Exhibit 10.1

DEBT-TO-EQUITY RIGHTS PURCHASE AGREEMENT

This Debt-to-Equity Rights Purchase Agreement (this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among:

All In FutureTech Alliance, Inc., a company duly incorporated and validly existing under the laws of the State of Delaware (“Buyer”),

Rainman Network Ltd. (formerly known as China Rainman Network Ltd.), a British Virgin Islands company (“Seller”),

Dece Capital Limited, a limited liability company registered under the laws of Hong Kong (Hong Kong registration number: 76604896) (“Dece”).

Buyer, Seller and Dece are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. HyalRoute Communication Group Limited, a Cayman Islands exempted company (the “Target”). Huang Xinglong, an individual with a Singapore Resident Card number of [***], as the actual controller of the Target, holds relevant shares of the Target through Gold Eagle Development Limited, a British Virgin Islands company (“Gold Eagle”) and UT International Investment Group Company Limited, a British Virgin Islands company (“UT International”). The Target, Huang Xinglong, Gold Eagle and UT International are sometimes referred to herein individually as a “Target Company Party” and collectively as the “Target Company Parties.”

B. Seller is a party to that certain Agreement of Debts Offset and Share Transfer, dated January 6, 2025 (as amended, supplemented or otherwise modified from time to time, the “Debt-to-Equity Agreement”), by and among Seller (as creditor) and Target Company Parties.

C. Pursuant to the Debt-to-Equity Agreement and related documents, Seller holds and/or is entitled to enforce certain claims, creditor rights, equity-transfer rights, property-transfer rights, proxies/entrustments, security, liquidation, damages and other ancillary rights against the Target Company Parties.

D. Buyer desires to acquire, and the Seller desires to sell, assign, transfer and convey to Buyer (or its designee) any and all of the Seller’s right, title and interest in and to the Purchased Rights (as defined below), on the terms and subject to the conditions set forth herein.

E. Each member of “Party B” under the Debt-to-Equity Agreement that is listed on the signature page hereto acknowledges that its execution of and performance under this Agreement serves as the means by which such member may fulfill its existing obligations and discharge its liabilities under the Debt-to-Equity Agreement, and that the opportunity to fulfill such obligations and avoid further liability and remedies thereunder constitutes good and valuable consideration for its agreement to be bound by the terms hereof.

F. Concurrently with the execution of this Agreement, Buyer has entered into (i) that certain Purchase and Sale of Securities Agreement, by and between Buyer and Fair Cheerful Limited, a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands, with registration number 1961726, and (ii) that certain Purchase and Sale of Securities Agreement, by and between Buyer and Yellow River Fiber Optic Ltd, a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands, with registration number NS-2800000 ((i) and (ii) collectively, the “Minority Share Purchase Agreements”), pursuant to which, among other things, Buyer has agreed to acquire additional shares of the Target from such Minority Sellers in exchange for the issuance to each such Minority Seller of shares of Buyer’s common stock, subject to the terms and conditions set forth therein.

Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

Definitions; Interpretation

Section 1.01 Definitions

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below.

“AGAE Investment Limited” means a limited liability company registered under the laws of Hong Kong (Hong Kong registration number: 75701417) and a wholly-owned subsidiary of Buyer, with its registered address at 31/F, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, which may be designated by Buyer from time to time to receive all or any portion of the Purchased Rights.

“Action” means any claim, action, suit, proceeding, arbitration, mediation, investigation, inquiry, hearing, or other legal or administrative proceeding of any nature, whether civil, criminal, administrative, regulatory, or otherwise, before any Governmental Authority or arbitrator.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise (including direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person or the ability to appoint a majority of the board of directors or equivalent governing body of a Person).

“Approvals” means any consent, approval, authorization, waiver, clearance, license, permit, exemption, order, registration, declaration, filing, or notification required to be obtained from, made with, or provided to any Governmental Authority or other Person.

“Ancillary Documents” means each agreement, instrument and document (other than this Agreement) to be executed and delivered by any party hereto in connection with the consummation of the transactions contemplated by this Agreement, as specified in this Agreement.

