTS OF ALL PARTIES HERETO


 


The parties hereto covenant and agree that:


 


5.1 Best
Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, each party shall use its best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable laws,
to consummate and implement expeditiously the transaction contemplated by this Agreement. The parties hereto shall execute and deliver such other
documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transaction contemplated by this Agreement.


 


5.2 Conduct
of the Business.


 


(a) From the
date hereof through the Closing Date, the Company shall conduct the Business only in the ordinary course (including the payment
of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material
transactions without the prior written consent of Purchaser, and shall use its best efforts to preserve intact its business relationships
with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof
until and including the Closing Date, without Purchaser’s prior written consent (which shall not be unreasonably withheld),
the Company shall not:


 


(i) amend,
modify or supplement its Operating Agreement or other organizational or governing documents;


 


(ii) make
any capital expenditures in excess of $1,000,000 (individually or in the aggregate);


 


(iii) sell,
lease, license or otherwise dispose of any of the Company’s assets except (1) pursuant to existing contracts or commitments
disclosed herein and (2) sales of inventory in the ordinary course consistent with past practice;


 


(iv) accept
returns of products sold from inventory except in the ordinary course, consistent with past practice;


 


(v) pay,
declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to
pay any other payments to any stockholder of the Company;


 


(vi) suffer
or incur any lien on the Company’s assets;


 


(vii) suffer
any damage, destruction or loss of property related to any of the Company’s assets, whether or not covered by insurance;


 


(viii) merge
or consolidate with or acquire any other Person or be acquired by any other Person;


 


(ix) suffer
any insurance policy protecting any of the Company’s assets to lapse;


 


(x) make
any change in its accounting principles or methods or write down the value of any inventory or assets;


 


(xi) change
the place of business or jurisdiction of organization of the Company;


 


(xii) extend
any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $1,000 individually
or $10,000 in the aggregate;


 


(xiii) issue,
redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible
into any shares of its capital stock;


  



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(xiv) effect
or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers;


 


 


(xv)
make or change any material tax election or change any annual tax accounting periods; or


 


(xvi) agree
to do any of the foregoing.


 


(b) The
Company shall (i) take or agree to take any action that might make any representation or warranty of the Company inaccurate or
misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit to take, any
action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect at any such
time.


 


5.3 Access to Information.


 


(a) From
the date hereof until and including the Closing Date, the Company shall, to the best of its ability, (i) continue to give the Purchaser,
its legal counsel and other representatives full access to the offices, properties and, books and records, (ii) furnish to the
Purchaser, its legal counsel and other representatives such information relating to the Business as such Persons may request and
(iii) cause the employees, legal counsel, accountants and representatives of the Company to cooperate with Purchaser in its investigation
of the Business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall
affect any representation or warranty given by the Company and, provided further, that any investigation pursuant to this Section
shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of the Company.


 


ARTICLE VI


CONDITIONS TO CLOSING


 


6.1 Condition
to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction
of all the following conditions:


 


(a) No
provision of any applicable law, and no judicial order, shall prohibit or impose any condition on the consummation of the Closing.


 


(b) There
shall not be any pending action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the
Closing.


 


(c) The
Stockholders of the Company shall have approved the transactions contemplated by this Agreement.


 


6.2 Conditions
to Obligations of Purchaser. The obligations of Purchaser to consummate the Closing are subject to the satisfaction, or the
waiver at the Purchaser’s discretion, of the following further conditions:


 


(a) Each
of Deng and the Company shall have performed in all material respects all of its obligations hereunder required to be performed
by it at or prior to the Closing Date.


 


(b) All
of the representations and warranties of Deng and the Company contained in this Agreement and in any certificate or other writing
delivered by Deng or the Company pursuant hereto, disregarding all qualifications and expectations contained therein relating to
materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall be true and correct in all material
respects at and as of the Closing Date, as if made at and as of such date.


 


(c) Purchaser
shall have received a certificate signed by Deng and an authorized officer of the Company to the effect set forth in clauses (a)
and (b) of this Section 6.2.


 


(d) Purchaser
shall have received a valuation opinion from a reputable valuation firm demonstrating that the fair market value of the Equity
Interests is equal to or greater than the aggregate fair market value of the Cash Consideration and Equity Consideration.


 



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ARTICLE
VII


INDEMNIFICATION


 


7.1 Indemnification
of Deng. Purchaser hereby agrees to indemnify and hold harmless Deng, each of their Affiliates and each of his partners, employees,
attorneys and agents and permitted assignees (the “Deng Indemnitees”), against and in respect of any and all
out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution
in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the
foregoing collectively, “Losses”) incurred or sustained by any Deng Indemnitee as a result of or in connection
with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations,
warranties and covenants of Purchaser contained herein or any certificate or other writing delivered pursuant hereto.


