Exhibit 4.1


 


STOCK
PURCHASE AGREEMENT


 


 


AMONG


 


BOQI
International medical Inc., as parent,


 


Bimai
Pharmaceutical (Chongqing) Co., Ltd., AS BUYER,


 


WUZHOU
qiangsheng hospital co., ltd., suzhou EURASIA hospital co., ltd. and yunan yuxi minkang hospital co., ltd., AS
THE acquired COMPANies,


 


AND


 


jiangjin
shen and Zhiwei shen, AS SELLERS,


 


DATED


 


April
9, 2021


 




     


     


    

 


TABLE
OF CONTENTS


 





		Page
	1.	DEFINITIONS	1
	2.	SALE
    AND TRANSFER OF SHARES; CLOSING	8
	 	2.1	Shares	8
	 	2.2	Purchase
    Price	8
	 	2.3	Payment
    of Consideration	8
	 	2.4	Closing	8
	 	2.5	Closing
    Obligations	8
	 	2.6	Payment
    of Post-Closing Consideration	9
	3.	REPRESENTATIONS
    AND WARRANTIES OF SELLERS	12
	 	3.1	Title
    to the Shares	12
	 	3.2	Authority	12
	 	3.3	Consents
    Required	12
	4.	REPRESENTATIONS
    AND WARRANTIES OF THE ACQUIRED COMPANIES AND SELLERS	14
	 	4.1	Organization
    and Good Standing	14
	 	4.2	Authority;
    No Conflict	14
	 	4.3	Capitalization	15
	 	4.4	Financial
    Statements	15
	 	4.5	Books
    and Records	16
	 	4.6	Title
    to Properties; Encumbrances	16
	 	4.7	Condition
    and Sufficiency of Assets	16
	 	4.8	Accounts
    Receivable	17
	 	4.9	Inventory	17
	 	4.10	No
    Undisclosed Liabilities	17
	 	4.11	Taxes	17
	 	4.12	No
    Material Adverse Change	18
	 	4.13	Employee
    Benefits	18
	 	4.14	Compliance
    With Legal Requirements; Governmental Authorizations	18
	 	4.15	Legal
    Proceedings; Orders	19
	 	4.16	Absence
    of Certain Changes and Events	19
	 	4.17	Contracts;
    No Defaults	20
	 	4.18	Insurance	21
	 	4.19	Environmental
    Matters	21
	 	4.20	Employees	22
	 	4.21	Labor
    Relations; Compliance	23
	 	4.22	Intellectual
    Property	23
	 	4.23	Healthcare
    Regulatory Matters	24
	 	4.24	Certain
    Payments	24
	 	4.25	Disclosure	24
	 	4.26	Relationships
    With Related Persons	24
	 	4.27	Brokers
    or Finders	25
	5.	REPRESENTATIONS
    AND WARRANTIES OF BUYER	25
	 	5.1	Organization
    and Good Standing	25
	 	5.2	Authority;
    No Conflict	25
	 	5.3	Certain
    Proceedings	25
	 	5.4	Brokers
    or Finders	25





 






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	6.	REPRESENTATIONS AND WARRANTIES OF PARENT	25
	 	6.1 	Stock Exchange Listing	25
	 	6.2 	SEC Filings	25
	7. 	COVENANTS OF SELLERS	26
	 	7.1 	Access and Investigation	26
	 	7.2	Operation of the Businesses of each Acquired Company	26
	 	7.3 	Negative Covenant	26
	 	7.4 	Required Approvals	26
	 	7.5 	Notification	26
	 	7.6 	Payment of Indebtedness by Related Persons	27
	 	7.7 	No Negotiation	27
	 	7.8	Proprietary Information	27
	 	7.9 	Public Announcements	27
	 	7.10 	Stockholder Covenant	27
	 	7.11 	Best Efforts	27
	 	7.12	Release	27
	 	7.13	Confidentiality	27
	8. 	Tax MAtters	28
	 	8.1 	Responsibility for Filing Tax Returns	28
	 	8.2	Cooperation on Tax Matters	29
	 	8.3 	Sales and Transfer Taxes	29
	9. 	CONDITIONS PRECEDENT TO BUYER’S OBLIGATION
    TO CLOSE	29
	 	9.1 	Accuracy of Representations	29
	 	9.2	Sellers’ Performance	29
	 	9.3 	Authorization	29
	 	9.4	Consents and Approvals	29
	 	9.5 	Government Consents, Authorizations, Etc	29
	 	9.6	Additional Documents	30
	 	9.7 	No Proceedings	30
	 	9.8 	No Claim Regarding Stock Ownership or Sale Proceeds	30
	 	9.9 	No Prohibition	30
	 	9.10 	Absence of Material Adverse Change	30
	10. 	CONDITIONS PRECEDENT TO SELLERS’
    OBLIGATION TO CLOSE	30
	 	10.1 	Additional Documents	30
	 	10.2 	Accuracy of Representations	31
	 	10.3 	Buyer’s Performance	31
	 	10.4 	No Injunction	31
	11. 	TERMINATION	31
	 	11.1	Termination Events	31
	 	11.2 	Effect of Termination	31
	12.	INDEMNIFICATION; REMEDIES	32
	 	12.1 	Survival; Right to Indemnification Not Affected By
    Knowledge	32
	 	12.2 	Indemnification and Payment of Damages by Sellers	32
	 	12.3 	Indemnification and Payment of Damages by Sellers Environmental
    Matters	32
	 	12.4 	Indemnification and Payment of Damages by Buyer	33
	 	12.5 	Right of Set-Off	33
	 	12.6	Procedure for Indemnification Third Party Claims	33
	 	12.7	Procedure For Indemnification for Other Claims	34



 



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	13. 	GENERAL PROVISIONS	34
	 	13.1 	Expenses	34
	 	13.2 	Public Announcements	34
	 	13.3 	Confidentiality	35
	 	13.4 	Notices.	35
	 	13.5 	Further Assurances	36
	 	13.6	 Waiver	36
	 	13.7	 Entire Agreement and Modification	36
	 	13.8	Assignments, Successors, and no Third-Party Rights	36
	 	13.9 	Severability	36
	 	13.10 	Section Headings, Construction	37
	 	13.11 	Time of Essence	37
	 	13.12	 Governing Law; Waiver of Jury Trial; Jurisdiction	37
	 	13.13	 Counterparts; Facsimile and Electronic Signatures	38
	 	13.14 	Representation by Counsel	38


 



    iii


     


    

 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 9, 2021 by and among BOQI International
Medical Inc., a company organized under the laws of the state of Delaware, the U.S.A. (“Parent”), Bimai
Pharmaceutical (Chongqing) Co., Ltd., a company organized under the laws of the PRC (“Buyer”), WUZHOU QIANGSHENG HOSPITAL
CO., LTD., a company organized under the laws of the PRC ( “Qiangsheng”), SUZHOU EURASIA HOSPITAL CO., LTD., a company
organized under the laws of the PRC (“Eurasia”), YUNAN YUXI MINKANG HOSPITAL CO., LTD., a company organized under the laws
of the PRC (“Minkang”), Mr. JIANGJIN SHEN, an individual residing in the PRC (“Jiangjin”), and Mr. ZHIWEI SHEN,
an individual residing in the PRC (“Zhiwei”). Qiangsheng, Eurasia and Minkang may be referred to herein individually
as an “Acquired Company” and collectively as the “Acquired Companies.” Jiangjin and Zhiwei may
be referred to herein individually as a “Seller” and collectively as the “Sellers.”


 


RECITALS


 


Whereas,
immediately prior to the Closing, Sellers are the record
and beneficial owners of all the issued and outstanding shares of Qiangsheng (the “Qiangsheng Shares”).


 


Whereas,
immediately prior to the Closing, Sellers are the record
and beneficial owners of all the issued and outstanding shares of Eurasia (the “Eurasia Shares”).


 


Whereas,
immediately prior to the Closing, Sellers are the record
and beneficial owners of all the issued and outstanding shares of Minkang (the “Mingkang Shares”, together with Qiangsheng
Shares and Eurasia Shares, the “Shares”).


 


WHEREAS,
Buyer desires to purchase and acquire from Sellers, and Sellers desire to sell and transfer to Buyer, all the Shares for the consideration
and on the terms set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, and upon the terms and subject to the conditions hereinafter
set forth, the parties hereto, intending to be legally bound, hereby agree as follows:


 


AGREEMENT


 


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


 


1.
DEFINITIONS.


 


For
purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:


 


“2021
Actual Profit” as defined in Section 2.3(a).


 


“2021
Adjustment Amount” as defined in Section 2.3(a).


 


“2021
Financial Statements” as defined in Section 2.6(a).


 


“2021
Profit Statement” as defined in Section 2.6(a).


 


“2021
Profit Statement Delivery Date” as defined in Section 2.6(a).


 




    1


     


    

 


“2021
Pro Rata Percentage” the result of (X) the total number of days from the Closing Date to December 31, 2021, divided by (Y)
365.


 


“2021
Target Profit” as defined in Section 2.3(a).


 


“2022
Actual Profit” as defined in Section 2.3(b).


 


“2022
Adjustment Amount” as defined in Section 2.3(b).


 


“2022
Financial Statements” as defined in Section 2.3(b).


 


“2022
Profit Statement” as defined in Section 2.6(b).


 


“2022
Statement Delivery Date” as defined in Section 2.6(b).


 


“2021
Target Profit” as defined in Section 2.3(b).


 


“Acquired
Companies” as defined in the first paragraph.


 


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


 


“Applicable
Contract” any Contract (a) under which any Acquired Company has or may acquire any rights, (b) under which any
Acquired Company has or may become subject to any obligation or liability, or (c) by which any Acquired Company or any of the assets
owned or used by it is or may become bound.


 


“Benefit
Plan” as defined in Section 4.13.


 


“Best
Efforts” the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure
that such result is achieved as expeditiously as possible.


 


“Breach”
a “Breach” of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement will be deemed to have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure
to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any Person) or
other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation, or other provision,
and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.


 


“Buyer”
as defined in the first paragraph of this Agreement.


 


“Closing”
as defined in Section 2.4.