“Background Agreements” has the meaning set forth in the recitals to the Debt-to-Equity Agreement.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, Hong Kong, or the British Virgin Islands are authorized or required by Law to close.

“Burma Sanctions Regulations” means 31 C.F.R. Part 525.

“Closing Date” means the date on which the Closing occurs.

“Consideration Shares” means newly issued shares of Buyer’s common stock issued as consideration for the Purchased Rights pursuant to Article III.

“Contract” means any written or oral agreement, contract, lease, sublease, license, sublicense, indenture, note, bond, mortgage, instrument, commitment, undertaking, or other legally binding arrangement.

“DACA” means that certain Debt Assignment Confirmation Agreement, dated August 20, 2024, by and between Singmeng and Seller, which stipulates the terms for the assignment of the debt tranches and confirms the partial satisfaction thereof.

“Disclosure Schedule” means the schedules delivered by Seller to Buyer concurrently with the execution of this Agreement.

“Encumbrance” means any lien, pledge, security interest, charge, mortgage, deed of trust, claim, option, preemptive right, right of first refusal, and other right, restriction on transfer, adverse claim or other encumbrance of any kind.

“EAR” means the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.

“Enforceability Exceptions” means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar Laws of general application affecting the enforcement of creditors’ rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

“Environmental Law” means any applicable Law relating to pollution, contamination, protection of the environment, natural resources, human health and safety, or the generation, manufacture, use, storage, treatment, disposal, transport, release, or discharge of Hazardous Substances.

“Fundamental Buyer Representations” means the representations and warranties of Buyer set forth in Section 7.01 and Section 7.03.

“Fundamental Seller Representations” means the representations and warranties of Seller set forth in Sections 6.01, 6.02, 6.03, 6.07, 6.10, 6A.01, 6A.02, 6A.03 and 6A.09

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Government Official” means any officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, any political party or official thereof, any candidate for political office, or any public international organization.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures, or other similar instruments, (c) all obligations under capital leases or finance leases, (d) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all obligations under interest rate, currency, or commodity swaps, hedges, or similar derivative instruments, (f) all obligations secured by any Encumbrance on any property or asset of such Person, whether or not such obligation is assumed by such Person, (g) all guarantees or other contingent obligations in respect of indebtedness or obligations of another Person of the type described in clauses (a) through (f), and (h) all accrued and unpaid interest, premiums, penalties, breakage costs, and other fees and expenses payable in respect of any of the foregoing.

“ITAR” means the U.S. International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130.

“Governmental Authority” means any federal, state, local or foreign governmental or regulatory authority, agency, commission, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, ruling, writ, assessment, or arbitration award of any Governmental Authority.

“Hazardous Substance” means any substance, material, or waste that is regulated, classified, or defined as hazardous, toxic, radioactive, dangerous, or a pollutant or contaminant under any Environmental Law, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead-based paint, radon, and mold.

“Immediate Family Member” means, with respect to any individual, (a) such individual’s spouse or domestic partner (whether or not legally recognized), (b) such individual’s parents, stepparents, and parents-in-law, (c) such individual’s children (whether natural, adopted, or by marriage), stepchildren, and grandchildren, (d) such individual’s siblings and stepsiblings, (e) any other individual who shares a principal residence with such individual, and (f) any trust, limited liability company, partnership, or other entity established primarily for the benefit of, or the estate of, any of the foregoing persons.

“Law” means any applicable statute, law, ordinance, rule, regulation, order or decree of any Governmental Authority.

“Losses” means any and all losses, liabilities, damages, penalties, fines, interest, costs and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Outbound Investment Rules” means the U.S. Department of the Treasury’s Outbound Investment Security Program, 31 C.F.R. Part 850.

“Material Adverse Effect” means any event, circumstance, development, change, or effect that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, or results of operations of the Target Group and other Target Company Parties, or (b) would reasonably be expected to prevent, materially delay, or materially impair the ability of Seller or any Target Company Parties to consummate the transactions contemplated by this Agreement or to perform their respective obligations hereunder.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Rules” means the Nasdaq Listing Rules and any other rules, regulations, or requirements of Nasdaq applicable to Buyer.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity.

