Exhibit 10.1


 


SHARE EXCHANGE AGREEMENT


 


This Share Exchange
Agreement (the “Agreement”), is made and entered into as of September 23, 2014, by and among Cardigant
Medical, Inc., a Delaware corporation (“Parent”), Hong Kong Takung Assets and Equity of Artworks Exchange
Co., Limited, a Hong Kong limited liability company, the “Company”), and the shareholders of the Company
(each a “Shareholder” and collectively the “Shareholders”). Certain other capitalized terms
used in this Agreement are defined in Exhibit A attached hereto.


 


RECITALS


 


WHEREAS, the Company
has approximately 20,000,000 ordinary shares, par value HK$1 (the “Shares”) outstanding, all of which are held by the
Shareholders. The Shareholders have agreed to transfer the Shares to Parent in exchange for 209,976,000 newly issued restricted
shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”).;


 


WHEREAS, the exchange
of shares for Parent Common Stock is intended to constitute a reorganization within the meaning of Section 351 of the Internal
Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as
may be available under the Code and to qualify as a transaction in securities exempt from registration or qualification under the
Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”).;


 


WHEREAS, the Board
of Directors of each of the Parent and the Company has determined that it is desirable and in the best interests of the shareholders
of their respective companies to effect this plan of reorganization and share exchange.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE 1


 


EXCHANGE OF SHARES


 


1.1.        Exchange
by the Shareholders. At the Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent their
Shares free and clear of all Liens in exchange for an aggregate of 209,976,000 (Two Hundred and Nine Million Nine Hundred and Seventy-Six
Thousand) restricted shares of Parent Common Stock, in the amounts for each Shareholder set forth in Exhibit B (the “Exchange
Consideration”).


 


1.2.        Closing.
The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”)
shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction
or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions
and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the
parties may mutually determine (the “Closing Date”).


 




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ARTICLE 2


 


REPRESENTATIONS OF THE SHAREHOLDERS


 


Each Shareholder, severally
and not jointly and only as to itself, represents and warrants to the Parent, as follows:


 


2.1         Good
Title. The Shareholder is the record and beneficial owner, and has good and marketable title to its Shares (as set forth on
Exhibit B), with the right and authority to sell and deliver such Shares to Parent as provided herein. Upon registering
of the Parent as the new owner of such Shares in the share register of the Company, the Parent will receive good title to such
Shares, free and clear of all Liens.


 


2.2         Power
and Authority. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions
have been properly taken. The obligations of the Shareholder under this Agreement constitute legal, valid and binding obligations
of the Shareholder, enforceable against such Shareholder in accordance with the terms hereof.


 


2.3         No
Conflicts. The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of its obligations
hereunder in accordance with the terms hereof: (i) will not require the consent of any Governmental Entity under any Laws; (ii)
will not violate any Law applicable to such Shareholder; and (iii) will not violate or breach any contractual obligation to which
such Shareholder is a party.


 


2.4         No
Finder’s Fee. The Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s
fee in connection with the transactions contemplated under this Agreement that the Company or the Parent will be responsible for.


 


2.5         Purchase
Entirely for Own Account. The Parent Common Stock proposed to be acquired by the Shareholder hereunder will be acquired for
investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Shareholder has
no present intention of selling or otherwise distributing the Parent Common Stock, except in compliance with applicable securities
laws.


 


2.6         Available
Information. The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Parent.


 


2.7         Non-Registration.
The Shareholder understands that the Parent Common Stock has not been registered under the Securities Act of 1933, as amended and,
if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no prejudice with respect
to any rights, interests, benefits and entitlements attached to the Parent Common Stock in accordance with the Parent charter documents
or the laws of its jurisdiction of incorporation.


 


2.8         Restricted
Securities. The Shareholder understands that the Parent Common Stock is characterized as “restricted securities”
under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Parent
Common Stock would be acquired in a transaction not involving a public offering. The Shareholder further acknowledges that if the
Parent Common Stock is issued to the Shareholder in accordance with the provisions of this Agreement, such Parent Common Stock
may not be resold without registration under the Securities Act or the existence of an exemption therefrom.


 




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2.9         Legends.
The Shareholder understands that the Parent Common Stock will bear the following legend or another legend that is similar to the
following:


 


THESE SECURITIES HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.


 


and any legend required by the “blue
sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.


 


2.10       Regulation
S. The Shareholder is an non-“U.S. Person” within the meaning of Regulation S under the Securities Act.


 


ARTICLE 3


 


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to Parent that, except as set forth in the disclosure schedules delivered by the Company to Parent (the “Company
Disclosure Schedule”) which have been provided to Parent prior to the date hereof.


 


3.1.        Organization,
Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of Hong Kong
SAR and has the requisite corporate power and authority and all government licenses, authorizations, Permits, consents and approvals
required to own, lease and operate its properties and carry on its business as now being conducted. The Company is duly qualified
or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to
be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect.


 


3.2.        Subsidiaries.
The Company does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership,
joint venture or otherwise.


 




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3.3.        Capital
Structure of the Company. As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding
capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and
incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities
of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule
3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right
to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in
Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating
the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement
or undertaking. Except on Schedule 3.3, there are no outstanding contractual obligations, commitments, understandings or arrangements
of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the
Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could
be required to register shares of Company Common Stock or other securities under the Securities Act or other agreements or arrangements
with or among any security holders of the Company with respect to securities of the Company.


 


3.4.        Corporate
Authority; Noncontravention. The Company has all requisite corporate and other power and authority to enter into this Agreement
and to consummate the Transactions, the execution and delivery of this Agreement by the Company and the consummation by the Company
of the Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
The execution and delivery of this Agreement do not, and the consummation of the Transactions and compliance with the provisions
hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to
any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets
of the Company under, (i) the Certificate of Incorporation, Bylaws or other organizational or charter documents of the Company
(the "Company Charter Documents"), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, Permit, concession, franchise or license applicable to the Company, its properties or Assets, or (iii)
subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute,
Law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or Assets, other than, in the case
of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in
the aggregate could not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay
the ability of the Company to consummate the Transactions.


 


3.5.        Governmental
Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to,
any Governmental Entity, is required by or with respect to the Company in connection with the execution and delivery of this Agreement
by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement,
any filings under the Securities Act or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the “Exchange Act”).


 




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3.6.        Financial
Statements.


 


(a)  The
Company has provided Parent a copy of the audited consolidated financial statements of the Company for the period ended December
31, 2013 and the unaudited consolidated financial statements of the Company for the period ended June 30, 2014 (the “Company
Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at
the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect
all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature, as of the dates indicated.


 


(b)  Since
June 30, 2014 (the “Company Balance Sheet Date”), there has been no Material Adverse Effect with respect
to the Company.


 


(c)  Since
the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not
covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company
issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock or any other security
of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital
stock or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.


 


3.7.       Absence
of Certain Changes or Events. Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary
course consistent with past practice, and there is not and has not been any:


 


(a)  Material
Adverse Effect with respect to the Company;


 


(b)  event
which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 5.1 without prior
consent of Parent;


 


(c)  condition,
event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate
the Transactions;


 


(d)  incurrence,
assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts
and on terms consistent with past practices;


 


(e)  creation
or other incurrence by the Company of any Lien on any asset other than in the ordinary course consistent with past practices;


 


(f)  labor
dispute, other than routine, individual grievances, or, to the Knowledge of the Company, any activity or proceeding by a labor
union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or
threats by or with respect to such employees;


 


(g)  payment,
prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;


 


(h)  material
write-offs or write-downs of any Assets of the Company;


 


(i)  damage,
destruction or loss having, or reasonably expected to have, a Material Adverse Effect on the Company;


 




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(j)  other
condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect
or give rise to a Material Adverse Effect with respect to the Company;


 


(k)  transaction
or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the
acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case,
material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those
contemplated in this Agreement; or


 


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


 


3.8.        Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transactions.


 


3.9.        Litigation;
Labor Matters; Compliance with Laws.


 


(a)  There
is no suit, action or proceeding or investigation pending or, to the Knowledge of the Company, threatened against or affecting
the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect with respect to the Company or prevent, hinder or materially delay the ability of
the Company to consummate the Transactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity
or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the
future could have, any such effect.


 


(b)  The
Company is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with
a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice
or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike,
work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material
Adverse Effect with respect to Company.


 


(c)  The
conduct of the business of the Company complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees
or arbitration awards applicable thereto, except as would not have a Material Adverse Effect with respect to the Company.


 


3.10.       Benefit
Plans. The Company is not a party to any Benefit Plan under which the Company currently has an obligation to provide benefits
to any current or former employee, officer or director of the Company, other than as required by Hong Kong law. As used herein,
“Benefit Plan” shall mean any employee benefit plan, program, or arrangement of any kind, including any
defined benefit or defined contribution plan, stock ownership plan, executive compensation program or arrangement, bonus plan,
incentive compensation plan or arrangement, profit sharing plan or arrangement, deferred compensation plan, agreement or arrangement,
supplemental retirement plan or arrangement, vacation pay, sickness, disability, or death benefit plan (whether provided through
insurance, on a funded or unfunded basis, or otherwise), medical or life insurance plan providing benefits to employees, retirees,
or former employees or any of their dependents, survivors, or beneficiaries, employee stock option or stock purchase plan, severance
pay, termination, salary continuation, or employee assistance plan.


 




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3.11.       Tax
Returns and Tax Payments.


 


(a)  The
Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account
all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the
Company have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Except as set forth
on Schedule 3.11, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or
pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction
where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of
the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred
Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements
(rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred
any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date,
the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred
Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.


 


(b)  No
material claim for unpaid Taxes has been made or become a Lien against the property of the Company or is being asserted against
the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of
limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld
and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent
contractor, creditor, shareholder or other third party.


 


(c)  As
used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured
by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees,
assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts
imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any
return, report or statement required to be filed with any governmental authority with respect to Taxes.