 


“Closing
Date” as defined in Section 2.4.


 


“Closing
Payment” as defined in Section 2.3(a).


 


“Confidential
Information” means all non-public, confidential or proprietary information of the Acquired Companies, including the Intellectual
Property Assets.


 


“Consent”
any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).


 




    2


     


    

 


“Contemplated
Transactions” means the purchase of the Shares by Buyer and the other transactions contemplated by this Agreement.


 


“Contract”
any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally
binding.


 


“Damages”
as defined in Section 11.2.


 


“Distribution
Compliance Period” as defined in Section 4.27(c).


 


“Encumbrance”
any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other
attribute of ownership.


 


“Environment”
soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and
wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any
other environmental medium or natural resource.


 


“Environmental,
Health, and Safety Liabilities” any cost, damages, expense, liability, obligation, or other responsibility arising from
or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:


 


(a)
any environmental, health, or safety matters or conditions (including on- site or off-site contamination, occupational safety and health,
and regulation of chemical substances or products);


 


(b)
fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response,
investigative, remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;


 


(c)
financial responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including
any investigation, cleanup, removal, containment, or other remediation or response actions (“Cleanup”) required by
applicable Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any
Governmental Body or any other Person) and for any natural resource damages; or


 


(d)
any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health
Law.


 


“Environmental
Law” any Legal Requirement that requires or relates to:


 


(a)
advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials,
violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction,
that could have significant impact on the Environment;


 


(e)
preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;


 


(f) 
reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;


 




    3


     


    

 


(g)
 assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or
the Environment when used or disposed of;


 


(h)
protecting resources, species, or ecological amenities;


 


(i) 
reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially
harmful substances;


 


(j) 
cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention;
or


 


(k)
making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting
self-appointed representatives of the public interest to recover for injuries done to public assets.


 


“Facilities”
any real property, leaseholds, or other interests currently or formerly owned or operated by any Acquired Company and any buildings,
plants, structures, or equipment (including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated
by any Acquired Company.


 


“Final
2021 Profit Statement” as defined in Section 2.6(a).


 


“Final
2022 Profit Statement” as defined in Section 2.6(b).


 


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


 


“Governmental
Body” any:


 


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


 


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


 


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


 


(d)
multi-national organization or body; or


 


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


 


“Hazardous
Activity” the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous
Materials in, on, under, about, or from the Facilities or any part thereof into the Environment, and any other act, business, operation,
or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the Facilities,
or that may affect the value of the Facilities or the Acquired Companies.


 


“Hazardous
Materials” any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined
to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture
or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos
or asbestos-containing materials.


 




    4


     


    

 


“Intellectual
Property Assets” as defined in Section 4.22.


 


“Knowledge”
an individual will be deemed to have “Knowledge” of a particular fact or other matter if:


 


(a)
such individual is actually aware of such fact or other matter; or


 


(b)
a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting
a reasonably comprehensive investigation concerning the existence of such fact or other matter.


 


A
Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual
who is a key employee or is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person
(or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.


 


“Latest
Balance Sheet” as defined in Section 4.4.


 


“Legal
Requirement” any federal, state, local, municipal, foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or treaty.


 


“NASDAQ”
the NASDAQ Stock Market or any of its successor entities.


 


“Net
Profit” with respect to any period, the Revenue less the aggregate amount of the costs of goods sold, operating expenses,
interests expenses, depreciation, amortization, taxes and any other expenses of all the Acquired Companies during such period, calculated
in accordance with generally accepted accounting principles in the U.S.A.


 


“Occupational
Safety and Health Law” any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational
safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations
and insurance companies), designed to provide safe and healthful working conditions.


 


“Option
Exercise Notice” as defined in Section 2.6(d).


 


“Order”
any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative
agency, or other Governmental Body or by any arbitrator.


 


“Ordinary
Course of Business” an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business”
only if:


 


(a)
such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations
of such Person;


 


(b)
such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising
similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person; and


 


(c)
such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or
by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other
Persons that are in the same line of business as such Person.


 




    5


     


    

 


“Organizational
Documents” (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership
agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of
limited partnership of a limited partnership; (d) any charter or similar document adopted or filed in connection with the creation,
formation, or organization of a Person; and (e) any amendment to any of the foregoing.


 


“Parent’s
Shareholders Approval” as defined in Section 2.6 (d).


 


“Parent
Shares” newly-issued shares of common stock, par value $0.001, of Parent.


 


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


 


“PRC”
the People’s Republic of China (excluding, the Hong Kong Special Administrative Region, the Macau Special Administrative Region
and Taiwan).


 


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


 


“Related
Person” with respect to a particular individual:


 


(a) each
other member of such individual’s Family;


 


(b) any
Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;


 


(c) any
Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material
Interest; and


 


(d) any
Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer,
partner, executor, or trustee (or in a similar capacity).


 


With
respect to a specified Person other than an individual:


 


(a) any
Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control
with such specified Person;


 


(b) any
Person that holds a Material Interest in such specified Person;


 


(c) each
Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity);


 


(d) any
Person in which such specified Person holds a Material Interest;


 


(e) any
Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and


 


(f) any
Related Person of any individual described in clause (b) or (c).


 






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For
purposes of this definition, (a) the “Family” of an individual includes (i) the individual, (ii) the
individual’s spouse and former spouses, (iii) any other natural person who is related to the individual or the individual’s
spouse within the second degree, and (iv) any other natural person who resides with such individual, and (b) ”Material
Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
voting securities or other voting interests representing at least 5% of the outstanding voting power of a Person or equity securities
or other equity interests representing at least 5% of the outstanding equity securities or equity interests in a Person.


 


“Release”
any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether
intentional or unintentional.


 


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


 


“Revenue”
with respect to any period, the aggregate payments received during such period (and not refunded during such period) by all the Acquired
Companies from customers and the aggregate payments owed during such period by customers to all the Acquired Companies for products sold
and services provided and not yet received during such period, calculated in accordance with generally accepted accounting principles
in the U.S.A.


 


“Second
Payment” as defined in Section 2.6 (a).


 


“Second
Payment Date” as defined in Section 2.6 (a).


 


“Securities
Act” the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor
law.


 


“Sellers”
as defined in the first paragraph of this Agreement.


 


“Shares”
as defined in the Recitals of this Agreement.


 


“Tax”
any tax (including any income tax, capital gains tax, value-added tax, sales tax, property tax, gift tax, or estate tax), levy, assessment,
tariff, duty (including any customs duty), deficiency, or other fee, and any related charge or amount (including any fine, penalty, interest,
or addition to tax), imposed, assessed, or collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing
agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee.


 


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


 


“Third
Party Auditor” as defined in Section 2.6(a).


 


“Third
Payment” as defined in Section 2.6(b).


 


“Third
Payment Date” as defined in Section 2.6 (b).


 


“Threat
of Release” a substantial likelihood of a Release that may require action in order to prevent or mitigate damage to the
Environment that may result from such Release.


 


“Threatened”
a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement
has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or
any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action, or other
matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.


 


“U.S.A.” the United States
of America.


 






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2.
SALE AND TRANSFER OF SHARES; CLOSING.


 


2.1
Shares. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all right, title and interest in and to the Shares, free
and clear of all Encumbrance.


 


2.2
Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Shares is RMB 162,000,000, payable
in the forms and methods as set forth in Section 2.3 and Section 2.6. The Purchase Price shall be subject to post-Closing
adjustment in accordance with Section 2.6.


 


2.3
Payment of Consideration. The Purchase Price, subject to post-Closing adjustment, shall be paid as follows:


 


(a)
Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer
and delivery of the Shares, (i) cash in the amount of RMB 20,000,000 (the “Closing Cash Payment”), and (ii) 4,000,000
Parent Shares (the “Closing Stock Payment”), the value of which the parties hereto agree to be RMB 78,000,000 or US$12,000,000,
shall be delivered to Sellers at the Closing.


 


(b) Upon
the terms and subject to the conditions of this Agreement, on the Second Payment Date (as defined below), Buyer shall make a cash payment
(the “Second Payment“), the amount of which shall be the result of RMB 32,000,000 minus the amount described in Section
2.6 (a)(v) (the “2021 Adjustment Amount” which may be a positive or negative number), to Sellers.


 


(c) Upon
the terms and subject to the conditions of this Agreement, on the Third Payment Date (as defined below), Buyer shall make a cash payment
(the “Third Payment “), the amount of which shall be the result of RMB 32,000,000 minus the amount descried in Section
2.6 (b)(v) (the “2022 Adjustment Amount” which may be a positive or negative number), to Sellers.


 


2.4
Closing. The purchase and sale (the “Closing”) provided for in this Agreement will take place at such place
and on such date as Buyer and Sellers shall mutually agree (the “Closing Date”), which is no later than two business
days after the date that all closing conditions set forth in Sections 9 and 10 have been satisfied or waived. The Closing
may also be consummated by facsimile, electronically and by other means satisfactory to Buyer, Sellers and their respective counsel.
The Closing shall be deemed to occur as of midnight on the Closing Date.


 


2.5
Closing Obligations. At the Closing:


 


(a)
Sellers will deliver to Buyer


 


(i) 
certificates representing all of the Shares, free and clear of all Encumbrances, duly endorsed in blank or with a fully executed stock
power attached, or duly executed instrument of share transfer with respect to the Shares, all in proper form for transfer and in form
and substance satisfactory to Buyer;


 




    8


     


    

 


(ii)
 evidence that the official records of all Governmental Bodies of the PRC with appropriate jurisdiction have been updated to reflect
Buyer owns, beneficially and on the record, all of the Shares; and


 


(iii)
all other agreements, documents, instruments or certificates required to be delivered by Sellers pursuant to Section 9.6, at or
prior to the Closing; and


 


(b)
Buyer will deliver the Closing Cash Payment, the stock certificates evidencing the Closing Stock Payment and all other agreements, documents,
instruments or certificates required to be delivered by Buyer pursuant to Section 10.1, at or prior to the Closing.


 


2.6
Payment of Post-Closing Consideration.


 


(a)
The Second Payment.