“Purchased Rights” means any and all of Seller’s right, title and interest in, to and under the Debt-to-Equity Agreement and all ancillary agreements, documents and instruments related thereto, including without limitation the following:

(a) all creditor, property transfer, liquidation and damages rights under the Debt-to-Equity Agreement, including without limitation:

(i) all creditor rights under Clause 1.1 of the Debt-to-Equity Agreement, including the joint and several repayment obligation of Huang Xinglong, Gold Eagle and UT International in the amount of USD 105,418,742.79 (including liquidated damages, penalties and other accrued amounts);

(ii) all rights under Clause 1.2.3 of the Debt-to-Equity Agreement with respect to the cooperation in transferring the Three Properties and completing the property transfer registration procedures;

(iii) all rights under Clause 1.4.2 of the Debt-to-Equity Agreement to initiate liquidation proceedings against HyalRoute Group and/or its subsidiaries and the priority right to be first paid and/or indemnified out of their assets;

(iv) all rights under Clause 1.4.3 of the Debt-to-Equity Agreement to appoint a liquidation receiver to take custody and control of, collect income from, and (if necessary) sell the assets of HyalRoute Group and/or its subsidiaries; and

(v) all rights under Clause 3.1 of the Debt-to-Equity Agreement with respect to liquidated damages for delay in performance and liquidated damages for breach of share transfer, share pledge, property transfer, director change, and entrustment obligations;

(b) all equity acquisition, management, entrustment and security rights under the Debt-to-Equity Agreement, including without limitation:

(i) all rights under Clause 1.2.1 of the Debt-to-Equity Agreement to acquire approximately 43.55% of the issued and outstanding equity interests of the Target (representing 116,443 shares), 100% of the issued and outstanding equity interests of each of the Regional Subsidiaries, and the Three Properties, in full satisfaction of the outstanding debt;

(ii) all rights under Clause 1.2.2 of the Debt-to-Equity Agreement requiring the Target Company Parties to cooperate in completing the share transfers with respect to the Target, CFOCN, MFOCN and PFOCN, and to bear all taxes and fees arising from such transfers;

(iii) all rights under Clause 1.2.5 of the Debt-to-Equity Agreement to dismiss or procure the resignation of existing directors and senior management of HyalRoute Group, CFOCN, MFOCN and PFOCN and to appoint designated replacement directors and senior management by written resolution;

(iv) all rights under Clause 1.3.1 of the Debt-to-Equity Agreement granting Seller the sole discretionary right to unilaterally change and designate receivers with respect to the Target and the Regional Subsidiaries;

(v) all rights under Clause 1.3.2 of the Debt-to-Equity Agreement pursuant to which Gold Eagle, UT International, Citigood International, Main Asia, Global Telecommunication, Fiber Optic and Singapore FOC exclusively and irrevocably entrust their respective shareholder rights in the Target, CFOCN, MFOCN and PFOCN to the receiver designated by Seller, including rights to nominate and appoint directors, appoint management personnel, attend and vote at shareholder meetings, and receive dividends;

(vi) all rights under Clause 1.3.3 of the Debt-to-Equity Agreement pursuant to which the Target, CFOCN, MFOCN and PFOCN exclusively and irrevocably entrust all management and operational rights (including the management and operation of all optical fiber business and other business, the use and disposition of all assets, and the hiring and termination of employees) to the receiver designated by Seller;

(vii) all rights under Clause 1.3.4 of the Debt-to-Equity Agreement pursuant to which the Target and Target’s subsidiaries exclusively and irrevocably entrust the right to receive operating proceeds to the receiver designated by Seller, and the rights to receive remuneration and reimbursement by Seller;

(viii) all rights under Clause 1.4.1 of the Debt-to-Equity Agreement to demand the pledge of all shares in, and all assets (including fixed assets and intangible assets) of, the Target, CFOCN, MFOCN and PFOCN to Seller and/or Seller’s designated company;

(c) without limiting the foregoing, all other rights of Seller under the Debt-to-Equity Agreement and all ancillary agreements and documents related thereto, including:

(i) the right to receive the transfer and registration of approximately 43.55% of the issued and outstanding equity interests of the Target and 100% of the issued and outstanding equity interests of each of the Regional Subsidiaries;