 


3.12.       Environmental
Matters. The Company is in compliance with all Environmental Laws in all material respects. The Company has not received any
written notice regarding any violation of any Environmental Laws, including any investigatory, remedial or corrective obligations
which, if determined adversely to the Company, would reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. The Company holds all Permits and authorizations required under applicable Environmental Laws, unless
the failure to hold such Permits and authorizations would not have a Material Adverse Effect on the Company, and is in compliance
with all terms, conditions and provisions of all such Permits and authorizations in all material respects. No releases of Hazardous
Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by the
Company or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property
which could result in any liability to the Company. The Company has not transported or arranged for the treatment, storage, handling,
disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to the Company.
The Company has no liability, absolute or contingent, under any Environmental Laws that if enforced or collected would have a Material
Adverse Effect on the Company. There are no past, pending or threatened claims under Environmental Laws against the Company and
Company is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against
the Company pursuant to Environmental Laws.


 




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3.13.       Material
Agreements.


 


(a)  Schedule
3.13 lists the following contracts and other agreements (“Material Agreements”) to which the Company
is a party: (i) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases,
to or from any person providing for annual lease payments in excess of $25,000; (ii) any licensing agreement, or any agreement
forming a partnership, strategic alliances, profit sharing or joint venture; (iii) any agreement (or group of related agreements)
under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under
which a security interest has been imposed on any of its Assets, tangible or intangible; (iv) any profit sharing, deferred compensation,
severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any
of the Company’s employees; (v) any employment or independent contractor agreement providing annual compensation in excess
of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than thirty
(30) days’ notice; (vi) any agreement with any current or former officer, director, shareholder, members, manager or affiliate
of the Company; (vii) any agreements relating to the acquisition (by merger, purchase of units or assets or otherwise) by the Company
of any operating business or material assets or the capital stock of any other person; (viii) any agreements for the sale of any
of the Assets of the Company, other than in the ordinary course of business; (ix) any outstanding agreements of guaranty, surety
or indemnification, direct or indirect, by the Company; (x) any royalty agreements, licenses or other agreements relating
to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant
to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (xi) any
other agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse
Effect on the Company.


 


(b)  The
Company has made available to Parent either an original or a correct and complete copy of each written Material Agreement. Except
as set forth on Schedule 3.13, with respect to each Material Agreement to which the Company is a party thereto: (i) the
agreement is the legal, valid, binding, enforceable obligation of the Company and is in full force and effect in all material respects,
subject to bankruptcy and equitable remedies exceptions; (ii) (A) the Company is not in material breach or default thereof and
(B) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination,
modification, or acceleration under, the Material Agreement; and (iii) the Company has not repudiated any material provision of
the agreement.


 


3.14.       Material
Contract Defaults. The Company is not, or has not received any notice or has any Knowledge that any other party is, in Material
Contract Default under any Company Material Contract; and there has not occurred any event that with the lapse of time or the giving
of notice or both would constitute such a Material Contract Default. For purposes of this Agreement, a “Company Material
Contract” means any Contract that is effective as of the Closing Date to which the Company is a party (i) with expected
receipts or expenditures in excess of $25,000, (ii) requiring the Company to indemnify any person, (iii) granting exclusive
rights to any party, or (iv) evidencing indebtedness for borrowed or loaned money in excess of $25,000, including guarantees
of such indebtedness.


 


3.15.       Accounts
Receivable. All of the accounts receivable of the Company that are reflected on the Company Financial Statements or the accounting
records of the Company as of the Closing (collectively, the “Accounts Receivable”) represent or will
represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business
and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business
and for which adequate reserves have been established. The Accounts Receivable are fully collectible to the extent not reserved
for on the balance sheet on which they are shown.


 




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3.16.       Reserved.



 


3.17.       Intellectual
Property.


 


(i)          As
used in this Agreement, “Intellectual Property” means all right, title and interest in or relating to
all intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction
or under any international convention, including, but not limited to the following: (a) service marks, trademarks, trade names,
trade dress, logos and corporate names (and any derivations, modifications or adaptations thereof), Internet domain names and Internet
websites (and content thereof), together with the goodwill associated with any of the foregoing, and all applications, registrations,
renewals and extensions thereof (collectively, “Marks”); (b) patents and patent applications, including
all continuations, divisionals, continuations-in-part and provisionals and patents issuing thereon, and all reissues, reexaminations,
substitutions, renewals and extensions thereof (collectively, “Patents”); (c) copyrights, works of authorship
and moral rights, and all registrations, applications, renewals, extensions and reversions thereof (collectively, “Copyrights”);
(d) confidential and proprietary information, trade secrets and non-public discoveries, concepts, ideas, research and development,
technology, know-how, formulae, inventions (whether or not patentable and whether or not reduced to practice), compositions, processes,
techniques, technical data and information, procedures, designs, drawings, specifications, databases, customer lists, supplier
lists, pricing and cost information, and business and marketing plans and proposals, in each case excluding any rights in respect
of any of the foregoing that comprise or are protected by Patents (collectively, “Trade Secrets”); and
(e) Technology. For purposes of this Agreement, “Technology” means all Software, information, designs,
formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines,
tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus,
creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings,
and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes
of this Agreement, “Software” means any and all computer programs, whether in source code or object code;
databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design,
plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation,
related to any of the foregoing.


 


(ii)         Schedule
3.17 sets forth a list and description of the Intellectual Property required for the Company to operate, or used or held for
use by the Company, in the operation of its business, including, but not limited to (a) all issued Patents and pending Patent applications,
registered Marks, pending applications for registration of Marks, unregistered Marks, registered Copyrights of the Company and
the record owner, registration or application date, serial or registration number, and jurisdiction of such registration or application
of each such item of Intellectual Property, (b) all Software developed by or for the Company and (c) any Software not exclusively
owned by the Company and incorporated, embedded or bundled with any Software listed in clause (b) above (except for commercially
available software and so-called “shrink wrap” software licensed to the Company on reasonable terms through commercial
distributors or in consumer retail stores for a license fee of no more than $10,000).


 




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(iii)        The
Company is the exclusive owner of or has a valid and enforceable right to use all Intellectual Property listed for the Company
in Schedule 3.17 (and any other Intellectual Property required to be listed in Schedule 3.17) as the same are used,
sold, licensed and otherwise commercially exploited by the Company, free and clear of all Liens, security interests, encumbrances
or any other obligations to others (other than obligations under the license agreements pursuant to which such Intellectual Property
is licensed to the Company), and no such Intellectual Property has been abandoned. The Intellectual Property owned by the Company
and the Intellectual Property licensed to it pursuant to valid and enforceable written license agreements include all of the Intellectual
Property necessary and sufficient to enable the Company to conduct its business in the manner in which such business is currently
being conducted. The Intellectual Property owned by the Company and its rights in and to such Intellectual Property are valid and
enforceable.


 


(iv)         The
Company has not received, and is not aware of, any written or oral notice of any reasonable basis for an allegation against the
Company of any infringement, misappropriation, or violation by the Company of any rights of any third party with respect to any
Intellectual Property, and the Company is not aware of any reasonable basis for any claim challenging the ownership, use, validity
or enforceability of any Intellectual Property owned, used or held for use by the Company. The Company does not have any knowledge
(a) of any third-party use of any Intellectual Property owned by or exclusively licensed to the Company, (b) that any third-party
has a right to use any such Intellectual Property, or (c) that any third party is infringing, misappropriating, or otherwise violating
(or has infringed, misappropriated or violated) any such Intellectual Property.


 


(v)          To
the Company's Knowledge, the Company has not infringed, misappropriated or otherwise violated any Intellectual Property rights
of any third parties, and the Company is not aware of any infringement, misappropriation or violation of any third party rights
which will occur as a result of the continued operation of the Company as presently operated and/or the consummation of the Transactions.


 


(vi)         The
Company has taken adequate security measures to protect the confidentiality and value of its Trade Secrets (and any confidential
information owned by a third party to whom the Company has a confidentiality obligation).


 


(vii)        The
consummation of the Transactions will not adversely affect the right of the Company to own or use any Intellectual Property owned,
used or held for use by it.


 


3.18.       Board
Recommendation. The Board of Directors of the Company has determined that the terms of the Transactions are fair to and in
the best interests of the shareholders of the Company.


 


3.19.       Undisclosed
Liabilities. The Company has no liabilities or monetary obligations of any nature (whether fixed or unfixed, secured or unsecured,
known or unknown and whether absolute, accrued, contingent, or otherwise) except for such liabilities or obligations reflected
or reserved against in the Company Financial Statements, incurred in the ordinary course of business after the Company Balance
Sheet Date.


 


3.20.       No
Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering,
exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the
grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration
pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part
upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder
Representation Letters, the form of which is attached as Exhibit C to this Agreement.


 




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3.21.       Parent
Information. The Company acknowledges that it has had access to the documents filed by Parent under the Exchange Act, since
the end of its most recently completed fiscal year to the date hereof, and has carefully reviewed the same (“Exchange
Act Documents”). The Company further acknowledges that Parent has made available to it the opportunity to ask questions
of and receive answers from Parent’s officers and directors concerning the terms and conditions of this Agreement and the
business and financial condition of Parent, and the Company has received to its satisfaction, such information about the business
and financial condition of Parent and the terms and conditions of the Agreement as it has requested. The Company has carefully
considered the potential risks relating to Parent and investing in the Exchange Consideration, and fully understands that such
securities are speculative investments, which involve a high degree of risk of loss of the Company and its stockholders’
entire investment. Among others, the Company has carefully considered each of the risks identified under the caption “Risk
Factors” in the Exchange Act Documents, which are incorporated herein by reference.


 


3.22.       Full
Disclosure. All of the representations and warranties made by the Company in this Agreement, including the Company Disclosure
Schedules attached hereto, and all statements set forth in the certificates delivered by the Company at the Closing pursuant to
this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances
under which they were made, misleading. The copies of all documents furnished by the Company pursuant to the terms of this Agreement
are complete and accurate copies of the original documents. The schedules, certificates, and any and all other statements and information,
whether furnished in written or electronic form, to Parent or its representatives by or on behalf of any of the Company or its
Affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material
misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.