 


(i) 2021 Profit Statement


 


Within
fifteen (15) Business Days after the completion of the financial statements for the calendar year of 2021 for each of the Acquired Companies
(collectively, the “2021 Financial Statements”), Buyer shall provide to Sellers a statement of Buyer’s good
faith calculations of Net Profit for the calendar year of 2021, to be derived from the 2021 Financial Statements (the “2021
Profit Statement”). Buyer shall provide to Sellers materials as reasonably required to support such 2021 Profit Statement.


 


(ii)
Objection Period


 


Within
fifteen (15) days following delivery of the 2021 Profit Statement, Sellers shall notify Buyer in writing if they have any objections
to the 2021 Profit Statement. The notice of objection must state in reasonable detail the basis of each objection and the approximate
amounts in dispute. Sellers shall be deemed to have accepted the 2021 Profit Statement delivered to them if Sellers do not notify Buyer
of any objection within such period of fifteen (15) days.


 


(iii)
Settlement of Dispute


 


If
Sellers dispute the 2021 Profit Statement in accordance with Section 2.6(a)(ii), then Buyer and Sellers will work expeditiously
and in good faith in an attempt to resolve such dispute within a further period of fifteen (15) days after the date of the notification
of such dispute, failing which the dispute may be submitted by Buyer for final determination to one (1) reputable accounting firm jointly
chosen by Buyer and Sellers (with which neither Party or their respective Affiliates, have any relationship) (the “Third Party
Auditor”). Buyer and Sellers shall use commercially reasonable efforts to cause the Third Party Auditor to complete its work
within forty-five (45) days of their engagement. The Third Party Auditor shall allow each of Buyer and Sellers to present their respective
positions regarding the 2021 Profit Statement, and each of Buyer and Sellers shall have the right to present additional documents, materials
and other information, and make an oral presentation to the Third Party Auditor regarding the dispute. The Third Party Auditor may not
assign a value to any item greater than the greatest value for such item claimed by


 


Buyer
or Sellers, as the case may be, or less than the least value for such item claimed by Buyer or Sellers, as the case may be.


 




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(iv)   
Final Determination


 


Promptly
following the time periods referred in Section 2.6(a)(ii) during which no notice of objection was given or any dispute was resolved
in accordance with Section 2.6(a)(iii), as the case may be, Buyer shall deliver to Sellers a final version of the 2021 Profit
Statement (the “Final 2021 Profit Statement”) (the date of such delivery, the “2021 Profit Statement Delivery
Date”). The Final 2021 Profit Statement shall be final and binding upon the parties upon delivery thereof and shall not be
subject to appeal, absent manifest error.


 


(v)
Adjustment to the Second Payment


 


(A) If
the value of Net Profit as shown in the Final 2021 Statement (the “2021 Actual Profit”) equals or exceeds RMB 10,000,000
multiplied by the 2021 Pro Rata Percentage (the “2021 Profit Target”), the 2021 Adjustment Amount shall be 0.


 


(B) If
the value of the 2021 Actual Profit is less than the 2021 Profit Target, the 2021 Adjustment Amount shall be the result of RMB 32,000,000
× ((2021 Profit Target - 2021 Actual Profit) /2021 Profit Target).


 


(vi)   
Payment of the Second Payment.


 


The
Second Payment, as adjusted pursuant to Section 2.6(a)(v), shall be paid to Sellers within five (5) days of the 2021 Profit Statement
Delivery Date (the “Second Payment Date”), unless otherwise agreed upon by the parties or required by provisions of
this Agreement.


 


(b)
The Third Payment.


 


(i) 
2022 Profit Statement


 


Within
fifteen (15) Business Days after the completion of the financial statements for the calendar year of 2021 for each of the Acquired Companies
(collectively, the “2022 Financial Statements”), Buyer shall provide to Sellers a statement of Buyer’s good
faith calculations of Net Profit for the calendar year of 2022, to be derived from the 2022 Financial Statements (the “2022
Profit Statement”). Buyer shall provide to Sellers materials as reasonably required to support such 2022 Profit Statement.


 


(ii)
Objection Period


 


Within
fifteen (15) days following delivery of the 2022 Profit Statement, Sellers shall notify Buyer in writing if they have any objections
to the 2022 Profit Statement. The notice of objection must state in reasonable detail the basis of each objection and the approximate
amounts in dispute. Sellers shall be deemed to have accepted the 2022 Profit Statement delivered to them if Sellers do not notify Buyer
of any objection within such period of fifteen (15) days.


 






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(iii)
Settlement of Dispute


 


If
Sellers dispute the 2022 Profit Statement in accordance with Section 2.6(b)(ii), then Buyer and Sellers will work expeditiously
and in good faith in an attempt to resolve such dispute within a further period of fifteen (15) days after the date of the notification
of such dispute, failing which the dispute may be submitted by Buyer for final determination to the Third Party Auditor. Buyer and Sellers
shall use commercially reasonable efforts to cause the Third Party Auditor to complete its work within forty-five (45) days of their
engagement. The Third Party Auditor shall allow each of Buyer and Sellers to present their respective positions regarding the 2022 Profit
Statement, and each of Buyer and Sellers shall have the right to present additional documents, materials and other information, and make
an oral presentation to the Third Party Auditor regarding the dispute. The Third Party Auditor may not assign a value to any item greater
than the greatest value for such item claimed by Buyer or Sellers, as the case may be, or less than the least value for such item claimed
by Buyer or Sellers, as the case may be.


 


(iv)   
Final Determination


 


Promptly
following the time periods referred in Section 2.6 (b)(ii) during which no notice of objection was given or any dispute was resolved
in accordance with Section 2.6(b)(iii), as the case may be, Buyer shall deliver to Sellers a final version of the 2022 Profit
Statement (the “Final 2022 Profit Statement”) (the date of such delivery, the “2022 Profit Statement Delivery
Date”). The Final 2022 Profit Statement shall be final and binding upon the parties upon delivery thereof and shall not be
subject to appeal, absent manifest error.


 


(v)
Adjustment to the Third Payment


 


(A) If
the value of Net Profit as shown in the Final 2022 Profit Statement (the “2022 Actual Profit”) equals or exceeds RMB
11,000,000 (the “2022 Profit Target”), the 2022 Adjustment Amount shall be 0.


 


(B) If
the value of the 2022 Actual Profit is less than the 2022 Profit Target, the 2022 Adjustment Amount shall be the result of RMB 32,000,000
× ((2022 Profit Target - 2022 Actual Profit) /2022 Profit Target).


 


(vi)   
Payment of the Third Payment.


 


The
Third Payment, as adjusted pursuant to Section 2.6(b)(v), shall be paid to Sellers within five (5) days of the 2022 Profit Statement
Delivery Date (the “Third Payment Date”), unless otherwise agreed upon by the parties or required by the provisions
of this Agreement.


 




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(c)
 Method of Payment.


 


All
payments under this Agreement shall be made by wire transfer of immediately available funds. No later than five (5) business days before
the date that any portion of the Purchase Price payable in cash is due to be paid to Sellers, Sellers shall deliver to Buyer a flow of
funds schedule and the wire instructions for the account into which the amount payable is to be paid.


 


(d)
Buyer’s Option.


 


Notwithstanding
anything to the contrary contained herein, Buyer may elect, at its sole discretion, to have the Second Payment and/or the Third Payment
paid in the form of the Parent Shares, by delivering a written notice about Buyer’s exercise of this option (the “Option
Exercise Notice”), to Sellers simultaneously with the delivery of the Final 2021 Profit Statement, or the Final 2022 Profit
Statement, as the case may be. The number of the Parent Shares to be issued as payments under this Section 2.6(d) shall be the
result of the amount of the Second Payment or the Third Payment, as the case may be, divided by $3.00. Notwithstanding anything to the
contrary further, if the issuance of the Parent Shares pursuant to this Section 2.6(d) must be approved by Parent’s shareholders
(the “Parent’s Shareholders Approval”), such Parent Shares shall not be issued to Sellers unless and until the
Parent’s Shareholders Approval has been obtained. In the event the Parent’s Shareholders Approval becomes necessary pursuant
to the foregoing sentence, the Second Payment Date or the Third Payment Date, as the case may be, shall be extended until the fifteenth
(15th) date after the Parent’s Shareholders Approval has been received. If the Parent’s Shareholders Approval has not been
received within one (1) year after Buyer delivers the Option Exercise Note, the Second Payment or the Third Payment, as the case may
be, shall be paid in Cash to Sellers immediately.


 


		3.	REPRESENTATIONS
AND WARRANTIES OF SELLERS.



 


Sellers
jointly and severally represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows


 


3.1
Title to the Shares. Sellers are the lawful owners, of record and beneficially of the Shares and have good and marketable title
to the Shares, free and clear of all Encumbrances whatsoever. Except for this Agreement, there are no agreements or understandings between
either Seller and any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to the Shares
and no restriction on the voting rights and other incidents of record or beneficial ownership pertaining thereto. There are no Proceedings
or Orders pending or, to the Knowledge of each Seller, threatened by or against either Seller relating to the Shares.


 


3.2
Authority. Each Seller has all requisite power and authority to execute, deliver and perform such Seller’s obligations under
this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered
by each Seller, and constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its
terms.


 


3.3
Consents Required. No consent, permit, approval, Order or authorization of or by, registration, declaration or filing with, or notification
to any Governmental Body is required by or with respect to each Seller in connection with the execution and delivery of this Agreement
and consummation by such Seller of the transactions contemplated hereby.Investment Representations. Each Seller represents that he/she
is not a U.S. person, and further represents and warrants to Buyer as follows:


 


(a)
At the time of (a) the offer of Parent Shares by the Buyer and (b) the acceptance of the offer by such Seller, of the Parent Shares,
Seller was outside the United States.


 




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(b)
 Seller is acquiring the Parent Shares for Seller’s own account, for investment and not for distribution or resale to others and
is not purchasing the Parent Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person,
in violation of the registration requirements of the Securities Act.


 


(c)
Seller will make all subsequent offers and sales of the Parent Shares either (x) outside of the United States in compliance with Regulation
S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities
Act. Specifically, such person or entity will not resell the Parent Shares to any U.S. person or within the United States prior to the
expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities
Act.