(ii) the right to receive the transfer and registration of the Three Properties;

(iii) all voting rights, shareholder rights and management and operational control rights with respect to the Target Group, whether held directly or through proxy, entrustment, power of attorney or similar arrangement;

(iv) all rights to pledge, mortgage or otherwise encumber shares in, and assets of, the Target Group as security;

(v) all liquidation, receivership, priority payment and enforcement rights with respect to the Target Group;

(vi) all rights to liquidated damages, penalties and other remedies for breach of or default under the Debt-to-Equity Agreement or any ancillary agreement;

(vii) all of Seller’s right, title and interest in, to and under all personal property, Contracts, Approvals, intellectual property, and goodwill owned by or held by or relating to the Target Group;

(viii) all of Seller’s right, title and interest in, to and under all payments, reimbursements, proceeds, accounts receivables, current assets, and other receivables owned by or held by or relating to the Target Group;

(ix) all books, records, files, documents, data and other information relating to any of the foregoing (collectively, the “Purchased Records”); and

(d) all ancillary rights, claims, causes of action, choses in action, remedies and benefits relating to, arising out of or in connection with any of the foregoing.

“Regional Subsidiaries” means, collectively, Philippines Fiber Optic Cable Network Ltd., Inc. (“PFOCN”), (Cambodia) Fiber Optic Communication Network Co., Ltd. (“CFOCN”) and Myanmar Fiber Optic Communication Network Co., Ltd. (“MFOCN”), each being a direct or indirect subsidiary of the Target.

“Representatives” means, with respect to any Person, such Person’s directors, officers, employees, agents, advisors (including attorneys, accountants, financial advisors, and other consultants), and other representatives.

“Restricted Party List” means the SDN List, the Sectoral Sanctions Identifications List, the Non-SDN Chinese Military-Industrial Complex Companies List, the Non-SDN Menu-Based Sanctions List, or any other restricted-party list maintained by OFAC, the U.S. Department of State, or the U.S. Department of Commerce.

“Sanctions Laws” means all applicable Laws relating to economic or trade sanctions, export controls, or anti-terrorism, including those administered or enforced by the United States (including by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), the United Nations Security Council, the European Union, or any other applicable Governmental Authority.

“Sanctioned Country” means any country or territory that is the subject of comprehensive U.S. economic sanctions, including Cuba, Iran, North Korea, Syria, and any region of Ukraine that is subject to comprehensive U.S. sanctions from time to time (including, as of the date hereof, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Zaporizhzhia and Kherson regions, in each case to the extent subject to comprehensive sanctions).

“Sanctioned Person” means any Person (i) identified on the SDN List or any other Restricted Party List, (ii) that is the government of, or organized, resident, or located in, any Sanctioned Country, or (iii) owned 50% or more, directly or indirectly, individually or in the aggregate, by one or more Persons described in clauses (i) or (ii).

“SDN List” means the Specially Designated Nationals and Blocked Persons List maintained by OFAC.

“SEC” means the U.S. Securities and Exchange Commission.

“Singmeng” means Cambodian Singmeng Telemedia Co., Ltd.

“Subsidiary” means, with respect to any Person, any other Person in which such first Person, directly or indirectly by one or more of such first Person’s Subsidiaries, owns or controls a majority of the economic or voting interests.

“Target Group” means, collectively, the Target and all of its Subsidiaries.

“Three Properties” means the following three pieces of real property belonging to Huang Xinglong: (a) property located in [***]; (b) property located in [***]; and (c) property located in [***].

“Tax” or “Taxes” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Underlying Agreement” means the Debt-to-Equity Agreement and each other agreement, instrument, document, arrangement or understanding entered into in connection therewith or pursuant thereto (including any side letters, supplemental agreements, amendments, schedules, annexes and exhibits thereto), in each case as amended, supplemented, restated or otherwise modified from time to time.

“Transaction Documents” means this Agreement, each Ancillary Document, and each other agreement, certificate, instrument, or document to be executed and delivered by any Party in connection with the transactions contemplated by this Agreement.