 


ARTICLE 4


 


REPRESENTATIONS AND WARRANTIES OF PARENT


 


Parent represents and
warrants to the Company, the Shareholders that, except as set forth in Parent Disclosure Schedule:


 


4.1.        Organization,
Standing, Corporate Power and Quotation of Common Stock. Each of Parent and its Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation, and has the requisite corporate power
and authority and all government licenses, authorizations, Permits, consents and approvals required to own, lease and operate
its properties and carry on its business as now being conducted. Each of Parent and its Subsidiaries is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure
to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to
Parent. Parent has taken all steps required to qualify shares of common stock of Parent, par value $0.001
(“Parent Common Stock”), to become quoted on the OTCBB under the corporate name and symbol
described in Section 8.3(i), including filing of Form 211, and submission of all materials required by the OTC Bulletin Board
for such quotation. If the Parent has no Subsidiaries, all other references to the Subsidiaries or any of them in this
Agreement, shall be disregarded.


 


4.2.        Subsidiaries.
The Subsidiaries of the Parent, and the authorized and outstanding capital stock of each are set forth on Schedule 4.2.
All of the outstanding capital stock of the Parent’s Subsidiaries are owned by Parent free and clear of all Liens. Other
than as set forth on Schedule 4.2, Parent does not own directly or indirectly, any equity or other ownership interest in
any company, corporation, partnership, joint venture or otherwise.


 




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4.3.        Capital
Structure of Parent 


 


Immediately prior to
the issuance of the Exchange Consideration at Closing, the authorized capital stock of Parent will consist of 1,000,000,000 shares
of Parent Common Stock, $0.001 par value, of which no more than 23,330,662 shares of Parent Common Stock will be issued and outstanding,
and no shares of Parent Common Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or
otherwise (except as described below). All outstanding shares of capital stock of Parent and its Subsidiaries are, and all shares
which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable,
not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of
securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other
securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote).
There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of
any kind to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound obligating
Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other equity securities of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to issue,
grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.
There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its Subsidiaries
to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its
Subsidiaries. There are no agreements or arrangements pursuant to which the Parent is or could be required to register shares of
Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security
holders of the Parent with respect to securities of the Parent.


 


4.4.        Corporate
Authority; Noncontravention. Parent has all requisite corporate and other power and authority to enter into this Agreement
and to consummate the Transactions. The execution and delivery of this Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on
the part of Parent. This Agreement has been duly executed and when delivered by Parent, shall constitute a valid and binding obligation
of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency
or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution
and delivery of this Agreement does not, and the consummation of the Transactions and compliance with the provisions hereof will
not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation
or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Parent under,
(i) the Certificate of Incorporation, Bylaws, or other charter documents of Parent, (ii) any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to Parent, its properties
or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment,
Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to Parent, its properties or Assets, other
than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually
or in the aggregate could not have a Material Adverse Effect with respect to Parent or could not prevent, hinder or materially
delay the ability of Parent to consummate the Transactions.


 




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4.5.        Government
Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to,
any Governmental Entity, is required by or with respect to Parent in connection with the execution and delivery of this Agreement
by Parent, or the consummation by Parent of the transactions contemplated hereby, except, with respect to this Agreement, any filings
under the Securities Act or the Exchange Act.


 


4.6.        SEC
Documents; Undisclosed Liabilities; Financial Statements.


 


(a)  Parent
has filed with the Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, statements
and other documents as required under the Exchange Act and Parent has delivered or made available to the Company all reports, schedules,
forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto
and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective
dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act,
as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. Except
to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior
to the date of this Agreement), none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The consolidated financial statements of Parent included in such Parent SEC Documents
comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the
SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements,
as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of operations and
changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit
adjustments as determined by Parent’s independent accountants). Except as set forth in the Parent SEC Documents, at the date
of the most recent financial statements of Parent included in the Parent SEC Documents, Parent has not incurred any liabilities
or monetary obligations of any nature (whether accrued, absolute, contingent or otherwise), which, individually, or in the aggregate,
could reasonably be expected to have a Material Adverse Effect on Parent.


 


(b)  Except
as disclosed in the Parent SEC Documents filed prior to the date hereof or as set forth in this Agreement, since June 30, 2014
(the “Parent Balance Sheet Date”), there has been no Material Adverse Effect with respect to Parent.


 


(c)  Except
as disclosed in the Parent SEC Documents filed prior to the date hereof or as provided in this Agreement, since the Parent Balance
Sheet Date, Parent has not issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital
stock or any other security of Parent and, has not granted or agreed to grant any option, warrant or other right to subscribe for
or to purchase any capital stock or any other security of Parent or has incurred or agreed to incur any indebtedness for borrowed
money.


 


4.7.        Absence
of Certain Changes. Except as disclosed in the Parent SEC Documents filed prior to the date hereof or as set forth on Schedule
4.7, since the Parent Balance Sheet Date, Parent has conducted its business only in the ordinary course consistent with past
practice in light of its current business circumstances, and there is not and has not been any:


 


(a)   Material
Adverse Effect with respect to Parent;


 




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(b)  event
which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 6.1 without prior
consent of the Company;


 


(c)  condition,
event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Parent to consummate
the Transactions;


 


(d)  incurrence,
assumption or guarantee by Parent of any indebtedness for borrowed money other than in the ordinary course and in amounts and on
terms consistent with past practices;


 


(e)  creation
or other incurrence by Parent of any Lien on any asset other than in the ordinary course consistent with past practices;


 


(f)  labor
dispute, other than routine, individual grievances, or, to the Knowledge of Parent, any activity or proceeding by a labor union
or representative thereof to organize any employees of Parent or any lockouts, strikes, slowdowns, work stoppages or threats by
or with respect to such employees;


 


(g)  payment,
prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;


 


(h)  material
write-offs or write-downs of any Assets of Parent;


 


(i)  damage,
destruction or loss having, or reasonably expected to have, a Material Adverse Effect on Parent;


 


(j)  other
condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect
or give rise to a Material Adverse Effect with respect to Parent;


 


(k)  transaction
or commitment made, or any Contract or agreement entered into, by the Parent relating to its Assets or business (including the
acquisition or disposition of any Assets) or any relinquishment by the Parent or any Contract or other right, in either case, material
to the Parent, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated
in this Agreement; or


 


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


 


4.8.       Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by Parent to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transactions.


 


4.9.        Litigation;
Labor Matters; Compliance with Laws.


 


(a)  There
is no suit, action or proceeding or investigation pending or, to the Knowledge of Parent, threatened against or affecting Parent
or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect with respect to Parent or prevent, hinder or materially delay the ability of Parent
to consummate the Transactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator
outstanding against Parent having, or which, insofar as reasonably could be foreseen by Parent, in the future could have, any such
effect.


 




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(b)  Parent
is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor
union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or
seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work
stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse
Effect with respect to Parent.


 


(c)  The
conduct of the business of Parent complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees
or arbitration awards applicable thereto.


 


4.10.       Benefit
Plans. Parent is not a party to any Benefit Plan under which Parent currently has an obligation to provide benefits to any
current or former employee, officer or director of Parent.


 


4.11.       Tax
Returns and Tax Payments.


 


(a)  Parent
and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it
(taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes
due and owing by Parent and each of its Subsidiaries has been paid (whether or not shown on any Tax Return and whether or not any
Tax Return was required). Neither Parent nor any of its Subsidiaries is currently the beneficiary of any extension of time within
which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of
its Subsidiaries by a taxing authority in a jurisdiction where Parent does not file Tax Returns that it is or may be subject to
taxation by that jurisdiction. The unpaid Taxes of Parent did not, as of the Parent Balance Sheet Date, exceed the reserve for
Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income)
set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent
has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of
the Closing Date, the unpaid Taxes of Parent and its Subsidiaries will not exceed the reserve for Tax liability (excluding any
reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records
of Parent.


 


(b)  No
material claim for unpaid Taxes has been made or become a Lien against the property of Parent or any of its Subsidiaries or is
being asserted against Parent or any of its Subsidiaries, no audit of any Tax Return of Parent or any of its Subsidiaries is being
conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by
Parent or any of its Subsidiaries and is currently in effect. Parent has withheld and paid all Taxes required to have been withheld
and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third
party.


 


4.12.       Environmental
Matters. Each of Parent and its Subsidiaries is in compliance with all requisite Environmental Laws in all material respects.
Neither Parent nor any of its Subsidiaries has received any written notice regarding any violation of any Environmental Laws, including
any investigatory, remedial or corrective obligations, which, if determined adversely to Parent or any of its Subsidiaries, would
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each of Parent and its Subsidiaries
holds all Permits and authorizations required under applicable Environmental Laws, unless the failure to hold such Permits and
authorizations would not have a Material Adverse Effect on Parent, and is compliance with all terms, conditions and provisions
of all such Permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in,
to, on or under any real property currently or formerly owned, operated or leased by Parent or any of its Subsidiaries or any predecessor
thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any
liability to Parent or any of its Subsidiaries. Each of Parent and its Subsidiaries has not transported or arranged for the treatment,
storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability
to Parent or any of its Subsidiaries. Each of Parent and its Subsidiaries has no liability, absolute or contingent, under any Environmental
Law that if enforced or collected would have a Material Adverse Effect on Parent or any of its Subsidiaries. There are no past,
pending or threatened claims under Environmental Laws against Parent or any of its Subsidiaries and each of Parent and its Subsidiaries
is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against Parent or
any of its Subsidiaries pursuant to Environmental Laws.