 


(d)
Seller has no present intention to sell the Parent Shares in the United States or to a U.S. person at any predetermined time, has made
no predetermined arrangements to sell the Parent Shares and is not acting as a Distributor of such securities.


 


(e)
Seller, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into,
or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Parent Shares
at any time after the Closing Date through the Distribution Compliance Period.


 


(f) 
Seller consents to the placement of a legend on any certificate or other document evidencing the Parent Shares substantially in the form
set forth in Section 6.14 of this Agreement.


 


(g)
 Seller is not acquiring the Parent Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme
to evade the registration provisions of the Securities Act.


 


(h)
Seller has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such
person’s or entity’s interests in connection with the transactions contemplated by this Agreement.


 


(i) 
Seller has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its
investment in the Parent Shares.


 


(j) 
Seller understands the various risks of an investment in the Parent Shares and can afford to bear such risks for an indefinite period
of time, including, without limitation, the risk of losing its entire investment in the Parent Shares.


 


(k)
Seller has had access to Buyer’s publicly filed reports with the SEC and has been furnished during the course of the transactions
contemplated by this Agreement with all other public information regarding the Buyer that such person or entity has requested and all
such public information is sufficient for such person or entity to evaluate the risks of investing in the Parent Shares.


 


(l) 
Seller has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the
issuance of the Parent Shares.


 


(m)
Seller is not relying on any representations and warranties concerning Buyer made by the Buyer or any officer, employee or agent of Buyer,
other than those contained in this Agreement.


 




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(n)
 Seller will not sell or otherwise transfer the Parent Shares unless either (A) the transfer of such securities is registered under the
Securities Act or (B) an exemption from registration of such securities is available.


 


(o)
Seller represents that the address furnished on its signature page to this Agreement is the principal residence of Seller.


 


(p)
Seller understands and acknowledges that the Parent Shares have not been recommended by any federal or state securities commission or
regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning
the Buyer that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.


 


(q)
Seller is an Accredited Investor as that term is defined in Regulation D of the Securities Exchange Act, and is able to protect its interests
in connection with the acquisition of the Parent Shares and can bear the economic risk of investment in such securities without producing
a material adverse change in respect of Seller’s financial condition. Seller has such knowledge and experience in financial or
business matters that Seller is capable of evaluating the merits and risks of the investment in the Parent Shares


 


 4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND SELLERS



 


The
Acquired Companies and Sellers jointly and severally represent and warrant to Buyer as of the date hereof and as of the Closing Date
as follows:


 


4.1
Organization and Good Standing.


 


(a)
Each Acquired Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with
full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that
it purports to own or use, and to perform all of its obligations in the Ordinary Course of Business and under its contracts. Each Acquired
Company is duly qualified to do business as a foreign company and is in good standing under the laws of each country, territory or other
jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by
it, requires such qualification.


 


(b)
Sellers have delivered to Buyer copies of the Organizational Documents of each Acquired Company, as currently in effect.


 


4.2
Authority; No Conflict.


 


(a)
This Agreement constitutes the legal, valid, and binding obligation of each Acquired Company, enforceable against each Acquired Company
in accordance with its terms. Sellers and the Acquired Companies have the absolute and unrestricted right, power, authority, and capacity
to execute and deliver this Agreement and the other documents required to be delivered hereunder and to perform their obligations under
this Agreement.


 






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(b)
Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time):


 


(i) 
 contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any Acquired Company,
or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;


 


(ii)
contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the
Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired
Company or Seller, or any of the assets owned or used by any Acquired Company, may be subject;


 


(iii)
contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to
revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that
otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;


 


(iv)
cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;


 


(v)
cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;


 


(vi)
contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default
or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;
or


 


(vii)
result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company.


 


None
of the Sellers and the Acquired Companies is or will be required to give any notice to or obtain any consent from any Person in connection
with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


 


4.3
Capitalization. Sellers are and will be on the Closing Date the record and beneficial owner and holder of the Shares, free and
clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity
securities of any Acquired Company. All the outstanding equity securities of each Acquired Company have been duly authorized and validly
issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities
or other securities of any Acquired Company. None of the outstanding equity securities or other securities of any Acquired Company was
issued in violation of the Securities Act or any other Legal Requirement. None of the Acquired Companies owns, or has any Contract to
acquire, any equity securities or other securities of any Person (other than the Acquired Company) or any direct or indirect equity
or ownership interest in any other business.


 


4.4
Financial Statements. Sellers have delivered to Buyer the unaudited consolidated balance sheets of each Acquired Company as at
March 31, 2021 (the “Latest Balance Sheet”) and December 31, 2020, and the related consolidated statements of income,
changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, including the notes thereto. Such financial
statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and
cash flow of each Acquired Company as at the respective dates of and for the periods referred to in such financial statements. The financial
statements referred to in this Section 4.4 reflect the consistent application of such accounting principles throughout the periods
involved.


 




    15


     


    

 


4.5
 Books and Records. The books of account, minute books, stock record books, and other records of each Acquired Company, all of
which have been made available to Buyer, are complete and correct. The minute books of each Acquired Company contain accurate and complete
records of all meetings held, and corporate action taken by, the stockholders, the Boards of Directors, and committees of the Boards
of Directors of each Acquired Company, and no meeting of any such stockholders, Board of Directors, or committee has been held for which
minutes have not been prepared and are not contained in such minute books. At the Closing, all those books and records will be in the
possession of each Acquired Company.


 


4.6
Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments
(as recorded) by which each Acquired Company acquired all real property, leaseholds, or other interests owned by it, and copies of all
title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or each Acquired Company and relating to such
property or interests. Each Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters
permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that
they purport to own located in the facilities owned or operated by such Acquired Company or reflected as owned in the books and records
of such Acquired Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property
sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and
assets purchased or otherwise acquired by each Acquired Company since the date of the Latest Balance Sheet (except for personal property
acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material
properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property,
subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with
respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified
liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a
default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the
date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect
to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for
current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is
substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations
of each Acquired Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use
of the property subject thereto. All buildings, plants, and structures owned by each Acquired Company lie wholly within the boundaries
of the real property owned by each Acquired Company and do not encroach upon the property of, or otherwise conflict with the property
rights of, any other Person.


 


4.7
Condition and Sufficiency of Assets. The buildings, plants, structures, and equipment of each Acquired Company are structurally
sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings,
plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not
material in nature or cost. The building, plants, structures, and equipment of each Acquired Company are sufficient for the continued
conduct of each Acquired Company’s businesses after the Closing in substantially the same manner as conducted prior to the Closing.


 






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4.8
Accounts Receivable. All accounts receivable of each Acquired Company that are reflected on the Latest Balance Sheet or on the
accounting records of each Acquired Company as of the Closing Date (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.
Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the
respective reserves shown on the Latest Balance Sheet or on the accounting records of each Acquired Company as of the Closing Date (which
reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent
a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Latest Balance Sheet represented
of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable
in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any
set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off,
other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the
amount or validity of such Accounts Receivable.


 


4.9
Inventory. All inventory of each Acquired Company, whether or not reflected in the Latest Balance Sheet, consists of a quality
and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all
of which have been written off or written down to net realizable value in the Latest Balance Sheet or on the accounting records of each
Acquired Company as of the Closing Date, as the case may be. The quantities of each item of inventory (whether raw materials, work-in-process,
or finished goods) are not excessive, but are reasonable in the present circumstances of each Acquired Company.


 


4.10
No Undisclosed Liabilities. None of the Acquired Companies has any liabilities or obligations of any nature (whether known or
unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against
in the Latest Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.


 


4.11
Taxes.


 


(a)
Each Acquired Company has filed or caused to be filed on a timely basis through the date hereof all Tax Returns that are or were required
to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Legal
Requirements. Sellers have delivered or made available to Buyer copies of all such Tax Returns filed for its three most recent completed
Tax years. Each Acquired Company has paid, or made provision for the payment of, all Taxes that have or may have become due pursuant
to those Tax Returns or otherwise, or pursuant to any assessment received by Sellers or each Acquired Company.


 


(b)
The charges, accruals, and reserves with respect to Taxes on the respective books of each Acquired Company are adequate and are at least
equal to each Acquired Company’s liability for Taxes. There exists no proposed tax assessment against any Acquired Company except
as disclosed in the Latest Balance Sheet.


 


(c)
All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and,
to the extent required, have been paid to the proper Governmental Body or other Person.


 


(d)
All Tax Returns filed by (or that include on a consolidated basis) each Acquired Company are true, correct, and complete. There
is no tax sharing agreement that will require any payment by each Acquired Company after the date of this Agreement.


 


(e)
None of the Acquired Companies has received any notice that any of its Tax Returns has been examined by any Governmental Body within
the past 6 years.


 






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4.12
No Material Adverse Change. Since the date of the Latest Balance Sheet, there has not been any material adverse change in the
business, operations, properties, prospects, assets, or condition of each Acquired Company, and no event has occurred or circumstance
exists that may result in such a material adverse change.


 


4.13
 Employee Benefits. Sellers have delivered to Buyer a complete list of employee benefit plans (the “Benefit Plan”)
of each Acquired Company. With respect to each Benefit Plan, each Acquired Company has heretofore made available to Buyer correct and
complete copies of each of the following documents: (a) the Benefit Plan and all related documents (including all amendments thereto),
(b) the summary plan description prepared for each such Benefit Plan (including all amendments thereto) and (c) all Contracts
with third-party administrators, actuaries, investment managers, consultants or other independent contractors related to each such Benefit
Plan. Each Benefit Plan has been administered and operated in material compliance with its terms, and the requirements of all applicable
Legal Requirements.


 


4.14
Compliance With Legal Requirements; Governmental Authorizations.


 


(a)
Each of the Acquired Companies has been and is in full compliance with each Legal Requirement that is or was applicable to it or to the
conduct or operation of its business or the ownership or use of any of its assets;


 


(b)
No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in
a violation by any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement, or (B) may
give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial
action of any nature; and


 


(c)
None of the Acquired Companies has received, any notice or other communication (whether oral or written) from any Governmental Body
or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal
Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or
to bear all or any portion of the cost of, any remedial action of any nature.