“U.S. Person” means any Person that is (a) a citizen or resident of the United States, (b) a corporation, partnership, or other entity created or organized in or under the laws of the United States or any state thereof, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and (ii) one or more United States persons have the authority to control all substantial decisions of such trust.

Section 1.02 Interpretation

As used in this Agreement, the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References to a Person include its permitted successors and assigns. References to an agreement or instrument mean such agreement or instrument as amended, restated, supplemented or otherwise modified from time to time. References to a statute or regulation mean such statute or regulation as amended from time to time and include any successor legislation or regulation. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

ARTICLE II

Purchase and Sale; Assignment

Section 2.01 Sale and Assignment of Purchased Rights.

Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall acquire and accept from Seller, all of Seller’s right, title, and interest in, to, and under the Purchased Rights, free and clear of all Encumbrances.

Section 2.02 No Assumption of Liabilities; No Assignment of Non-Assignable Rights.

Section 2.03 Further Assurances; Perfection.

From time to time after the Effective Date, upon the reasonable request of Buyer, Seller shall, and shall cause their respective Affiliates to, promptly execute and deliver such additional instruments, documents, and agreements, and shall take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement, to consummate and make effective the transactions contemplated hereby, and to vest in Buyer good, valid, and marketable title to the Purchased Rights, free and clear of all Encumbrances and to satisfy the Tranche Conditions.

Section 2.04 True Sale; Financing Statements; Back-Up Security Interest.

The parties intend that the sale, transfer, and assignment of the Purchased Rights pursuant to this Agreement shall constitute a true sale and absolute transfer of all of Seller’s right, title, and interest in and to the Purchased Rights, and not a pledge, hypothecation, or grant of a security interest, for all purposes, including for purposes of the United States Bankruptcy Code or similar laws in applicable jurisdictions. In the event that any court of competent jurisdiction determines that such transfer does not constitute a true sale, Seller hereby grants to Buyer, effective as of the Effective Date, a first-priority security interest in all of Seller’s right, title, and interest in and to the Purchased Rights and all proceeds thereof.

Section 2.05 Notice of Assignment.

If any Party B member under the Debt-to-Equity Agreement is not a signatory to this Agreement, at or promptly following the Closing, Seller shall deliver, or cause to be delivered, written notice of the assignment of the Purchased Rights pursuant to this Agreement to each Target Company Party, in each case in form and substance reasonably acceptable to Buyer. Seller shall use commercially reasonable efforts to obtain a written acknowledgment of receipt from each addressee in form and substance reasonably acceptable to Buyer; provided, for the avoidance of doubt, the failure of any Target Company Party to provide such acknowledgment shall not constitute a breach of this Agreement by Seller. From and after the Closing, Seller shall not give any instruction, direction, demand, or notice to any Person under or in connection with the Debt-to-Equity Agreement or the Purchased Rights other than pursuant to this Agreement.

Section 2.06 Subsequent Joinder by Target Company Parties.

The Parties acknowledge and agree that the Target Company Parties are not signatories to this Agreement as of Effective Date. Accordingly, within ninety (90) days following the Effective Date, or such other date as may be agreed by the Parties in writing, Seller shall procure that each Target Company Party executes and delivers such joinders, acknowledgements, confirmations, ancillary agreements, powers of attorney, or other documents as Buyer may reasonably request, in form and substance reasonably satisfactory to Buyer, for the purpose of confirming, implementing, and giving full force and effect to the transactions contemplated by this Agreement and ensuring the valid and effective enforcement of the Purchased Rights by Buyer (or its designee). Pending completion of the foregoing, Seller shall remain fully responsible for ensuring the performance of the obligations contemplated herein and shall not be relieved of any liability or obligation arising under this Agreement.

For the avoidance of doubt, to the extent any obligation, covenant, undertaking, liability, or responsibility under this Agreement is required to be performed, assumed, or complied with by any or each Target Company Party that is not a signatory hereto, Seller shall cause such obligation to be duly performed and shall remain fully liable for, and shall itself perform or satisfy, such obligation, covenant, undertaking, liability, or responsibility as if Seller were the original obligor thereof.

ARTICLE III

Consideration; Issuance of Shares

Section 3.01 Purchase Price.