 




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4.13.       Material
Contract Defaults. The Annual Report on Form 10-K for the Parent for the year ended December 31, 2013 and the Current Report
on Form 8-K dated August 29, 2014 list the Parent’s Material Contracts. Parent is not, or has not received any notice or
has any Knowledge that any other party is, in Material Contract Default under any Parent Material Contract; and there has not occurred
any event that with the lapse of time or the giving of notice or both would constitute such a Material Contract Default. For purposes
of this Agreement, a “Parent Material Contract” means any Contract that is effective as of the Closing
Date to which the Parent is a party (i) with expected receipts or expenditures in excess of $5,000, (ii) requiring the Parent
to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money
in excess of $5,000, including guarantees of such indebtedness, or under which a security interest has been imposed on any of its
Assets, tangible or intangible; (v) any agreement (or group of related agreements) for the lease of real or personal property,
including capital leases; (vi) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing
or joint venture; (vii) any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit
of its current or former officers, directors and managers or any of the Parent’s employees; (viii) any employment or independent
contractor agreement providing post-termination or severance payments or benefits or that cannot be cancelled without more than
thirty (30) days’ notice; (ix) any agreement with any current or former officer, director, shareholder, members, manager
or affiliate of the Parent; (x) any agreements relating to the acquisition (by merger, purchase of units or assets or otherwise)
by the Parent of any operating business or material assets or the capital stock of any other person; (xi) any agreements for the
sale of any of the Assets of the Parent, other than in the ordinary course of business; (xii) any outstanding agreements of guaranty,
surety or indemnification, direct or indirect, by the Parent; (xiii) any royalty agreements, licenses or other agreements
relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software
used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $5,000);
and (xiv) any other agreement under which the consequences of a default or termination could reasonably be expected to have a Material
Adverse Effect on the Parent.


 


4.14.       Accounts
Receivable. All of the accounts receivable of Parent that are reflected in the Parent SEC Documents or the accounting records
of Parent as of the Closing (collectively, the “Parent Accounts Receivable”) represent or will represent
valid obligations arising from sales actually made or services actually performed in the ordinary course of business and are not
subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for
which adequate reserves have been established. The Parent Accounts Receivable are fully collectible to the extent not reserved
for on the balance sheet on which they are shown.


 


4.15.       Properties.
Each of Parent and its Subsidiaries has valid land use rights for all real property that is material to its business and good,
clear and marketable title to all the tangible properties and tangible Assets reflected in the latest balance sheet as being owned
by Parent or acquired after the date thereof which are, individually or in the aggregate, material to Parent’s business (except
properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Material
Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities
held under lease by Parent or its Subsidiaries are held by them under valid, subsisting and enforceable leases of which each of
Parent and its Subsidiaries is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.


 




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4.16.       Intellectual
Property. Each of Parent and its Subsidiaries owns or has valid rights to use the Trademarks, trade names, domain names, copyrights,
patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary
for the conduct of its business as now being conducted. All of Parent’s and its Subsidiaries’ licenses to use Software
programs are current and have been paid for the appropriate number of users. To the Knowledge of Parent, none of Parent’s
or its Subsidiaries’ Intellectual Property infringe upon the rights of any third party that may give rise to a cause of action
or claim against Parent or each of its successors.


 


4.17.       Board
Determination. The Board of Directors of Parent has unanimously determined as of the Closing Date that the terms of the Transactions
are fair to and in the best interests of Parent and its stockholders.


 


4.18.       Due
Authorization. Parent represents that the issuance of the Exchange Consideration will be in compliance with the Delaware General
Corporation Law and the Certificate of Incorporation and Bylaws of Parent. The Exchange Consideration has been duly and validly
authorized and, upon issuance in accordance with this Agreement, will be duly issued, fully paid and nonassessable and free (and
not issued or sold in violation) of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar
rights, taxes, claims, liens, charges, encumbrances or other restrictions (other than as provided herein and restrictions under
federal and applicable state securities laws).


 


4.19.       Undisclosed
Liabilities. Parent has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known
or unknown and whether absolute, accrued, contingent, or otherwise).


 


4.20.       Full
Disclosure. All of the representations and warranties made by Parent in this Agreement, including the Parent Disclosure Schedules
attached hereto, and all statements set forth in the certificates delivered by Parent at the Closing pursuant to this Agreement,
are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under
which they were made, misleading. The copies of all documents furnished by Parent pursuant to the terms of this Agreement are complete
and accurate copies of the original documents. The schedules, certificates, and any and all other statements and information, whether
in written or electronic form, to the Company or its representatives by or on behalf of Parent or their Affiliates in connection
with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact
or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.


 




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ARTICLE 5


 


COVENANTS OF THE COMPANY


 


5.1.        Conduct
of the Company Business. From the date of this Agreement and until the Closing Date, or until the prior termination of this
Agreement, the Company shall not, unless agreed to in writing by Parent:


 


(a)  engage
in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien or other encumbrance
upon any of its assets or which will not be discharged in full prior to the Closing Date;


 


(b)  sell,
assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than
for fair value, in the ordinary course of business, and consistent with past practice;


 


(c)  fail
to use reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and
preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its
good will and ongoing business not be impaired prior to the Closing Date;


 


(d)  intentionally
permit any Material Adverse Effect to occur with respect to the Company;


 


(e)  make
any material change in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or


 


(f)  authorize
any, or commit or agree to take any of, the foregoing actions.


 


5.2.        Satisfaction
of Conditions Precedent. From and after the date of this Agreement until the earlier of the Closing Date or the termination
of this Agreement in accordance with its terms, the Company will use its commercially reasonable efforts to satisfy or cause to
be satisfied all the conditions precedent that are set forth in Article 8, and the Company will use its commercially reasonable
efforts to cause the Transactions to be consummated.


 


5.3.        No
Other Negotiations. As of the date of this Agreement, the Company has not entered into any agreement or understanding with,
and is not engaging in any discussions with any third party concerning an Alternative Acquisition including, without limitation,
any agreement or understanding that would require the Company to notify any third party of the terms of this Agreement. From and
after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with
its terms, the Company shall not, directly or indirectly, (a) initiate, solicit, encourage, negotiate, accept or discuss any
transaction or series of transactions with any Person, other than Parent and its Affiliates involving any Alternative Acquisition,
(b) provide information with respect to the Company to any Person, other than Parent and its Affiliates, relating to a possible
Alternative Acquisition by any Person, other than Parent and its Affiliates, (c) enter into an agreement with any Person,
other than Parent and its Affiliates, providing for a possible Alternative Acquisition, or (d) make or authorize any statement,
recommendation or solicitation in support of any possible Alternative Acquisition by any Person, other than by Parent and its Affiliates.


 




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If the Company receives
any unsolicited offer, inquiry or proposal to enter into discussions or negotiations relating to an Alternative Acquisition, or
that could reasonably expected to lead to an Alternative Acquisition, or any request for nonpublic information relating to the
Company, the Company shall promptly notify Parent thereof, including information as to the identity of the party making any such
offer, inquiry or proposal and the specific terms of such offer, inquiry or proposal, as the case may be, and shall keep Parent
promptly informed of any developments with respect to same.


 


5.4.        Access.
The Company shall afford to Parent, and to the officers, employees, accountants, counsel, financial advisors and other representatives
of Parent, reasonable access during normal business hours during the period prior to the Closing Date or the termination of this
Agreement to all of the Company’s properties, books, contracts, commitments, personnel and records and, during such period,
the Company shall furnish promptly to Parent, (a) a copy of each report, schedule, and other documents filed by it during
such period pursuant to the requirements of federal or state securities Laws and (b) all other information concerning its
business, properties and personnel as Parent or its representatives may reasonably request.


 


5.5.        Notification
of Certain Matters. The Company shall give prompt notice to Parent of (i) the occurrence or non-occurrence of any event
the occurrence or non-occurrence of which would cause any Company representation or warranty contained in this Agreement to be
untrue or inaccurate at or prior to the Closing Date and (ii) any failure of the Company to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant
to this Section 5.5 shall not limit or otherwise affect the remedies available hereunder to Parent.


 


ARTICLE 6


COVENANTS OF THE PARENT


 


6.1.        Conduct
of the Parent Business. From the date of this Agreement and until the Closing Date, or until the prior termination of this
Agreement, Parent shall not, unless agreed to in writing by the Company:


 


(a)  engage
in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien or other encumbrance
upon any of its assets or which will not be discharged in full prior to the Closing Date;


 


(b)  sell,
assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than
for fair value, in the ordinary course of business, and consistent with past practice;


 


(c)  fail
to use reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and
preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its
good will and ongoing business not be impaired prior to the Closing Date;


 


(d)  intentionally
permit any Material Adverse Effect to occur with respect to the Parent;


 


(e)  make
any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP;
or


 


(f)  authorize
any, or commit or agree to take any of, the foregoing actions.


 




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6.2.        Access.
Parent shall afford to the Company, and to the officers, employees, accountants, counsel, financial advisors and other representatives
of the Company, reasonable access during normal business hours during the period prior to the Closing Date or the termination of
this Agreement to all of the Parent’s properties, books, contracts, commitments, personnel and records and, during such period,
the Parent shall furnish promptly to the Company, (a) a copy of each report, schedule, registration statements and other documents
filed by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other information
concerning its business, properties and personnel as the Company or its representatives may reasonably request.


 


6.3.        Notification
of Certain Matters. Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event
the occurrence or non-occurrence of which would cause any Parent representation or warranty contained in this Agreement to be untrue
or inaccurate at or prior to the Closing Date and (ii) any failure of Parent to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this
Section 6.3 shall not limit or otherwise affect the remedies available hereunder to the Company.


 


6.4.        Director
and Officer Appointments. As of the Closing Date, Parent shall have taken all action, including compliance with Rule 14f-1
under the Exchange Act, if applicable, to cause (a) the persons as set forth on Schedule 6.4 to be appointed Parent’s directors
and officers, and (b) the current officers and directors of Parent as set forth on Schedule 6.4 to resign from Parent.


 


6.5.        Satisfaction
of Conditions Precedent. During the term of this Agreement, Parent will use its commercially reasonable efforts to satisfy
or cause to be satisfied all the conditions precedent that are set forth in Article 8, and Parent will use its commercially
reasonable efforts to cause the Transactions to be consummated.


 


6.6.        Delivery
of Certificates for Exchange Consideration. Within 10 business days of the Closing, the Parent shall deliver or cause to be
delivered to the Shareholders certificates for the Exchange Consideration.