 


(d)
Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or
to any of the assets owned or used by, each Acquired Company is valid and in full force and effect.


 


(e)
Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held
or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;


 


(f) 
No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly
or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization held or required
to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result
directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental
Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets
owned or used by, it;


 


(g)
None of the Acquired Companies has received, any notice or other communication (whether oral or written) from any Governmental Body
or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or
requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension,
cancellation, termination of, or modification to any Governmental Authorization; and


 






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(h)
All applications required to have been filed for the renewal of the Governmental Authorizations referred to above have been duly filed
on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental
Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.


 


Each
Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct
and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to
own and use their assets in the manner in which they currently own and use such assets.


 


4.15
Legal Proceedings; Orders.


 


(a)
There is no pending Proceeding that has been commenced by or against any Acquired Company or that otherwise relates to or may affect
the business of, or any of the assets owned or used by, any Acquired Company; or that challenges, or that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and each
Acquired Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may
give rise to or serve as a basis for the commencement of any such Proceeding.


 


(b)
There is no Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company, is subject. Neither Seller
is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company. To the Knowledge
of each Seller and each Acquired Company, no officer, director, agent, or employee of any Acquired Company is subject to any Order that
prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the
business of such Acquired Company.


 


(c)
Each Acquired Company is, in full compliance with of the terms and requirements of each Order to which it, or any of the assets owned
or used by it, is or has been subject. No event has occurred or circumstance exists that may constitute or result in (with or without
notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Acquired Company,
or any of the assets owned or used by any Acquired Company, is subject. None of the Acquired Companies has received, any notice or other
communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible,
or potential violation of, or failure to comply with, any term or requirement of any Order to which any Acquired Company, or any of the
assets owned or used by any Acquired Company, is or has been subject.


 


4.16
Absence of Certain Changes and Events. Since the date of the Latest Balance Sheet, each Acquired Company has conducted their businesses
only in the Ordinary Course of Business and there has not been any:


 


(a)
change in any Acquired Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital
stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase,
redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment
of any dividend or other distribution or payment in respect of shares of capital stock;


 


(b)
amendment to the Organizational Documents of any Acquired Company;


 


(c)
payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or
(except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director,
officer, or employee;


 




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(d)
 adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance,
pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company;


 


(e)
damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and
adversely affecting the properties, assets, business, financial condition, or prospects of any Acquired Company, taken as a whole;


 


(f) 
entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative,
joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to
any Acquired Company of at least $10,000.00;


 


(g)
sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any
Acquired Company or mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset or property of any Acquired
Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets;


 


(h)
cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000.00;


 


(i) 
material change in the accounting methods used by any Acquired Company; or


 


(j) 
agreement, whether oral or written, by any Acquired Company to do any of the foregoing.


 


4.17
Contracts; No Defaults. Sellers have delivered to Buyer copies, including all schedules, exhibits and amendments, of all Contracts
to which any Acquired Company is a party or to which the business of any Acquired Company is subject involving either (a) obligations
(contingent or otherwise) of, or the possibility of payments to, any Acquired Company in excess of $10,000.00, (b) actual or
purported restrictions on the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic
area during any period of time, or (c) actual or purported restrictions on the prices any Acquired Company may charge for its products
or services. Each Material Contract is valid and binding on each Applicable Acquired Company in accordance with its terms and is in full
force and effect. None of the Acquired Companies is in material breach or violation of any Material Contract and no event has occurred
which, with the giving of notice or the passage of time, would result in a default or violation thereunder. To each Seller’s and
each Applicable Acquired Company’s Knowledge, no other party to any Material Contract is in material breach or violation of that
Contract and no event has occurred which, with the giving of notice or the passage of time, would result in a default or violation thereunder.
Sellers and each Applicable Acquired Company have no reason to believe that there is a reasonable likelihood that any party to any Material
Contract will be unable to or will choose to not comply with the terms of any Material Contract. None of the Acquired Companies has received
from any party to a Material Contract any notice of any intention to terminate any Material Contract. All Contracts of each Applicable
Acquired Company relating to the sale, design, manufacture, or provision of products or services by each Applicable Acquired Company
have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert
with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.


 






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4.18
Insurance.


 


(a)
Sellers have delivered to Buyer: true and complete copies of all policies of insurance to which each Acquired Company is a party or under
which such Acquired Company, or any director of such Acquired Company, is or has been covered at any time within the years preceding
the date of this Agreement; insurance; and true and complete copies of all pending applications for policies of any statement by the
auditor of such Acquired Company’s financial statements with regard to the adequacy of such entity’s coverage or of the reserves
for claims.


 


(b)
All policies to which each Acquired Company is a party or that provide coverage to such Acquired Company, or any director or officer
of such Acquired Company: (A) are valid, outstanding, and enforceable; (B) are issued by an insurer that is financially sound
and reputable; (C) taken together, provide adequate insurance coverage for the assets and the operations of such Acquired Company
for all risks to which such Acquired Company is normally exposed; (D) are sufficient for compliance with all Legal Requirements
and Contracts to which such Acquired Company is a party or by which any of them is bound; (E) will continue in full force and effect
following the consummation of the Contemplated Transactions; and (F) do not provide for any retrospective premium adjustment or
other experienced-based liability on the part of such Acquired Company.


 


(c)
Neither Seller nor any Acquired Company has received (A) any refusal of coverage or any notice that a defense will be afforded with
reservation of rights, or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full
force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder.


 


(d)
Each Acquired Company has paid all premiums due, and have otherwise performed all their respective obligations, under each policy to
which such Acquired Company is a party or that provides coverage to such Acquired Company or director thereof.


 


(e)
Each Acquired Company has given notice to the insurer of all claims that may be insured thereby.


 


4.19
Environmental Matters.


 


(a)
Each Acquired Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under,
any Environmental Law. Neither Sellers nor any Acquired Company has any basis to expect, nor has any of them or any other Person for
whose conduct they are or may be held to be responsible received, any actual or Threatened order, notice, or other communication from
(i) any Governmental Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator
of any Facilities, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened
obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or
any other properties or assets (whether real, personal, or mixed) in which either Seller or any Acquired Company has had an interest,
or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported,
used, or processed by either Seller, any Acquired Company, or any other Person for whose conduct they are or may be held responsible,
or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


(b)
There are no pending or Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental, Health,
and Safety Liabilities or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Facilities or any
other properties and assets (whether real, personal, or mixed) in which either Seller or any Acquired Company has or had an interest.


 






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(c)
Neither Sellers nor any Acquired Company has any basis to expect, nor has any of them or any other Person for whose conduct they are
or may be held responsible, received, any citation, directive, inquiry, notice, Order, summons, warning, or other communication that
relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental
Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities
with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which either Seller
or any Acquired Company had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured,
refined, transferred, imported, used, or processed by either Seller, any Acquired Company, or any other Person for whose conduct they
are or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received.


 


(d)
Neither Sellers nor any Acquired Company, or any other Person for whose conduct they are or may be held responsible, has any Environmental,
Health, and Safety Liabilities with respect to the Facilities or , to the Knowledge of each Seller and Acquired Company, with respect
to any other properties and assets (whether real, personal, or mixed) in which either Seller or any Acquired Company (or any predecessor),
has or had an interest, or at any property geologically or hydrologically adjoining the Facilities or any such other property or assets.


 


(e)
There are no Hazardous Materials present on or in the Environment at the Facilities or at any geologically or hydrologically adjoining
property, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps,
equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water,
sumps, or any other part of the Facilities or such adjoining property, or incorporated into any structure therein or thereon. No Seller,
any Acquired Company, any other Person for whose conduct they are or may be held responsible, or any other Person, has permitted or conducted,
or is aware of, any Hazardous Activity conducted with respect to the Facilities or any other properties or assets (whether real, personal,
or mixed) in which either Seller or any Acquired Company has or had an interest.


 


(f) 
There has been no Release or, to the Knowledge of each Seller and Acquired Company, Threat of Release, of any Hazardous Materials at
or from the Facilities or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced,
imported, used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in
which either Seller or any Acquired Company has or had an interest, or any geologically or hydrologically adjoining property, whether
by either Seller, any Acquired Company, or any other Person.


 


(g)
Sellers have delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed
or initiated by Sellers or any Acquired Company pertaining to Hazardous Materials or Hazardous Activities in, on, or under the Facilities,
or concerning compliance by Sellers, each Acquired Company, or any other Person for whose conduct they are or may be held responsible,
with Environmental Laws.


 


4.20
Employees.


 


(a)
Sellers have provided to Buyer a complete and accurate list of the following information for each employee, officer or director of each
Acquired Company, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid
or payable and any change in compensation since January 1, 2018; vacation accrued; and service credited for purposes of vesting and eligibility
to participate under each Acquired Company’s pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock
bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance,
medical, welfare, or vacation plan or any other employee benefit plan).


 






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(b)
No employee or director of any Acquired Company is a party to, or is otherwise bound by, any agreement or arrangement, including any
confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person (the “Proprietary
Rights Agreement”) that in any way adversely affects or will affect (i) the performance of his duties as an employee or
director of any Acquired Company, or (ii) the ability of any Acquired Company to conduct its business, including any Proprietary
Rights Agreement with Sellers or any Acquired Company by any such employee or director. To each Seller’s Knowledge, no director,
officer, or other key employee of any Acquired Company intends to terminate his employment with such Acquired Company.


 


4.21
Labor Relations; Compliance. None of the Acquired Companies is a party to any collective bargaining or other labor Contract. There
is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee
grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement
pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with any relevant
Governmental Body, organizational activity, or other labor or employment dispute against or affecting any Acquired Company or its premises,
or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could
provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no
such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating
to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment
of social security and similar taxes, occupational safety and health, and plant closing. None of the Acquired Companies is liable for
the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any
of the foregoing Legal Requirements.