Subject to Section 3.02, the total consideration for the Purchased Rights (the “Purchase Price”) is USD 1,742,000,000, payable in the form of validly issued, fully paid, and non-assessable shares of Buyer’s common stock as more particularly described in Section 3.03.

Section 3.02 Purchase Price Adjustment.

Section 3.03 Form of Consideration; Payment Schedule.

The Purchase Price shall be paid entirely in shares of Buyer’s common stock, par value $0.0001 per share (the “Common Stock”), valued at $10.00 per share (subject to adjustments for stock split, stock combination, reclassification, recapitalization or similar events (the “Recapitalization Adjustments”) for purposes of calculating the number of Consideration Shares, with the aggregate number of shares issuable hereunder equal to 174,200,000 shares of Common Stock (subject to the Recapitalization Adjustments and the adjustment provisions set forth in Section 3.02) (the “Consideration Shares”), allocated between the First Tranche, the Second Tranche and the Third Tranche as set forth below. No fractional shares shall be issued. Any resulting fractional Consideration Shares shall be rounded down to the nearest whole share.

Buyer and Seller agree that the Consideration Shares shall be issued in three tranches in accordance with the schedule and conditions set forth in this Section 3.03, and that no cash consideration shall be payable by Buyer in connection with the acquisition of the Purchased Rights.

In the event that the First Tranche Conditions have not been satisfied on or before the First Tranche Outside Date, then, notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated by Buyer and the transactions contemplated hereby abandoned in accordance with the terms of Article X of this Agreement.

If the Second Tranche Conditions remain unsatisfied at the Second Tranche Outside Date, then, notwithstanding anything to the contrary in this Agreement, (x) the First Tranche Shares shall constitute the sole and complete consideration for the Purchased Rights and the performance of all of Seller’s obligations hereunder, (y) all Buyer’s obligations to issue the Second Tranche Shares and the Third Tranche Shares shall terminate automatically and immediately without any further action by any Party, and (z) the transactions contemplated by this Agreement shall be deemed fully consummated and Buyer shall be entitled to independently assert and enforce, in its own name and for its own account, all outstanding rights, claims, and remedies under the Purchased Rights.

If the Third Tranche Conditions remain unsatisfied at the Third Tranche Outside Date, then, notwithstanding anything to the contrary in this Agreement, (x) the First Tranche Shares and Second Tranche Shares shall constitute the sole and complete consideration for the Purchased Rights and the performance of all of Seller’s obligations hereunder, (y) all Buyer’s obligations to issue the Third Tranche Shares shall terminate automatically and immediately without any further action by any Party, and (z) the transactions contemplated by this Agreement shall be deemed fully consummated and Buyer shall be entitled to independently assert and enforce, in its own name and for its own account, all outstanding rights, claims, and remedies under the Purchased Rights.

Seller may submit a written request to Buyer at least fifteen (15) Business Days prior to the applicable First Tranche Issuance Date, Second Tranche Issuance Date, or Third Tranche Issuance Date, as applicable, to designate one additional designee (the “Designee”) to receive any or all portion of the Consideration Shares otherwise issuable to Seller or Dece hereunder; provided that (x) the Designee shall execute a joinder to this Agreement in a form reasonably satisfactory to Buyer (which joinder shall at least include the same representations and covenants to which Dece is subject under this Agreement), and (y) Buyer and its transfer agent shall have received all documents and information, including but not limited to all tax forms, required to issue Consideration Shares to the Designee, which requirements shall be determined by Buyer and its transfer agent in their sole discretion. In the absence of a valid designation in accordance with this paragraph, the Consideration Shares shall be issued pursuant to the allocation set forth in the preceding paragraph of this Section 3.03(d).

Section 3.04 Issuance Mechanics; Unregistered Securities.

Each issuance of Consideration Shares shall be effected by delivery to Seller (or its designated Affiliate) of a book-entry credit to an account maintained at Buyer’s transfer agent.

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING RULE 144 PROMULGATED THEREUNDER, IF AVAILABLE), OR (C) IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THESE SECURITIES MAY BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

Buyer may impose stop-transfer instructions with respect to any Consideration Shares until the legend (or notation) is removed in accordance with applicable Law.