 


6.7.        No
Other Negotiations. As of the date of this Agreement, the Parent has not entered into any agreement or understanding with,
and is not engaging in any discussions with any third party concerning an Alternative Acquisition including, without limitation,
any agreement or understanding that would require the Parent to notify any third party of the terms of this Agreement. From and
after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with
its terms, the Parent shall not, directly or indirectly, (a) initiate, solicit, encourage, negotiate, accept or discuss any Alternative
Acquisition, (b) provide information with respect to the Parent to any Person, other than Company and its Affiliates, relating
to a possible Alternative Acquisition by any Person, other than Company and its Affiliates, (c) enter into an agreement with any
Person, other than Company and its Affiliates, providing for a possible Alternative Acquisition, or (d) make or authorize any statement,
recommendation or solicitation in support of any possible Alternative Acquisition by any Person, other than by Company and its
Affiliates.


 


If the Parent receives
any unsolicited offer, inquiry or proposal to enter into discussions or negotiations relating to an Alternative Acquisition, or
that could reasonably expected to lead to an Alternative Acquisition, or any request for nonpublic information relating to the
Parent, the Parent shall promptly notify Company thereof, including information as to the identity of the party making any such
offer, inquiry or proposal and the specific terms of such offer, inquiry or proposal, as the case may be, and shall keep Company
promptly informed of any developments with respect to same.


 




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ARTICLE 7


 


COVENANTS OF PARENT AND THE COMPANY


 


7.1.        Notices
of Certain Events. The Company and Parent shall promptly notify each party of:


 


(a)  any
notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with
the Transactions;


 


(b)  any
notice or other communication from any Governmental Entity in connection with the Transactions; and


 


(c)  any
actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving
or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant
to Articles 3 or 4 or that relate to the consummation of the Transactions or any other development causing a breach of any
representation or warranty made by a party hereunder. Delivery of notice pursuant to this Section 7.1 shall not limit or otherwise
affect remedies available to any party hereunder.


 


7.2.        Public
Announcements. No party shall have the right to issue any press release or other public statement with respect to this Agreement
or the transactions contemplated herein without the prior written consent of each other party (not to be unreasonably withheld,
delayed, denied or conditioned), except as required by Law.


 


7.3.        Transfer
Taxes. Parent and the Company shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications
or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes,
any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions
contemplated hereby that are required or permitted to be filed on or before the Closing Date. Parent and the Company agree that
the Company will pay any real property, transfer or gains tax, stamp tax, stock transfer tax, or other similar tax imposed on the
Transactions or the surrender of the Shares pursuant thereto (collectively, “Transfer Taxes”), excluding
any Transfer Taxes as may result from the transfer of beneficial interests in the Shares other than as a result of the transactions
contemplated under this Agreement, and any penalties or interest with respect to the Transfer Taxes. The Company agrees to cooperate
with Parent in the filing of any returns with respect to the Transfer Taxes.


 


7.4.        Reasonable
Efforts. The parties further agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable
to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Transactions,
including (i) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, Permits, authorizations,
Orders and approvals from Governmental Entities and the making of all other necessary registrations and filings, (ii) the
obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Transactions or
required to prevent a Material Adverse Effect on the Company from occurring prior to or after the Closing Date, (iii) the
satisfaction of all conditions precedent to the parties’ obligations hereunder, and (iv) the execution and delivery
of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of,
this Agreement.


 


7.5.        Fees
and Expenses. Each party will be responsible for all of the legal, accounting and other expenses incurred by such party hereto
in connection with the Transactions.


 




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7.6.        Regulatory
Matters and Approvals. Each of the parties hereto will give any notices to, make any filings with, and use its commercially
reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection
with the matters referred to in Sections 3.5 and 4.5 above.


 


7.7.        Transfer
Restrictions.


 


(a)  The
Company realizes that the Exchange Consideration is not registered under the Securities Act, or any foreign or state securities
Laws. The Company agrees that the Exchange Consideration will and may not be sold, offered for sale, pledged, hypothecated, or
otherwise transferred (collectively, a “Transfer”) except in compliance with the Securities Act, if applicable,
and applicable foreign and state securities Laws, and with an opinion of transferor’s counsel to such effect, the substance
of which shall be reasonably acceptable to the Parent and Parent’s transfer agent, provided that the Exchange Consideration
may be pledged in connection with a bona fide margin account secured by such securities. The Company understands that the Exchange
Consideration can only be Transferred pursuant to registration under the Securities Act or pursuant to an exemption therefrom.
The Company understands that to Transfer the Exchange Consideration may require in some jurisdictions specific approval by the
appropriate governmental agency or commission in such jurisdiction.


 


(b)  To
enable Parent to enforce the transfer restrictions contained in Section 7.7(a), the Company hereby consents to the placing
of legends upon, and stop-transfer orders with the transfer agent of the Common Stock with respect to the Exchange Consideration,
including, without limitation, the following:


 


THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.


 


7.8.        Current
Report. Parent shall file a Current Report on Form 8-K with the SEC within four (4) business days of the Closing Date containing
information about the Transactions and pro forma financial statements of Parent and the Company and audited financial statements
of the Company as required by Regulation S-K under the Securities Act (the “8-K Report”). The Company
agrees to provide any necessary information for preparation of 8-K Report.


 




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ARTICLE 8


 


CONDITIONS TO CLOSING


 


8.1.        Condition
to Obligation of Each Party to Effect the Transactions. The respective obligations of Parent, each Shareholder and the Company
to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Closing
Date of the following conditions.


 


(a)  No
Injunctions. No temporary restraining Order, preliminary or permanent injunction issued by any court of competent jurisdiction
preventing or prohibiting the consummation of the Transactions contemplated herein shall be in effect; provided, however, that
each of Parent and the Company shall have used its commercially reasonable efforts to prevent the entry of such Orders or injunctions
and to appeal as promptly as possible any such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions
that may be entered.


 


(b) Stockholder
Representation Letters. Each Shareholder shall have executed and delivered to Parent and Company a stockholder representation
letter in substantially the form attached hereto as Exhibit C and Parent and Company shall be reasonably satisfied that
the issuance of Parent Common Stock pursuant to the Transactions is exempt from the registration requirements of the Securities
Act. 


 


8.2         Additional
Conditions to Obligations of Parent. The obligations of Parent to consummate the Transactions are also subject to the satisfaction
or waiver in writing at or prior to the Closing Date of the following conditions.


 


(a)  Representations
and Warranties. The representations and warranties of the Company and each Shareholder contained in this Agreement and in any
certificate or other writing delivered to Parent pursuant hereto shall be true and correct on and as of the Closing Date with the
same force and effect as if made on and as of the Closing Date, and Parent shall have received a certificate to such effect signed
by the President and the Chief Executive Officer of the Company.


 


(b)  Agreements
and Covenants. The Company and each Shareholder shall have performed or complied with all agreements and covenants required
by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Parent shall have received a certificate
to such effect signed by the President and Chief Executive Officer of the Company.


 


(c)  Certificate
of Secretary. The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying:
(i) resolutions duly adopted by the Board of Directors of the Company authorizing this Agreement and the Transactions; (ii) the
Company Charter Documents as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the
incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.


 


(d)  Consents
Obtained. All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be
made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions
contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations
and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.


 




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(e)  Absence
of Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect on the
Company other than any change that shall result from general economic conditions or conditions generally affecting the industry
in which the Company conducts operations.


 


(f)  Company
Financial Statements. Parent shall have received from the Company the Company Financial Statements and pro forma financial
statements for the periods and in form and content required to be included in the 8-K Report.


 


(g)  Delivery
of Stock Certificates. Each Shareholder shall have delivered to the
Parent (i) certificates representing the Shares, together with stock powers and signature medallion guarantees (or other acceptable
proof of signature) for the transfer of the Shares to the Parent or (ii) such other proof of ownership as shall be reasonably
acceptable to the Parent;


 


8.3         Additional
Conditions to Obligations of the Company and the Shareholders. The obligations of the Company and each Shareholder to
consummate the Transactions are also subject to the satisfaction or waiver in writing at or prior to the Closing Date of the
following conditions.


 


(a)          Representations
and Warranties. The representations and warranties of Parent contained in this Agreement and in any certificate or other writing
delivered to the Company pursuant hereto shall be true and correct on and as of the Closing Date with the same force and effect
as if made on and as of the Closing Date, and the Company shall have received a certificate to such effect signed by the President
and the Chief Executive Officer of Parent.


 


(b)          Agreements
and Covenants. Parent shall have performed or complied with all agreements and covenants required by this Agreement to be performed
or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed
by the President and Chief Executive Officer of Parent.


 


(c)          Certificate
of Secretary. Parent shall have delivered to the Company a certificate executed by the Secretary of Parent certifying: (i)
resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement and the Transactions (including the authorizations
described in Section 4.18 above); (ii) the Certificate of Incorporation and Bylaws of Parent as in effect immediately prior to
the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of Parent executing this Agreement
and all agreements and documents contemplated hereby.


 


(d)          Consents
Obtained. All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be
made, by Parent for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions
contemplated hereby shall have been obtained and made by Parent, except for such consents, waivers, approvals, authorizations and
Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on Parent.


 


(e)          Absence
of Material Adverse Effect. Since the date of the this Agreement, there shall not have been any Material Adverse Effect on
Parent, other than any change that shall result from general economic conditions or conditions generally affecting the industry
in which Parent conducts operations.


 




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(f)          Transactions
Capitalization and Parent Common Stock Lockup. As of the Closing Date, the authorized capital stock of Parent shall consist
of 1,000,000,000 shares of Parent Common Stock of which there will be 23,330,662 issued and outstanding shares of Parent Common
Stock.


 


(g)          Officers
and Directors. Parent shall have delivered to the Company, in compliance with Rule 14f-1 under the Exchange Act, if applicable,
evidence of appointment of those new directors and officers as further described in Section 6.4. Parent shall also have delivered
to the Company, in compliance with Rule 14f-1 under the Exchange Act , if applicable, a letter of resignation executed by each
Parent officer and director further described in Section 6.4 to be effective upon the Closing Date.