 


4.22
Intellectual Property.


 


(a)
Intellectual Property Assets. The term “Intellectual Property Assets” includes: (i) fictional business names,
trading names, registered and unregistered trademarks, service marks, and applications; (ii) all patents, patent applications, and
inventions and discoveries that may be patentable; (iii) all copyrights in both published works and unpublished works; (iv) all
rights in mask works; and (v) all know-how, trade secrets, confidential information, customer lists, software, technical information,
data, process technology, plans, drawings, and blue prints; owned, used, or licensed by any Acquired Company as licensee or licensor.


 


(b)
Agreements. Sellers have provided to Buyer copies of all Contracts relating to the Intellectual Property Assets to which each
Acquired Company is a party or by which each Acquired Company is bound, except for any license implied by the sale of a product and perpetual,
paid-up licenses for commonly available software programs with a value of less than $10,000.00 under which each Acquired Company is the
licensee. There are no outstanding and no Threatened disputes or disagreements with respect to any such agreement.


 


(c)
Necessary for the Business. The Intellectual Property Assets are all those necessary for the operation of each Acquired Company’s
businesses as they are currently conducted. Each Acquired Company is the owner of all right, title, and interest in and to each of the
Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims,
and has the right to use without payment to a third party all of the Intellectual Property Assets. All former and current employees of
each Acquired Company have executed written Contracts with such Acquired Company that assign to such Acquired Company all rights to any
inventions, improvements, discoveries, or information relating to the business of such Acquired Company. No employee of any Acquired
Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged
or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than such Acquired Company.


 




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4.23
 Healthcare Regulatory Matters.


 


(a)
Compliance with Health Care Law. Each Acquired Company, is, and since January 1, 2016 has been, in compliance with all Legal Requirement
of any Governmental Entity to which it is subject with respect to health care regulatory matters.


 


(b)
Employees and Physician’s Privileges. To each Seller’s and each Acquired Company’s Knowledge, since January
1, 2016, (i) no employee of any Acquired Company has been terminated, and no physician's privileges have been terminated, as a result
of such person having committed a crime or violated any Legal Requirement of any Governmental Entity, and (ii) no such person has resigned
voluntarily in such circumstances in order to avoid termination


 


4.24
Certain Payments.


 


Neither
any Acquired Company or director, officer, agent, or employee of such Acquired Company, or to each Seller’s or each Acquired Company’s
Knowledge any other Person associated with or acting for or on behalf of such Acquired Company, has directly or indirectly (a) made
any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless
of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable
treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect
of such Acquired Company or any Affiliate of such Acquired Company, or (iv) in violation of any Legal Requirement, (b) established
or maintained any fund or asset that has not been recorded in the books and records of such Acquired Company


 


4.25
Disclosure.


 


(a)
No representation or warranty of Sellers or Acquired Companies in this Agreement omits to state a material fact necessary to make the
statements herein or therein, in light of the circumstances in which they were made, not misleading.


 


(b)
There is no fact known to Sellers or Acquired Companies that has specific application to Sellers or any Acquired Company (other than
general economic or industry conditions) and that materially adversely affects or, as far as Sellers can reasonably foresee, materially
threatens, the assets, business, prospects, financial condition, or results of operations of any Acquired Company (on a consolidated
basis) that has not been set forth in this Agreement.


 


4.26
Relationships With Related Persons. Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired
Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property
(whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business.
Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next
to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other
financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction
with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired
Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with
any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”)
in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing
Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of
each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.


 




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4.27
 Brokers or Finders. Sellers and their agents have incurred no obligation or liability, contingent or otherwise, for brokerage
or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.


 


5.
REPRESENTATIONS AND WARRANTIES OF BUYER.


 


Buyer
represents and warrants to Sellers as of the date hereof and as of the Closing Date as follows:


 


5.1
Organization and Good Standing. Buyer is a corporation organized, validly existing, and in good standing under the laws of PRC.


 


5.2
Authority; No Conflict.


 


(a)
This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations
under this Agreement.


 


(b)
Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions
by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant
to: (i) any provision of Buyer’s Organizational Documents; (ii) any resolution adopted by the board of directors or the
stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject or bound.


 


(c)
No consent, permit, approval, Order or authorization of or by, registration, declaration or filing with, or notification to any Governmental
Body is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and consummation by Buyer
of the transactions contemplated hereby, except for such filings as may be required to be made to NASDAQ.


 


5.3
Certain Proceedings. There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the
effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s
Knowledge, no such Proceeding has been Threatened.


 


5.4
Brokers or Finders. Buyer and its officers and agents have incurred no obligation or liability, contingent or otherwise, for brokerage
or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.


 


6.
REPRESENTATIONS AND WARRANTIES OF PARENT


 


Parent
represents and warrants to Sellers as follows:


 


6.1
Stock Exchange Listing. The Parent Shares, upon the issuance thereof to Seller under this Agreement, will be duly authorized for
listing on NASDAQ, subject to all necessary regulatory approvals. Parent is not in default in any material respect of any of the listing
or other requirements of NASDAQ.


 


6.2
SEC Filings. Parent has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports,
schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to
be filed or furnished by it with the SEC since January 1, 2019, not necessarily on a timely basis.


 






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7.
COVENANTS OF SELLERS


 


7.1
 Access and Investigation. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired
Company and its Representatives to, (a) afford Buyer and its Representatives (collectively, “Buyer’s Advisors”)
full and free access to each Acquired Company’s personnel, properties (including subsurface testing), contracts, books and records,
and other documents and data, (b) furnish Buyer and Buyer’s Advisors with copies of all such contracts, books and records,
and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer’s Advisors with such
additional financial, operating, and other data and information as Buyer may reasonably request.


 


7.2
Operation of the Businesses of each Acquired Company. Between the date of this Agreement and the Closing Date, Sellers will, and
will cause each Acquired Company to:


 


(a)
conduct the business of each Acquired Company only in the Ordinary Course of Business;


 


(b)
not enter into (i) any transaction other than in the Ordinary Course of Business, (ii) any transaction which is not at arms-length
with unaffiliated third Persons or (iii) any transaction with any Affiliate;


 


(c)
use their Best Efforts to preserve intact the current business organization of each Acquired Company, keep available the services of
the current officers, employees, and agents of each Acquired Company, and maintain the relations and good will with suppliers, customers,
landlords, creditors, employees, agents, and others having business relationships with each Acquired Company;


 


(d)
confer with Buyer concerning operational matters of a material nature; and


 


(e)
otherwise report periodically to Buyer concerning the status of the business, operations, and finances of each Acquired Company.


 


7.3
Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing
Date, Sellers will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action,
or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section
4.16 is likely to occur.


 


7.4
Required Approvals. As promptly as practicable after the date of this Agreement, Sellers will, and will cause each Acquired Company
to, obtain any consents and approvals of, or effect the notification of or filing with, each Person, whether private or governmental,
whose consent or approval is required in order to permit the consummation of the Contemplated Transactions, to obtain any consent that
may be required from a party to an agreement with each Acquired Company that may give such party a right to cancel such agreement as
a result of the Contemplated Transactions. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each
Acquired Company to, cooperate with Buyer with respect to all consents, approvals or filings that Buyer elects to make or obtain or is
required by Legal Requirements to make or obtain in connection with the Contemplated Transactions.


 


7.5
Notification. Between the date of this Agreement and the Closing Date, Sellers will promptly notify Buyer in writing if Sellers
or any Acquired Company becomes aware of any fact or condition that causes or constitutes a Breach of any of Sellers’ or Acquired
Companies’ representations and warranties as of the date of this Agreement, or if Sellers or each Acquired Company becomes aware
of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause
or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence
or discovery of such fact or condition.


 




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7.6
 Payment of Indebtedness by Related Persons. Except as expressly provided in this Agreement, Sellers will cause all indebtedness
owed to any Acquired Company by Sellers or any Related Person of Sellers to be paid in full prior to Closing.


 


7.7
No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 11, Sellers will not,
and will cause each Acquired Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage
any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited
inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets
(other than in the Ordinary Course of Business) of any Acquired Company, or any of the capital stock of any Acquired Company, or
any merger, consolidation, business combination, or similar transaction involving any Acquired Company.


 


7.8
Proprietary Information. All confidential or proprietary information or work product relating to each Acquired Company or business
of each Acquired Company that is known to Sellers as of the Closing Date shall be the sole property of Buyer and each Acquired Company.
Sellers shall not use or disclose such information or work product except for the benefit of Buyer or each Acquired Company and their
respective successors and assigns, and Sellers shall take reasonable steps to protect such information and work product from misuse,
loss, theft or accidental disclosure.


 


7.9
Public Announcements. Sellers shall not issue any such press release or make any such public statement without the prior consent
of Buyer, except as may be required by applicable law.


 


7.10
Stockholder Covenant. Sellers shall not (i) sell, transfer, assign, tender, create an Encumbrance upon or otherwise dispose
of, or enter into any contract, option or other arrangement with respect to the sale, transfer, assignment, tender, Encumbrance or other
disposition of any of the Shares or (ii) grant any proxies with respect to any of the Shares, deposit any of the Shares into a voting
trust or enter into a voting or option agreement with respect to any of the Shares.


 


7.11
Best Efforts. Between the date of this Agreement and the Closing Date, Sellers will use his Best Efforts to cause the conditions
in Section 9 to be satisfied.


 


7.12
Release. After the Closing Date, (a) none of Buyer, any Related Party of Buyer nor any Acquired Company will have any debt,
obligation or liability to either Seller, and (b) each Seller on behalf of itself and all of its Related Parties, hereby unconditionally
releases and discharges Buyer, all of Buyer’s Related Parties and each Acquired Company from any and all claims, debts, obligations
and liabilities, whether known or unknown, contingent or non-contingent, at law or in equity, in each case arising from or in connection
with such Seller’s ownership of the Applicable Acquired Company or resulting from such Seller or any of its Related Parties having
been a director, officer or employee of such Acquired Company; provided, however, that nothing in this Section 7.12
shall terminate or release Buyer’s obligations to Sellers under this Agreement.