Section 3.05 Lock-Up

Without limiting Section 3.04, each of Seller and Dece agrees that:

Section 3.06 Taxes; Withholding.

Each party shall be solely responsible for the payment of all Taxes imposed on or with respect to such party’s income, gains, or receipts arising from or in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Seller shall be solely responsible for any income, capital gains, or other Tax imposed on Seller in respect of the receipt of the Consideration Shares or the sale or disposition of the Purchased Rights.

Notwithstanding any other provision of this Agreement, Buyer and any other applicable withholding agent shall be entitled to deduct and withhold from any amount payable or deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable Tax Law, as determined by Buyer or such applicable withholding agent in good faith. To the extent that any amounts are so deducted or withheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid or delivered to the Person in respect of whom such deduction or withholding was made; provided, however, to the extent permitted by the applicable Law, Buyer shall cooperate in good faith with Seller to minimize or eliminate such withholding, including by providing Seller the opportunity to provide additional documentation that such withholding is not required under applicable Law; provided further, however, that Buyer and its transfer agent shall have no obligation to accept any such additional documentation, and the final determination as to whether any withholding is required shall be made by Buyer and its transfer agent in good faith and in accordance with applicable Law.

Prior to the issuance of each tranche of Consideration Shares, each of Seller and Dece shall deliver to Buyer a duly completed and executed IRS Form W-9 or the applicable IRS Form W-8 (or any successor form), as appropriate, together with any required attachments, and shall update such form promptly upon the occurrence of any event that renders such form inaccurate or unreliable. Each of Seller and Dece agrees to provide such additional tax forms, certifications, and information as Buyer may reasonably request in order to determine the appropriate withholding treatment of any payment or delivery under this Agreement.

ARTICLE IV

Closing

Section 4.01 Closing Generally.

The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures in accordance with this Article IV. All actions taken and documents delivered at the Closing shall be deemed to have occurred simultaneously as of 8:00 a.m., Pacific Time on the Closing Date, and no action shall be deemed to have been taken nor any document delivered until all actions have been taken and all required documents have been delivered.

Section 4.02 Timing.

Subject to the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur no later than ten (10) Business Days after the date on which all conditions set forth in Article V have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), or on such other date as Buyer and Seller mutually agree in writing.

Section 4.03 Seller’s Closing Deliverables.

At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

Section 4.04 Buyer Closing Deliverables.

At or prior to the Closing, Buyer shall deliver, or cause to be delivered, to Seller (a) a duly executed counterpart of each Transaction Document to which Buyer is a party, and (b) a certificate of an authorized officer of Buyer, dated as of the Closing Date, certifying the effect set forth in Section 5.02(b). For the avoidance of doubt, to the extent the Closing has occurred, the Consideration Shares shall be issued in accordance with Section 3.03 following satisfaction of the conditions set forth therein, and no Consideration Shares shall be deliverable at Closing.

ARTICLE V

Conditions Precedent

Section 5.01 Conditions to Buyer’s Obligations.

The obligation of Buyer to consummate the Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of each of the following conditions (collectively, the “Conditions Precedent”) as of the Closing Date:

Section 5.02 Conditions to Seller’s Obligations.

The obligation of Seller to consummate the Closing is subject to the satisfaction (or waiver by Seller in its sole discretion) of each of the following conditions as of the Closing Date:

ARTICLE VI

Representations and Warranties of Seller

Seller represents and warrants to Buyer, as of the date hereof, the Closing Date, and if applicable, the First Tranche Issuance Date, the Second Tranche Issuance Date and the Third Tranche Issuance Date (or, if a representation or warranty is made as of a specific date, as of such date), as follows:

Section 6.01 Organization; Authority.

Seller is duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction of its formation or organization, and has all requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Section 6.02 Due Authorization; Enforceability.

The execution, delivery and performance by Seller of this Agreement and each Ancillary Document to which Seller is a party have been duly authorized by all necessary action on the part of Seller. This Agreement has been, and each Ancillary Document to which Seller is a party will be at or prior to the Closing, duly executed and delivered by Seller. This Agreement constitutes, and each other Transaction Document when so executed and delivered will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exceptions.