 


(h)          No
Liabilities. As of the Closing Date, Parent shall have no actual or contingent liabilities, and Parent will have no other obligations
of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise)
(including, without limitation, any Contracts), except for its obligations incurred under this Agreement, the Transaction Documents,
and up to a maximum of $30,000 for legal and accounting expenses incurred in connection with the Transactions.


 


(i)          Common
Stock. As of the Closing Date, the Parent Common Stock shall be eligible for clearance through the book-entry system of The
Depository Trust Corporation and Parent will have filed all materials and fulfilled all requirements for the Parent Common Stock
to be quoted on the OTCBB under the name “Cardigant Medical, Inc.” under the symbol “CARD” of such other
symbol that is acceptable to the Company.


 


(j)          Exchange
Act Reporting. Parent will have made all required filings with the SEC under the Exchange Act, and such filings will have complied
in all material respects with applicable requirements under the Exchange Act.


 


ARTICLE 9


TERMINATION


 


9.1.        Termination.
This Agreement may be terminated at any time prior to the Closing Date:


 


(a)  by
mutual written agreement of the Company and Parent duly authorized by the Boards of Directors of the Company and Parent;


 


(b)  by
either the Company or Parent, if the other party (which, in the case of Company, shall mean Company or any Shareholder) has breached
any representation, warranty, covenant or agreement of such other party set forth in this Agreement and such breach has resulted
or can reasonably be expected to result in a Material Adverse Effect on such other party or would prevent or materially delay the
consummation of the Transactions;


 


(c)  by
any party, if all the conditions to the obligations of such party for Closing the Transactions shall not have been satisfied or
waived on or before the Final Date (as defined below) other than as a result of a breach of this Agreement by the terminating party;
or


 


(d)  by
any party, if a permanent injunction or other Order by any Federal or state court which would make illegal or otherwise restrain
or prohibit the consummation of the Transactions shall have been issued and shall have become final and nonappealable;


 




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As used herein,
the “Final Date” shallOctober 31, 2014.


 


9.2.        Notice
of Termination. Any termination of this Agreement under Section 9.1 above will be effective immediately upon by the delivery
of written notice of the terminating party to the other parties hereto specifying with reasonable particularity the reason for
such termination.


 


9.3.        Effect
of Termination. In the case of any termination of this Agreement as provided in this Section 9, this Agreement shall be
of no further force and effect and nothing herein shall relieve any party from liability for any breach of this Agreement.


 


ARTICLE 10


 


GENERAL PROVISIONS


 


10.1.        Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if
not, then on the next business day; (c) five days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) two days after deposit with a nationally recognized overnight courier, specifying not later than two
day delivery, with written verification of receipt. All communications shall be sent to the parties at the following addresses
or facsimile numbers specified below (or at such other address or facsimile number for a party as shall be designated by ten days
advance written notice to the other parties hereto):


 


(a) If
to Parent:


 


Cardigant Medical, Inc.


1500 Rosecrans Avenure, Suite 500,


Manhattan Beach, CA 90266


Fax:


 


(b) If
to the Company or any Shareholder:


 


Hong Kong Takung Assets and Equity of Artworks Exchange
Co.,Limited


Flat/RM 03-04 20/F Hutchison House


10 Harcourt Road, Central Hong Kong

Fax: +852 2790 7868


with a copy to (which shall not
constitute notice):


 


Sichenzia Ross Friedman Ference LLP


61 Broadway


New York, New York 10006


Attn: Benjamin Tan, Esq.

Fax: (212) 930-9725


 


The Company hereby
undertakes to forward immediately (by the means set forth in Section 10.1(a), (b), (c) or (d) above) to any Shareholder any notice
provided to it by the Parent to such Shareholder in accordance with this Section 10.1 to the address of such Shareholder as appears
on the Company's shareholder register, provided that any such delivery by the Parent to such Shareholder shall be deemed effective
on the day that is twice the number of days (or business days, as applicable) set forth in Section 10.1(b), (c) or (d) above.


 




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10.2.        Amendment.
To the extent permitted by Law, this Agreement may be amended by a subsequent writing signed by each of the parties upon the approval
of the Boards of Directors of the Company, the Parent and the Shareholders, as the case may be.


 


10.3.        Waiver.
At any time prior to the Closing, any party hereto may with respect to any other party hereto (a) extend the time for performance
of any of the obligations or other acts, (b) waive any inaccuracies in the representations and warranties contained herein
or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein.
Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound
thereby.


 


10.4.        Failure
or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty
or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of
any other rights. Except as otherwise provided hereunder, all rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


10.5.        Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


10.6.        Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible, in a mutually
acceptable manner, to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


10.7.        Entire
Agreement. This Agreement (including the Company Disclosure Schedule and the Parent Disclosure Schedule together with the Transaction
Documents and the exhibits and schedules attached hereto and thereto and the certificates referenced herein) constitutes the entire
agreement and supersedes all prior agreements and undertakings both oral and written, among the parties, or any of them, with respect
to the subject matter hereof and, except as otherwise expressly provided herein.


 


10.8.        Assignment.
No party may assign this Agreement or assign its respective rights or delegate their duties (by operation of Law or otherwise),
without the prior written consent of the other parties. This Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and permitted assigns.


 


10.9.        Parties
In Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their permitted
assigns and respective successors, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation,
by way of subrogation.


 


10.10.     Governing
Law. This Agreement will be governed by, and construed and enforced in accordance with the Laws of the State of New York as
applied to Contracts that are executed and performed in New York, without regard to the principles of conflicts of Law thereof.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Transactions and any
other Transaction Documents shall be commenced exclusively in the state and federal courts sitting in the County of New York.


 




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10.11.       Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the
extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”),
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other
party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever
waives any such defense, except to the extent such defense related to lack of authenticity.


 


10.12.       Attorneys’
Fees. If any action or proceeding relating to this Agreement, or the enforcement of any provision of this Agreement is brought
by a party hereto against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees,
costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).


 


10.13.       Representation.
The parties to this Agreement, and each of them, acknowledge, agree, and represent that it: (a) has been represented in connection
with the negotiation and preparation of this Agreement by counsel of that party’s choosing ; (b) has authority to enter
into and sign the Agreement; and (c) enters into and signs the same by its own free will.


 


10.14.       Drafting.
The parties to this Agreement acknowledge that each of them have participated in the drafting and negotiation of this Agreement.
The parties intend for this Agreement to be construed and interpreted neutrally in accordance with the plain meaning of the language
contained herein, and not presumptively construed against any actual or purported drafter of any specific language contained herein.


 


10.15.       Interpretation.
For purposes of this Agreement, references to the masculine gender shall include feminine and neuter genders and entities. Where
a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or
Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to a
“party” or “parties” shall mean Parent, the Company and/or Shareholders, as applicable. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the
Company Disclosure Schedule and the Parent Disclosure Schedule.


 


10.16       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Shareholder,
Parent and the Company will be entitled to specific performance under this Agreement. Each of the parties hereto agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at
law would be adequate.


 




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10.17       Independent
Nature of Each Shareholder's Obligations and Rights. The obligations of each Shareholder under this Agreement are several
and not joint with the obligations of any other Shareholder (or, for the avoidance of doubt, with the obligations of the Company
or the Parent under this Agreement), and each Shareholder shall not be responsible in any way for the performance of the obligations
of any other Shareholder party to this Agreement (or, for the avoidance of doubt, the performance of the obligations of the Company
or the Parent under this Agreement). Nothing contained herein and no Shareholder action taken by any Shareholder pursuant hereto,
shall be deemed to constitute such Shareholder as a party to or member of a partnership, an association, a joint venture, or any
other kind of entity, or create a presumption that any Shareholder is in any way acting in concert or as a group with any of the
other parties hereto with respect to such obligations or the transactions contemplated by this Agreement. No party is in any way
whatsoever authorized to bind any other party hereto. Each Shareholder shall be entitled to independently protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Shareholder
to be joined as an additional party in any proceeding for such purpose. 


 


[Remainder of Page Intentionally Left
Blank; Signature Pages to Follow]


 




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IN WITNESS WHEREOF,
each of the parties have caused this Share Exchange Agreement to be executed as of the date first written above them or their respective
officers thereunto duly authorized.


 


	 	Parent:
	 	 
	 	CARDIGANT MEDICAL, INC., a Delaware
    corporation
	 	 
	 	By:	 
	 	 
	 	Name:  Jerett Creed
	 	 
	 	Title:  President and CEO
	 	 
	 	Company:
	 	 
	 	HONG KONG TAKUNG Assets and Equity

OF ARTWORKS Exchange Co., LIMITED , a

Hong Kong corporation
	 	 
	 	By:	 
	 	 
	 	Name:  Xiao Di
	 	 
	 	Title:  General Manager
	 	 
	 	Shareholders:
	 	 
	 	LOYAL HEAVEN LIMITED
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	KIRIN LINKAGE LIMITED
	 	 
	 	By:
	 	Name:
	 	Title:


 




    	30



    	 



    

 


EXHIBIT A


 


CERTAIN DEFINITIONS


 


The following terms,
as used in the Agreement, have the following meanings:


 


“Accounts
Receivable” shall have the meaning set forth in Section 3.15 of the Agreement.


 


“Affiliate(s)”
shall have the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.


 


“Alternative
Acquisition” means any recapitalization, restructuring, financing, merger, consolidation, sale, license or encumbrance
or other business combination transaction or extraordinary corporate transaction of the Company or the Parent (as applicable)
which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Transactions, including
a firm proposal to make such an acquisition.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Assets”
of a Person shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and
description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized
in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records
of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.


 


“Benefit
Plans” shall have the meaning set forth in Section 3.10 of the Agreement.


 


“Closing”
shall have the meaning set forth in Section 1.2 of the Agreement.


 


“Closing
Date” shall have the meaning set forth in Section 1.2 of the Agreement.


 


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


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Company
Balance Sheet Date” shall have the meaning set forth in Section 3.6(b) of the Agreement.


 


“Company
Disclosure Schedule” shall have the meaning set forth in the opening paragraph of Article 3 of the Agreement.