 


7.13
Confidentiality. From and after the Closing Date, Sellers will, and will cause each of its Related Parties to (a) protect
and safeguard the confidentiality of all of the Confidential Information with at least the same degree of care as a reasonably prudent
person would exercise to protect its own Confidential Information, (b) not use Confidential Information, or permit it to be accessed
or used, for any purpose, and (c) not disclose any Confidential Information to any Person except as required by applicable law or
legal process. Sellers hereby assume full responsibility and liability for the compliance of all of Sellers’ Related Parties with
the terms of this Section 7.13. Prior to making any disclosure of any Confidential Information required by applicable law or legal
process, a Seller shall provide Buyer with (i) if and to the extent legally permitted, prompt written notice of such requirement
so that Buyer may seek a protective order or other remedy; and (ii) reasonable assistance in opposing such disclosure or seeking
a protective order or other remedy.


 






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1.2
Securities Laws; Restrictions on Transfers. Sellers acknowledge and understand that until such time as the same is no longer required
under the requirements of the Securities Act or applicable state securities laws, the certificates representing the Parent Shares, and
all certificates representing any securities issued in exchange thereof or in substitution therefor, will bear the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT
OF BOQI international Medical inc. (THE “CORPORATION”) THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A
UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION
OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS,
AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE CORPORATION, OR ITS TRANSFER AGENT, CLAUSE (B))
ABOVE, THE HOLDER HAS PROVIDED TO THE CORPORATION A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE CORPORATION, TO THE EFFECT THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.”


 


8.
TAX MATTERS


 


8.1
Responsibility for Filing Tax Returns.


 


(a)
Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of each Acquired Company that are due after
the Closing with respect to any taxable period ending prior to or ending on and including the Closing Date; provided, however,
that any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of
each Acquired Company. Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return.
Sellers shall make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately
signed and filed, and Sellers shall pay to each Acquired Company any Taxes due from such Acquired Company on that Tax Return.


 


(b)
Buyer shall after the Closing prepare and file, or cause to be prepared and filed, Tax Returns of each Acquired Company for any period
beginning prior to the Closing Date and ending after the Closing Date (a “Straddle Period”). Any such Tax Return shall
be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of each Acquired Company. Buyer shall
deliver to Sellers draft copies of each such Tax Return at least thirty (30) days prior to the date for filing that Tax Return.
Buyer shall make all changes in each such Tax Return reasonably requested by Sellers. Sellers shall pay to each Acquired Company the
Taxes due for the period prior to and including the Closing Date from such Acquired Company on that Tax Return.


 




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8.2
 Cooperation on Tax Matters. Commencing on the Closing Date, Buyer, on the one hand, and Sellers, on the other hand, shall cooperate
fully, as and to the extent reasonably requested by the other party, in connection with the filing and execution of Tax Returns and any
audit, litigation or other proceeding with respect to Taxes, in each case, in respect of any period ending prior to or on the Closing
Date or any Straddle Period.


 


8.3
Sales and Transfer Taxes. All sales, transfer and other Taxes (including all stock transfer Taxes, if any) incurred in connection
with this Agreement and the transactions contemplated hereby will be borne by Sellers, and Sellers shall, at Sellers’ own expense,
file all necessary Tax Returns and other documentation with respect to all such sales and transfer Taxes.


 


9.
CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO
CLOSE.


 


Buyer’s
obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction,
at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):


 


9.1
Accuracy of Representations.


 


(a)
All of Sellers’ representations and warranties in this Agreement (considered collectively), and each of those representations and
warranties (considered individually)(without giving effect to any qualification contained therein as to materiality, including the phrases
“material”, “in all material respects” and “material adverse change”), must have been accurate in
all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made
on the Closing Date.


 


(b)
Each of Sellers’ representations and warranties in Sections 3, 4.3, 4.4, 4.12, and 4.24 must
have been accurate in all respects as of the date of this Agreement, and must be accurate in all respects as of the Closing Date as if
made on the Closing Date.


 


9.2
Sellers’ Performance. All of the covenants and obligations that Sellers are required to perform or to comply with pursuant
to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually),
must have been duly performed and complied with in all material respects.


 


9.3
Authorization. All action necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the
consummation of the transactions contemplated hereby, shall have been duly and validly taken by each of them, and Sellers shall have
full power and authority or capacity to enter into this Agreement and to consummate the transactions contemplated hereby on the terms
provided herein.


 


9.4
Consents and Approvals. Buyer shall have received duly executed copies of all consents and approvals required for or in connection
with the execution and delivery by Sellers of this Agreement, for the consummation of the transactions contemplated hereby, and the continued
conduct of the business of each Acquired Company as previously conducted, each in form and substance satisfactory to Buyer.


 


9.5
Government Consents, Authorizations, Etc. All consents, authorizations, orders and approvals of, filings or registrations with
and the expiration of all waiting periods imposed by, any third Person, including any Governmental Body, which are required for or in
connection with the execution and delivery by the parties of this Agreement and the consummation by the parties of the transactions contemplated
hereby and in order to permit or enable each Acquired Company to conduct its business after the Closing in substantially the same manner
as previously conducted shall have been obtained or made, in form and substance reasonably satisfactory to Buyer, and shall be in full
force and effect.


 




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9.6
 Additional Documents. Each of the following documents must have been delivered to Buyer:


 


(a)
A certificate executed by Sellers representing and warranting to Buyer that Sellers’ representations and warranties in this Agreement
was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the
Closing Date.


 


(b)
such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Seller’s representations
and warranties, (ii) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required
to be performed or complied with by Sellers, (iii) evidencing the satisfaction of any condition referred to in this Section 9,
or (iv) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.


 


9.7
No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any
Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with,
any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering
with any of the Contemplated Transactions.


 


9.8
No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting
that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of,
any stock of, or any other voting, equity, or ownership interest in any Acquired Company, or (b) is entitled to all or any portion
of the Purchase Price payable for the Shares.


 


9.9
No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Buyer
or any Person affiliated with Buyer to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order,
or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Body.


 


9.10
Absence of Material Adverse Change. Since the date of this Agreement, in the reasonable judgment of Buyer, there shall have been
no material adverse change in the assets, financial condition, operating results, customer, supplier or employee relations or liabilities
of any Acquired Company including any material casualty loss or damage to the assets of any Acquired Company, whether or not covered
by insurance.


 


10.
CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO
CLOSE.


 


Sellers’
obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction,
at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):


 


10.1
Additional Documents. Each of the following documents must have been delivered to Sellers:


 


(a)
A certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations
and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of
the Closing Date as if made on the Closing Date.


 




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(b)
 A certificate of the Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all
resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the
consummation of the Contemplated Transactions and that all such resolutions are in full force and effect and are all the resolutions
adopted in connection with the transactions contemplated hereby.


 


10.2
Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively),
and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the
date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.


 


10.3
Buyer’s Performance. All the covenants and obligations that Buyer is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually),
must have been performed and complied with in all material respects.


 


10.4
No Injunction. There must not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the
sale of the Shares by Sellers to Buyer, and (b) has been adopted or issued, or has otherwise become effective, since the date of
this Agreement.


 


11.
TERMINATION.


 


11.1
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:


 


(a)
by either Buyer or Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach
has not been waived;


 


(b)
by Buyer if any of the conditions in Section 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition
is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer
has not waived such condition on or before the Closing Date; or


 


(i) 
by Sellers, if any of the conditions in Section 10 has not been satisfied of the Closing Date or if satisfaction of such a condition
is or becomes impossible (other than through the failure of Sellers to comply with his obligations under this Agreement) and Sellers
have not waived such condition on or before the Closing Date;


 


(c)
by mutual consent of Buyer and Sellers; or


 


(d)
either by Buyer or by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2021 or such later date as the parties
may agree upon.


 


11.2
Effect of Termination. Each party’s right of termination under Section 11.1 is in addition to any other rights it
may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement
is terminated pursuant to Section 11.1, all further obligations of the parties under this Agreement will terminate, except that
the obligations in Sections 13.1 and 13.3 will survive; provided, however, that if this Agreement is terminated
by a party because of the Breach of the Agreement by the other party or because one or more of the conditions to the terminating party’s
obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations under
this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.


 






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12.
INDEMNIFICATION; REMEDIES.


 


12.1
Survival; Right to Indemnification Not Affected By Knowledge. All representations, warranties, covenants, and obligations in this
Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification,
payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any
investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or
after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with,
any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or
warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment
of Damages, or other remedy based on such representations, warranties, covenants, and obligations.


 


12.2
Indemnification and Payment of Damages by Sellers. Sellers will, jointly and severely, indemnify and hold harmless Buyer, each
Acquired Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified
Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental
and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution
of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly,
from or in connection with:


 


(a)
any Breach of any representation or warranty made by Sellers or the Acquired Companies in this Agreement or any other certificate or
document delivered by Sellers or the Acquired Companies pursuant to this Agreement;


 


(b)
any Breach by Sellers of any covenant or obligation of Sellers in this Agreement;


 


(c)
any Taxes owed by any Acquired Company relating to any period prior to the Closing Date; and


 


(d)
any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding
alleged to have been made by any such Person with Sellers or any Acquired Company (or any Person acting on their behalf) in connection
with any of the Contemplated Transactions.


 


The
remedies provided in this Section 12.2 will not be exclusive of or limit any other remedies that may be available to Buyer or
the other Indemnified Persons.


 


12.3
Indemnification and Payment of Damages by Sellers Environmental Matters. In addition to the provisions of Section 12.2,
Sellers, jointly and severally, will indemnify and hold harmless Buyer, each Acquired Company, and the other Indemnified Persons for,
and will pay to Buyer, each Acquired Company, and the other Indemnified Persons the amount of, any Damages (including costs of cleanup,
containment, or other remediation) arising, directly or indirectly, from or in connection with:


 


(a)
any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition
at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and
whether tangible or intangible) in which Sellers or any Acquired Company has or had an interest, or (B) any Hazardous Materials
or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing
Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated,
transported, stored, treated, Released, or otherwise handled by Sellers or any Acquired Company or by any other Person for whose conduct
they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were
allegedly, conducted by Sellers or any Acquired Company or by any other Person for whose conduct they are or may be held responsible;
or


 






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(b)
any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or
manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of
real property), or other damage of or to any Person, including any employee or former employee of Sellers or any Acquired Company or
any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous
Activity conducted or allegedly conducted with respect to the Facilities or the operation of any Acquired Company prior to the Closing
Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities
(or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the
Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released
or allegedly Released by Sellers or any Acquired Company or any other Person for whose conduct they are or may be held responsible, at
any time on or prior to the Closing Date.