 


7.2 Indemnification
of Purchaser. Deng hereby agree to indemnify and hold harmless Purchaser, each of its Affiliates, and each of their members,
managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Purchaser Indemnitees”)
against and in respect of any Losses incurred or sustained by any Purchaser Indemnitee as a result of any breach, inaccuracy or
nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of Deng or the Company contained
herein or in any certificate or other writing delivered pursuant hereto.


 


7.3 Indemnification
Procedures. The following procedures shall apply with respect to all claims by either a Deng Indemnitee or a Purchaser Indemnitee
(an “Indemnified Party”) for indemnification:


 


(a) An
Indemnified Party shall give the Purchaser or Deng, as applicable, prompt notice (an “Indemnification Notice”)
of any third-party action with respect to which such Indemnified Party seeks indemnification pursuant to Section 7.1 or 7.2 (a
“Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by
the Indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such Indemnified
Party under Section 7.1 or 7.2, except to the extent such failure materially and adversely affects the ability of Purchaser or
Deng, as applicable (any of such parties, “Indemnifying Parties”) to defend such claim or increases the amount
of such liability.


 


(b) In
the case of any Third-Party Claims as to which indemnification is sought by any Indemnified Party, such Indemnified Party shall
be entitled, at the sole expense and liability of the Indemnifying Parties, to exercise full control of the defense, compromise
or settlement of any Third-Party Claim unless the Indemnifying Parties, within a reasonable time after the giving of an Indemnification
Notice by the Indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to
such Indemnified Party that the indemnification provisions of Section 7.1 or 7.2 are applicable to such action and the Indemnifying
Parties will indemnify such Indemnified Party in respect of such action pursuant to the terms of Section 7.1 or 7.2 and, notwithstanding
anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Parties liability
for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying Parties
to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the
defense of such Third-Party Claim.


 


(c) If
the Indemnifying Parties assume the defense of any such Third-Party Claim pursuant to Section 7.3(b), then the Indemnified Party
shall cooperate with the Indemnifying Parties in any manner reasonably requested in connection with the defense, and the Indemnified
Party shall have the right to be kept fully informed by the Indemnifying Parties and their legal counsel with respect to the status
of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If
the Indemnifying Parties so assume the defense of any such Third-Party Claim the Indemnified Party shall have the right to employ
separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses
of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Parties have agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded
parties) include an Indemnified Party and an Indemnifying Party and such Indemnified Party shall have been advised by its counsel
that there may be a conflict of interest between such Indemnified Party and the Indemnifying Parties in the conduct of the defense
thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Parties.


  



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(d) If
the Indemnifying Parties elect to assume the defense of any Third- Party Claim pursuant to Section 7.3(b), the Indemnified Party
shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying
Parties withdraw from or fail to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered
against the Indemnified Party for such liability. If the Indemnifying Parties do not elect to defend, or if, after commencing
or undertaking any such defense, the Indemnifying Parties fail to adequately prosecute or withdraw such defense, the Indemnified
Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Parties’ expense. Notwithstanding
anything to the contrary, the Indemnifying Parties shall not be entitled to control, but may participate in, and the Indemnified
Party (at the expense of the Indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (i)
that part of any Third Party Claim (x) that seeks a temporary restraining order, a preliminary or permanent injunction or specific
performance against the Indemnified Party, or (y) to the extent such Third Party Claim involves criminal allegations against the
Indemnified Party or (ii) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the Indemnified
Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this
Agreement. In the event the Indemnified Party retains control of the Third Party Claim, the Indemnified Party will not settle
the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld
or delayed.


 


(e) If
the Indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 7.1 or 7.2 and proposes to settle
the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall give the Indemnifying
Parties prompt written notice thereof and the Indemnifying Parties shall have the right to participate in the settlement, assume
or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Parties’ expense. The Indemnifying
Parties shall not, without the prior written consent of such Indemnified Party settle or compromise or consent to entry of any
judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be
sought against such Indemnified Party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a
monetary liability on the part of the Indemnified Party (such as an increase in the Indemnified Party’s income Tax) other
than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii)
which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating
such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Third-Party
Claim and all other actions (known or unknown) arising or which might arise out of the same facts.


 


7.4 Periodic Payments. Any indemnification
required by Section 7.1 or 7. 2 for costs, disbursements or expenses of any Indemnified Party in connection with investigating,
preparing to defend or defending any action shall be made by periodic payments by the Indemnifying Parties to each Indemnified
Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are
incurred.


 


7.5 Insurance.
Any indemnification payments hereunder shall take into account any insurance proceeds or other third party reimbursement actually
received.


 


7.6 Survival
of Indemnification Rights. The representations and warranties of Purchaser, the Company and Deng shall survive for a twelve
(12) month period following the Closing.


 


ARTICLE VIII

TERMINATION


 


8.1 Termination Upon Default.


 


(a) Deng
may terminate this Agreement by giving notice to the Purchaser on or prior to the Closing Date, without prejudice to any rights
or obligations Deng may have, if Purchaser shall have materially breached any representation or warranty or breached any agreement
or covenant contained herein on or prior to the Closing Date, and in either case, such breach is not cured within ten (10) days
following receipt by the Purchaser of a notice describing in reasonable detail the nature of such breach.