 


“Company
Financial Statements” shall have the meaning set forth in Section 3.6(a) of the Agreement.


 


“Company
Material Contract” shall have the meaning set forth in Section 3.14 of the Agreement.


 


“Company
Stock” means the total outstanding capital stock of the Company as of the Closing Date.


 




    	A-1



    	 



    

 


“Contract”
means any written or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, obligation, plan, restriction,
understanding or undertaking of any kind or character, or other document to which any Person is a party or by which such Person
is bound or affecting such Person’s capital stock, Assets or business.


 


“Copyrights”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Default”
means (i) any breach or violation of or default under any Contract, Order or Permit, (ii) any occurrence of any event
that with the passage of time or the giving of notice or both would constitute a breach or violation of or default under any Contract,
Order or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would
give rise to a right to terminate or revoke, change the current terms of, or renegotiate, or to accelerate, increase, or impose
any liability under, any Contract, Order or Permit.


 


“Electronic
Delivery” shall have the meaning set forth in Section 10.11 of the Agreement.


 


“Environmental
Laws” mean any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, codes, plans, injunctions, Permits, concessions, grants, franchises, licenses, agreements and
governmental restrictions, relating to human health, the environment or to emissions, discharges or releases of pollutants, contaminants
or other Hazardous Material or wastes into the environment, including without limitation ambient air, surface water, ground water
or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of pollutants, contaminants or other Hazardous Material or wastes or the clean-up or other remediation thereof.


 


“Exchange
Act” has the meaning set forth in Section 3.5 of the Agreement.


 


“Exchange
Act Documents” has the meaning set forth in Section 3.21 of the Agreement.


 


“Exchange
Consideration” shall have the meaning as set forth in Section 1.1 of the Agreement.


 


“Final Date”
shall have the meaning set forth in Section 9.1 of the Agreement.


 


“FINRA”
means Financial Industry Regulatory Authority, Inc. .


 


“GAAP”
means U.S. generally accepted accounting principles.


 


“Governmental
Entity” shall mean any government or any agency, bureau, board, directorate, commission, court, department, official,
political subdivision, tribunal, or other instrumentality of any government, whether federal, state or local, domestic or foreign.


 


“Hazardous
Material” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics,
which in any event is regulated under any Environmental Law.


 


“Intellectual
Property” shall have the meaning as set forth in Section 3.17(i) of the Agreement.


 


“Knowledge”
means the actual knowledge of the officers of a party, and knowledge that a reasonable person in such capacity should have after
due inquiry.


 




    	A-2



    	 



    

 


“Law”
means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its
Assets, liabilities or business, including those promulgated, interpreted or enforced by any Governmental Entity.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
to such asset.


 


“Marks”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Material”
and “Materially” for purposes of this Agreement shall be determined in light of the facts and circumstances
of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine materiality in
that instance.


 


“Material
Agreement” shall have the meaning set forth in Section 3.13 of the Agreement.


 


“Material
Adverse Effect” means, with respect to any Person, a material adverse effect on the condition (financial or otherwise),
business, Assets, liabilities or the reported or reasonably anticipated future results or prospects of such Person and its Subsidiaries
taken as a whole; provided, however, that any adverse change, event, development or effect arising from or relating to any of
the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (a) general business
or economic conditions, (b) national or international political or social conditions, including the engagement by the United States
in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or
terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any
military installation, equipment or personnel of the United States, (c) financial, banking, or securities markets (including any
disruption thereof and any decline in the price of any security or any market index), (d) changes in United States generally accepted
accounting principles, (e) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental
Entity or (f) the taking of any action required by this Agreement and the other agreements contemplated hereby.


 


“Material
Contract Default” means a default under any Material Agreement which would (A) permit any other party to cancel or terminate
the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages in excess
of $50,000 (either individually or in the aggregate with all other such claims under that Material Agreement) or (C) give rise
to a right of acceleration of any material obligation or loss of any material benefit under any such Material Agreement.


 


“Order”
means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or
writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency or Governmental
Entity.


 


“Parent”
shall have the meaning set forth in the Preamble.


 


“Parent Accounts
Receivable” shall have the meaning set forth in Section 4.14 of the Agreement.


 


“Parent Balance
Sheet Date” shall have the meaning set forth in Section 4.6(b) of the Agreement.


 


“Parent Common
Stock” shall have the meaning set forth in Section 4.1 of the Agreement.


 




    	A-3



    	 



    

 


“Parent Disclosure
Schedule” shall mean the written disclosure schedule delivered on or prior to the date hereof by Parent to the Company
that is arranged in paragraphs corresponding to the numbered and lettered paragraphs corresponding to the numbered and lettered
paragraphs contained in the Agreement.


 


“Parent Material
Contract” shall have the meaning set forth in Section 4.13 of the Agreement.


 


“Parent SEC
Documents” shall have the meaning set forth in Section 4.6(a) of the Agreement.


 


“Patents”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Person”
means an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or
organization, including a government or political subdivision or any agency or instrumentality thereof.


 


“Permit”
shall mean any federal, state, local, and foreign governmental approval, authorization, certificate, consent, easement, filing,
franchise, letter of good standing, license, notice, permit, qualification, registration or right of or from any Governmental
Entity (or any extension, modification, amendment or waiver of any of these) to which any Person is a party or that is or may
be binding upon or inure to the benefit of any Person or its securities, Assets or business, or any notice, statement, filing
or other communication to be filed with or delivered to any Governmental Entity.


 


“SEC”
shall have the meaning set forth in Section 4.6(a) of the Agreement.


 


“Securities
Act” shall have the meaning set forth in Section 3.3 of the Agreement.


 


“Share”
or “Shares” shall have the meaning set forth in the Recitals of the Agreement.


 


“Shareholders”
shall have the meaning set forth in the Preamble.


 


“Software”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Subsidiary”
means, with respect to any Person, (i) any corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or managing general partner of which is such Person or a Subsidiary of such Person or (b) the
only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).


 


“Tax”
or “Taxes” shall have the meaning set forth in Section 3.11(c) of the Agreement.


 


“Tax Return”
shall have the meaning set forth in Section 3.11(c) of the Agreement.


 


“Technology”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Trade Secrets”
shall have the meaning set forth in Section 3.17(i) of the Agreement.


 


“Transaction
Documents” means the Agreement, and any other document executed and delivered pursuant hereto together with any exhibits
or schedules to such documents.


 




    	A-4



    	 



    

 


“Transactions”
shall have the meaning as set forth in Section 1.2 of the Agreement.


 


“Transfer”
shall have the meaning as set forth in Section 7.7(a) of the Agreement.


 


“Transfer
Taxes” shall have the meaning as set forth in Section 7.3 of the Agreement.


 


“8-K Report”
shall have the meaning as set forth in Section 7.8 of the Agreement.


 




    	A-5



    	 



    

 


EXHIBIT B 


 


Shareholders of Hong Kong Takung Assets
and Equity of Artworks Exchange Co., Limited


 


	Name of Shareholder	 	Number of
 Company Shares
 Being Exchanged	 	 	Number of
 Shares of Parent
 Common Stock
 to be Received
 by Shareholder	 	 	Indicate if such
 Shareholder is a
 non- U.S. Person
	Kirin Linkage Limited	 	 	4,000,000	 	 	 	41,995,200	 	 	Yes
	Loyal Heaven Limited	 	 	16,000,000	 	 	 	167,980,800	 	 	Yes
	 	 	 	 	 	 	 	 	 	 	 
	TOTALS	 	 	20,000,000	 	 	 	209,976,000	 	 	 



 




    	B-1



    	 



    

 


EXHIBIT C


 


______, 2014


 


Cardigant Medical, Inc.


1500 Rosecrans Avenure, Suite 500,


Manhattan Beach, CA 90266


 


Stockholder Representation Letter


 


Ladies and Gentlemen:


 


Pursuant to the Exchange
Agreement (the “Agreement”) dated as of _______, 2014 (the “Agreement Date”), the undersigned
(the “Stockholder”) expects to receive from Cardigant Medical, Inc., a Delaware corporation (“Parent”),
shares of Parent Common Stock (the “Securities”) in exchange for the Stockholder’s ownership of capital
stock of Hong Kong Takung Assets and Equity of Artworks Exchange Co., Limited, a Hong Kong corporation (the “Company”).
Capitalized terms used herein but not defined will have the meanings ascribed to them in the Agreement. Stockholder whose signature
appears below, represents and warrants to Parent that, as of the date first written above and as of the Closing Date, the statements
contained in this Representation Letter are, and will be, correct and complete:


 


1.          REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDER.


 


1.1.          “Regulation
S Exemption. The distribution of the Securities to the Stockholder at the Closing is intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Act”) pursuant to . Stockholder represents and warrants that
Stockholder


 


		(a)	is not a U.S. Person (as defined herein);



 


		(b)	is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S.
Person (as defined herein);



 


		(c)	is resident in the Cayman Islands/ People’s Republic
of China;



 


		(d)	(i) is knowledgeable of, or has been independently advised
as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Stockholder
is resident (the "International Jurisdiction") which would apply to the acquisition of the Parent Common,



 


(ii) is
purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or,
if such is not applicable, the Stockholder is permitted to purchase the Securities under the applicable securities laws of the
of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,


 


(iii) acknowledges
that the applicable securities laws of the authorities in the International Jurisdiction do not require the Parent to make any
filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of any of the Securities, and


 




    	C-1



    	 



    

 


(iv) represents
and warrants that the acquisition of the Securities by the Stockholder does not trigger:


 


		A.	any obligation to prepare and file a prospectus or similar
document, or any other



 


		B.	any continuous disclosure reporting obligation of the
Parent in the International Jurisdiction, and



 


the Stockholder
will, if requested by the, deliver to the Parent a certificate or opinion of local counsel from the International Jurisdiction
which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Parent, acting
reasonably;


 


		(e)	is acquiring the Securities as principal for investment only and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly
or indirectly any of the Securities in the United States or to U.S. Persons (as defined herein);



 


		(f)	is outside the United States when receiving and executing this Agreement;