 


Buyer
will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding
with respect to which indemnity may be sought under this Section 12.3. The procedure described in Section 12.6 will apply
to any claim solely for monetary damages relating to a matter covered by this Section 12.3.


 


12.4
Indemnification and Payment of Damages by Buyer. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount
of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made
by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant
or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder’s fees or commissions or
similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting
on its behalf) in connection with any of the Contemplated Transactions.


 


12.5
Right of Set-Off. Upon notice to Sellers specifying in reasonable detail the basis for such set-off, Buyer may set off any amount
to which it may be entitled under this Section 12 against amounts otherwise payable by it under this Agreement. Neither the exercise
of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any manner in the enforcement
of any other remedies that may be available to it.


 


12.6
Procedure for Indemnification Third Party Claims.


 


(a)
Promptly after receipt by an indemnified party under Section 12.2, 12.3, or 12.4 of notice of the commencement of
any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give
notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve
the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates
that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice.


 






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(b)
If any Proceeding referred to in Section 12.6(a) is brought against an indemnified party and it gives notice to the indemnifying
party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate
in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the
indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails
to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification
with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after
notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying
party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any
fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the
indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying
party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims
made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims
may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission
of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made
against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party;
and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without
its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within
ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense
of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement
effected by the indemnified party.


 


(c)
Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding
may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification
under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise,
or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise
or settlement effected without its consent (which may not be unreasonably withheld).


 


(d)
Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person
for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged
therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.


 


12.7
Procedure For Indemnification for Other Claims. A claim for indemnification for any matter not involving a third-party claim may
be asserted by notice to the party from whom indemnification is sought.


 


13.
GENERAL PROVISIONS.


 


13.1
Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including
all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation
of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another
party.


 


13.2
Public Announcements. Any public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions
will be issued at such time and in such manner as Buyer determines. Sellers and Buyer will consult with each other concerning the means
by which any Acquired Company’s employees, customers, and suppliers and others having dealings with any Acquired Company will be
informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication.


 






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13.3
Confidentiality. If the Contemplated Transactions are not consummated, each party will return or destroy as much of written information
obtained in confidence from another party or any Acquired Company in connection with this Agreement or the Contemplated Transactions
as the other party may reasonably request. Whether or not the Closing takes place, Sellers waive, and will upon Buyer’s request
cause any Acquired Company to waive, any cause of action, right, or claim arising out of the access of Buyer or its representatives to
any trade secrets or other confidential information of any Acquired Company except for the intentional competitive misuse by Buyer of
such trade secrets or confidential information.


 


13.4 Notices. All
notices, amendments, waivers, or other communications under this Agreement shall be in writing and shall be deemed to be sufficient
if delivered personally, sent electronically, sent by nationally-recognized overnight or second day delivery courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):


 


If
to an Acquired Company prior to Closing or Seller, to:


 


		Name:	YUNAN
YUXI MINKANG HOSPITAL CO., LTD.



		Address:	Yanchangxian,
                                            Dongfeng Beilu, Hongta District, Yuxi City, Yunan Province, PRC



		Attention:	Mr.
Jiangjin Shen



		Telephone:	(0086)15121312777



		Email:	969802689@qq.com



 


with
a copy to:


 


		Name:	Kingmoon
& Kingyang Jiulongpo Law Firm



		Address:	No.
                                            26, Yangjiaping Zhengjie, Yulong Tower, Fl. 34, Jiulongpo District, Chongqing City, PRC



		Attention:	Mr.
Yang, Tao



		Telephone:	(0086)13512342782



		Email:	378132751@qq.com



 


If
to an Acquired Company following the Closing or Buyer, to:


 


		Name:	CHONGQING
GUANZAN TECHNOLOGY CO., LTD



		Address:	12th
floor, Block A, Shenjisuofeite business Building, No.137



Keyuan
2nd Road, Jiulongpo District, Chongqing City, PRC


		Attention:	Mr.
XiaoPing Wang



		Telephone:	(0086)13883563188



		Facsimile:	(0086)23-68690934



		Email:	7910595@qq.com



 


with
a copy to:


 


		Name:	Carter
Ledyard & Milburn LLP
	 	Address: 	2 Wall Street








		New	York,
New York, USA, 10005-2072



		Attention:	Pang
Zhang-Whitaker, Esq.
	 	Telephone:	+1
212 238 8844






		Facsimile:	+1
212 732 3232



		Email:	zhang@clm.com




 



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All
such notices and other communications shall be deemed to have been delivered and received (i) in the case of personal delivery or
delivery electronically, on the date of that delivery if delivered during business hours on a Business Day or, if not delivered during
business hours on a Business Day, the first Business Day thereafter, (ii) in the case of delivery by nationally-recognized overnight
or second day delivery courier, on the Business Day delivered, and (iii) in the case of mailing, on the sixth Business Day following
that mailing. A copy of any notice or other communication sent electronically shall also be sent on the same day by registered or certified
mail (return receipt requested) or by nationally recognized overnight or second day delivery courier.


 


13.5
Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute
and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.


 


13.6
Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any
delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to
in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which
it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the
right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.


 


13.7
Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.


 


13.8 Assignments,
Successors, and no Third-Party Rights. None of the parties may assign any of its rights under this Agreement without the prior
consent of the other parties, except that Buyer may assign any of its rights under this Agreement to any Affiliate of Buyer. Subject
to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors
and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other
than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the
parties to this Agreement and their successors and assigns.


 


13.9
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 






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13.10
Section Headings, Construction.


 


(a)
 All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly
provided, the word “including” does not limit the preceding words or terms. The words “herein”, “hereof”,
“hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import refer
to this Agreement as a whole, including any schedules and exhibits, as the same may from time to time be amended, modified, supplemented
or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All
references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions of this Agreement and
the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the article, section and paragraph
headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms
or provisions of this Agreement.


 


(b)
Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed
to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement
has been chosen by the parties to express their mutual intent, each party has been represented by legal counsel with respect to, and
has had substantial input in, the drafting of this Agreement, and no rule of strict construction shall be applied against any party.
Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of
the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that
date of the following month or year corresponding to the next day following the starting date. For example, one month following February
18 is March 18, and one month following March 31 is May 1.


 


(c)
References to “dollars” or “$” mean United States Dollars. References to “RMB” mean Chinese Renminbi.


 


13.11
Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.


 


13.12
Governing Law; Waiver of Jury Trial; Jurisdiction.


 


(a)
All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced
in accordance with the domestic laws of the State of New York, without giving effect to any choice or conflict of law provision or rule
(whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation
and construction of this Agreement, even if under the State of New York’s choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily or necessarily apply.


 


(b)
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES
BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM,
EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR THE RELATED DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THIS AGREEMENT OR THE RELATED DOCUMENTS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. EACH PARTY
HAS REVIEWED THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH SUCH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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(c)
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR HIMSELF OR ITSELF AND HIS OR ITS PROPERTY, TO THE JURISDICTION OF ANY NEW
YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK, AND, EFFECTIVE
AS OF THE CLOSING, TO THE JURISDICTION OF ANY OTHER COURT IN ANY OTHER JURISDICTION IN WHICH AN ACTION IS BROUGHT AGAINST A PARTY TO
THIS AGREEMENT BY A THIRD PARTY ASSERTING A CLAIM AGAINST WHICH THE DEFENDANT IS ENTITLED UNDER THIS AGREEMENT TO BE INDEMNIFIED, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATED DOCUMENTS OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE OR FEDERAL COURT. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(d)
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
THAT SUCH PARTY MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE RELATED DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK OR SUCH
OTHER COURT AS IS PROVIDED FOR IN THE PRECEDING PARAGRAPH. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


13.13
Counterparts; Facsimile and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument. Facsimile and electronic counterpart signatures
to this Agreement shall be acceptable and binding.


 


13.14
Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal
counsel of their own choice.


 


[Signature
Pages Follow]


 


 




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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


 


	BUYER:	 
	 	 
	BIMAI PHARMACEUTICAL (CHONGQING) CO., LTD.	 
	 	 
	By:	 /s/ Xiaoping Wang	 
	Name: 	Xiaoping Wang	 
	Title: 	CEO	 
	 	 	 
	PARENT:	 
	 	 
	BOQI INTERNATIONAL MEDICAL INC.	 
	 	 
	By:	 /s/ Tiewei Song	 
	Name: 	Tiewei Song	 
	Title: 	CEO	 
	 	 	 
	SELLERS:	 
	 	 
	JIANGJIN SHEN	 
	 	 
	By:	 /s/ Jiangjin Shen	 
	Name: 	Jiangjin Shen	 
	Address:	 No. 214-1, Xihuang Village, Donghai County, Chengxiang District,


Putian City,	 
	 	Fujian Province, PRC	 
	 	 
	ZHIWEI SHEN	 
	 	 
	By:	 /s/ Zhiwei Shen	 
	Name: 	Zhiwei Shen	 
	Address:	 No. 214, Xihuang Village, Donghai County, Chengxiang District,


Putian City,	 
	 	Fujian Province, PRC	 



 







     


     


    

 





	Acquired COMPANIES:	 
	 	 
	WUZHOU QIANGSHENG HOSPITAL CO., LTD.	 
	 	 
	By: 	/s/
    Zhiwei Shen	 
	Name: 	Zhiwei Shen	 
	Title:	 Chairman of the Board	 
	 	 
	SUZHOU EURASIA HOSPITAL CO., LTD.	 
	 	 
	By:	 /s/ Jiangjin Shen 	 
	Name:	 Jiangjin Shen	 
	Title:	 Chairman of the Board	 
	 	 
	YUNAN YUXI MINKANG HOSPITAL CO., LTD.	 
	 	 
	By:	 /s/ Jiangjin Shen 	 
	Name: 	Jiangjin Shen	 
	Title:	 Chairman of the Board