  



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(b) The
Purchaser may terminate this Agreement by giving notice to Deng, without prejudice to any rights or obligations Purchaser or
Company may have, if Deng or the Company shall have materially breached any of its covenants, agreements, representations,
and warranties contained herein to be performed on or prior to the Closing Date and such breach shall not be cured by ten
(10) days following receipt by Deng of a notice describing in reasonable detail the nature of such breach.


 


(c) In
the event this Agreement is terminated by Deng pursuant to Section 8.1(a), Purchaser shall be responsible for paying all of its
own expenses and those of Deng and the Company incurred in connection with this Agreement.


 


(d) In
the event this Agreement is terminated by the Purchaser pursuant to Section 8.1(b), Deng shall be responsible for paying all of
their own expenses and the expenses of Purchaser incurred in connection with this Agreement.


 


8.2 Survival. This Article VIII shall
survive any termination hereof.


 


ARTICLE IX


MISCELLANEOUS


 


9.1 Notices. Any notice hereunder
shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier
service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first
business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by
4:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such
confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be
addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such
other address as a party shall specify to the others in accordance with these notice provisions:


 


if to Purchaser, to:


 


iFresh Inc.


2-39 54th
Avenue


Long Island City, NY 11101

 Attention: Long Deng


Telecopy: 718-706-1586


 


if to Deng, to:


 


2-39 54th
Avenue


Long Island City, NY 11101


Attn: Long Deng Fax: 718-628-3822


 


if to Company, to:


 


2-39 54th
Avenue


Long Island City, NY 11101


Attn: Long Deng Fax: 718-628-3822


 


9.2 Amendments;
No Waivers; Remedies.


 


(a) This Agreement
cannot be amended, except by a writing signed by each party, or terminated orally or by course of conduct. No provision hereof
can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply
only in the particular instance in which such waiver shall have been given.


  



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(b) Neither
any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any
course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction
of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right
of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise
required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise
of any right or remedy with respect to any other breach.


 


(c) Except
as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated
herein or that otherwise may be available.


 


(d) Notwithstanding
anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages,
under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any
provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 


9.3 Arms’
Length Bargaining; no Presumption Against Drafter. This Agreement has been negotiated at arms-length by parties of equal bargaining
strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated
in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no
such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this
Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.


 


9.4 Publicity.
Except as required by law, the parties agree that neither they nor their agents shall issue any press release or make any other
public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto.


 


9.5 Expenses.
Except as otherwise expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such cost or expense.


 


9.6 No
Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation,
operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without
such consent shall be void, in addition to constituting a material breach of this Agreement.


 


9.7 Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the state of New York, without giving
effect to the conflict of laws principles thereof.


 


9.8 Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of
which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but
need not individually) bear the signatures of all other parties.


 


9.9 Entire
Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof
and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which
are merged herein. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding,
discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition
precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, warranty or
agreement of any person in entering into this Agreement, prior or contemporaneous, except those expressly stated herein.


  



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9.10 Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally
invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith
to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision,
as alike in substance to such invalid provision as is lawful.


 


9.11 Construction
of Certain Terms and References; Captions. In this Agreement:


 


(a) References
to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections,
schedules, and exhibits of this Agreement.


 


(b) The
words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement
as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “party”
means a party signatory hereto.


 


(c) Any
use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise
requires; “including” means “including without limitation;” “or” means “and/or;”
“any” means “any one, more than one, or all;” and, unless otherwise specified, any financial or accounting
term has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore
by party.


 


(d) Unless
otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules,
exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation,
ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time
to time. Any reference to a numbered schedule means the same-numbered section of the disclosure schedule.


 


(e) If
any action is required to be taken or notice is required to be given within a specified number of days following a specific date
or event, the day of such date or event is not counted in determining the last day for such action or notice. If any action is
required to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or
notice shall be considered timely if it is taken or given on or before the next Business Day.


 


(f) Captions
are not a part of this Agreement, but are included for convenience, only.


 


9.12 Further
Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within
the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.


 


9.13 Third
Party Beneficiaries. Neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by
any Person not a signatory hereto.


 


[The remainder of this page
intentionally left blank; signature pages to follow]


  



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IN
WITNESS WHEREOF, Deng, Purchaser and the Company have each caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	DENG:	/s/ Long Deng
	 	Long Deng
	 	 
	PURCHASER:	 
	 	iFRESH INC.
	 	 
	 	By:	 /s/ Long Deng
	 	 	Name: Long Deng
	 	 	Title: CEO
	 	 
	COMPANY:	 
	 	DRAGON SEEDS LLC
	 	 
	 	By:	/s/ Long Deng
	 	 	Name: Long Deng
	 		Title: Manager


 




 


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