 


		(g)	understands and agrees not to engage in any hedging transactions involving any of the Securities
unless such transactions are in compliance with the provisions of the Act and in each case only in accordance with applicable state
securities laws;



 


		(h)	acknowledges that it has not acquired the Securities as a result of, and will not itself engage
in, any "directed selling efforts" (as defined in Regulation S under the Act) in the United States in respect of any
of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the
Stockholder may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to
the Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided
herein;



 


		(i)	has the legal capacity and competence to enter into and execute this Agreement and to take all
actions required pursuant hereto and, if the Stockholder is a corporation, it is duly incorporated and validly subsisting under
the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained
to authorize execution and performance of this Agreement on behalf of the Stockholder;



 


		(j)	the entering into of this Agreement and the transactions contemplated hereby do not result in the
violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Stockholder,
or of any agreement, written or oral, to which the Stockholder may be a party or by which the Stockholder is or may be bound;



 


		(k)	has duly executed and delivered this Agreement and it constitutes a valid and binding agreement
of the Stockholder enforceable against the Stockholder;



 


		(l)	has received and carefully read this Agreement and this Stockholder Representation Letter;



 




    	C-2



    	 



    

 


		(m)	(i) has adequate net worth and means of providing for its current financial needs and possible
personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment
in the Securities for an indefinite period of time, and can afford the complete loss of such investment;



 


		(n)	has the requisite knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of the investment in the Securities and the Parent, and the Stockholder is providing evidence of
knowledge and experience in these matters through the information requested herein;



 


		(o)	understands and agrees that the Parent and others will rely upon the truth and accuracy of the
acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Stockholder Representation
Letters, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached,
the Stockholder shall promptly notify the Parent;



 


		(p)	is aware that an investment in the Parent is speculative and involves certain risks, including
the possible loss of the investment;



 


		(q)	is purchasing the Securities for its own account for investment purposes only and not for the account
of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial
interest is such Securities, and the Stockholder has not subdivided his interest in the Securities with any other person;



 


		(r)	is not an underwriter of, or dealer in, the shares of the Parent Common Stock, nor is the Stockholder
participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;



 


		(s)	has made an independent examination and investigation of an investment in the Securities and the
Parent and has depended on the advice of its legal and financial advisors and agrees that the Parent will not be responsible in
anyway whatsoever for the Stockholder’s decision to invest in the Securities and the Parent;



 


		(t)	if the Stockholder is acquiring the Securities as a fiduciary or agent for one or more investor
accounts, the Stockholder has sole investment discretion with respect to each such account, and the Stockholder has full power
to make the foregoing acknowledgements, representations and agreements on behalf of such account;



 


		(u)	is not aware of any advertisement of any of the Securities and is not acquiring the Securities
as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;



 


		(v)	no person has made to the Stockholder any written or
oral representations:



 


(i) that any person will
resell or repurchase any of the Securities,


 


(ii) that
any person will refund the purchase price of any of the Securities,


 


(iii) as
to the future price or value of any of the Securities, or


 




    	C-3



    	 



    

 


(iv)
that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or
that application has been made to list and post any of the Parent Common Stock on any stock exchange or automated dealer quotation
system; and


 


		(w)	acknowledges and agrees that the Parent shall not consider
the Stockholder’s unless the Stockholder provides to Parent , along with an executed copy of this Agreement and the Stockholder
Representation Letter, such other supporting documentation that the PParent or its legal counsel may request to establish the
Stockholder’s qualification as a qualified investor.



 


1.2           The
term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the
purpose of the Agreement and this Stockholder Representation Letter includes any person in the United States.


 


[Signature Page Follows]


 




    	C-4



    	 



    

 


	 	STOCKHOLDER
	 	 
	 	 
	 	 
	 	 
	 	Name (Please Type or Print)
	 	 
	 	 
	 	Title (Please Type or Print) (if applicable)
	 	 
	 	 
	 	Street Address
	 	 
	 	 
	 	City, State, Zip Code
	 	 
	 	 
	 	Country
	 	 
	 	 
	 	Social Security Number
	 	(or tax I.D. Number, if an entity)


 




    	C-5



    	 



    

 


COMPANY DISCLOSURE SCHEDULE


 


Schedule 3.2 Subsidiaries N/A


 


Schedule 3.3 Capitalization


 


Registered and issued and outstanding shares
of common stock = 20,000,000 shares, par value HK$1 per share.


 


Schedule 3.7 Absence of Certain Changes
or Events


 


n August 27, 2014, Parent entered into
a contribution agreement (the “Contribution Agreement”) with Cardigant Neurovascular Inc., a Delaware corporation (“Cardigant
Neurovascular”). Pursuant to the Contribution Agreement, the Parent transferred to Cardigant Neurovascular, as a contribution
to capital, all the assets, properties, rights, titles and interests that were used or held for use by the Company for the development
of biologic and peptide based compounds and enhanced methods for local delivery for treatment of vascular disease including peripheral
artery disease and certain cancers except for certain explicitly excluded assets (the “Business”). In connection with
the contribution of the assets, Cardigant Neurovascular assumed from Parent all the liabilities of Parent arising from the Business
prior to the date of the Contribution Agreement and arising from the agreements transferred to it after the date of the Contribution
Agreement except for certain explicitly excluded liabilities. The excluded assets will remain with Parent , which include, among
other things, assets related to the use of HDL nanoparticles as drug delivery vehicles for the treatment of cancer including methods
of production and other know-how necessary to formulate nanoparticles, HepG2 cell lines necessary for assaying the nanoparticle
preps, any drafts of patent applications and methods for determining particle stability and function.


 


On or about August 27, 2014, Parent also
caused all its outstanding warrants and options to be cancelled.


 


Schedule 3.13 Material Agreements


 





	i.	 	Service Agreement with Qiu Wenjing dated December 1, 2013
	 	 	 
	ii.	 	Service Agreement with Cen Wei dated July 1, 2014
	 	 	 
	iii.	 	Service Agreement with Liu Hong Wei dated September 1, 2013
	 	 	 
	iv.	 	Service Agreement with Liu Sheng dated July 1, 2014
	 	 	 
	v.	 	Service Agreement with Liu Zhenying dated September 1, 2013
	 	 	 
	vi.	 	Service Agreement with Li Zishen date July 1,2 013
	 	 	 
	vii.	 	Service Agreement with Sun Yuxiang dated July 1, 2014
	 	 	 
	viii.	 	Service Agreement with Zhang Yue dated September 1, 2013
	 	 	 
	ix.	 	Service Agreement with Zheng Xu dated July 1, 2014




 




    	1



    	 



    

 





	x.	 	Service Agreement with Mao Zengqin dated January 1, 2013
	 	 	 
	xi.	 	Service Agreement with Wang Xuelei dated January 1, 2013
	 	 	 
	xii.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and Xiao Di dated June 1, 2014
	 	 	 
	xiii.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and KWAN Lai Sum dated January 29, 2014
	 	 	 
	xiv.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and Paco Li dated June 12, 2014
	 	 	 
	xv.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and KHOO Chun Lok dated November 25, 2013
	 	 	 
	xvi.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and CHAN Sze dated September 13, 2013
	 	 	 
	xvii.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and CHAN Wai Lok dated November 25, 2013
	 	 	 
	xviii.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and HON Kin Fung dated November 25, 2013
	 	 	 
	xix.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and MAK, Ching Yin dated April 25, 2014
	 	 	 
	xx.	 	Employment Agreement between HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. and WONG Yuen Yee dated October 7, 2013
	 	 	 
	xxi.	 	Lease between Hong Kong Takung Assets and Equity of Artworks Exchange Co., Ltd. and Hongville Limited
	 	 	 
	xxii.	 	Lease between Hong Kong Takung Assets and Equity of Artworks Exchange Co., Ltd. and Lam Yan Brenda







 


Schedule 3.17 Intellectual Property


 


		(b)	Software developed by or for the Company



 


		(i)	Software for Company’s Trading System



 


		(ii)	Software for Company’s Clearing System



 




    	2



    	 



    

 


(c)          any
Software not exclusively owned by the Company and incorporated, embedded or bundled with any Software listed in clause (b) above
(except for commercially available software and so-called “shrink wrap” software licensed to the Company on reasonable
terms through commercial distributors or in consumer retail stores for a license fee of no more than $10,000)


 


(i)          WingLung
Bank Funds clearing software.


 


(ii)         Microsoft
Windows and Office for desktops and servers.


 


Marks


 


	Country	Trademark	Application

    number	Classes	Our
    Ref	Status
	Hong
    Kong		303101679	14,
    16, 35, 36, 42	TM
    HK 1104 - BS000152144	In
    process
	Hong
    Kong
	Hong
    Kong
	Macau		N/090131	14	TM
    MO 0156(1) - BS000152144
	Macau	N/090132	16	TM
    MO 0156(2) - BS000152144
	Macau	N/090133	35	TM
    MO 0156(3) - BS000152144
	Macau	N/090134	36	TM
    MO 0156(4) - BS000152144
	Macau	N/090135	42	TM
    MO 0156(5) - BS000152144
	United
    States	
	86372887	n/a	TM
    US 0203 – BS000152144
	United
    States	86372895	n/a	TM
    US 0204 – BS000152144
	United
    States	86372899	n/a	TM
    US 0205 – BS000152144
	United
    States	86372901	n/a	TM
    US 0206 – BS000152144
	United
    States	86372903	n/a	TM
    US 0207 – BS000152144


 




    	3



    	 



    

 


PARENT DISCLOSURE SCHEDULE


 


Schedule 4.2 Subsidiaries:
None


 


Schedule 4.7 Absence of
Certain Changes


 


None.


 


SCHEDULE 6.4


 


Directors to be Appointed to Parent
(subject to Rule 14f-1)


 


Xiao Di


 


Directors to Resign from Parent (subject
to Rule 14f-1)


 


Jerett Creed


 


Yong Li


 


Lei Wang


 


Officers to be Appointed to Parent


 


Xiao Di, Chief Executive Officer and Chief Financial Officer


 




    	4