Section 6.03 Title to Purchased Rights; No Encumbrances.

With respect to the Purchased Rights being sold by Seller hereunder:

Section 6.04 Sufficiency of Purchased Records.

The Purchased Records delivered or to be delivered by Seller to Buyer pursuant to this Agreement constitute all material books, records, documents and information in Seller’s possession, custody or control that relate to the Purchased Rights or the transactions evidenced thereby.

Section 6.05 No Conflicts; Consents.

Except as set forth on Schedule 6.05, the execution, delivery and performance by Seller of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of the organizational documents of Seller; (b) conflict with or result in a violation or breach of any Law or Governmental Order applicable to Seller or any of Target Company Parties or their respective assets; or (c) require Approval by or filing with, or other action by, any Person or result in a violation or breach of, or constitute a default under, or result in the acceleration, cancellation, termination or modification of, any Contract to which Seller or Target Company Parties is a party or by which Seller or Target Company Parties or their respective assets are bound, except in the case of (b) or (c), the failure of which, individually or in the aggregate, would not reasonably be expected to be material to Seller or adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement.

Section 6.06 Governmental Authorization; Approvals.

Except the HSR Clearance, the Reverse CFIUS, and Trade Control Approval and the SEC’s approval, no Approval by or with any Governmental Authority is required in connection with the execution, delivery and performance by Seller of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.

Section 6.07 Debt-to-Equity Agreement; Ancillary Documents.

With respect to the Debt-to-Equity Agreement, each Background Agreement, and each Ancillary Document to which Seller or any Target Company Party is a party:

(i) no bank or other lender (including, without limitation, China Export & Credit Insurance Corporation referenced in Article 2.3(3) of the Debt-to-Equity Agreement) holds any security interest, pledge, or other Encumbrance in or to (A) the Purchased Rights, (B) the equity interests of any member of the Target Group, or (C) any material asset of any Target Company Party or any member of the Target Group;

(ii) no Encumbrance over the equity interests of CFOCN, MFOCN, or PFOCN, or over the assets of any member of the Target Group, securing any indebtedness of any Target Company Party or any member of the Target Group (including any indebtedness of CFOCN referenced in the recitals to the Debt-to-Equity Agreement) is outstanding or, if outstanding, has been duly disclosed in writing to Buyer and is set forth on Schedule 6.07(f); and

(iii) any Encumbrance set forth on Schedule 6.07(f) shall be released and discharged at or prior to the time it would otherwise impair Buyer’s exercise of the Purchased Rights, with such release and discharge evidenced by documentation reasonably satisfactory to Buyer.

Section 6.08 Litigation.

There is no Action pending or, to Seller’s knowledge, threatened against Seller that relates to or would reasonably be expected to affect the Purchased Rights or Seller’s ability to perform its obligations under this Agreement or any Ancillary Document to which it is a party or to consummate the transactions contemplated hereby or thereby. There is no Governmental Order outstanding against Seller that relates to or would reasonably be expected to affect the Purchased Rights.

Section 6.09 Compliance with Laws.

Seller is, and at all relevant times has been, in compliance in all material respects with all Laws applicable to the ownership, transfer and disposition of the Purchased Rights. Seller has not received any written notice from any Governmental Authority alleging any violation of, or failure to comply with, any such Law.

Section 6.10 Brokers.

No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee, commission or other similar fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller, other than fees for which Seller is solely responsible.

Section 6.11 Full Disclosure.

No representation or warranty made by Seller in this Agreement or any Ancillary Document, and no certificate, schedule, exhibit or other document furnished or to be furnished by or on behalf of Seller pursuant to this Agreement or any Ancillary Document, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

Section 6.12 Investment Representations.

Seller acknowledges and agrees that the Consideration Shares have not been registered under the Securities Act or any state or foreign securities laws, and are being issued in reliance upon exemptions from registration thereunder. In connection therewith, Seller represents and warrants that:

(a) Seller is acquiring the Consideration Shares for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state or foreign securities laws.

(b) Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(c) (i) Seller is not a “U.S. person” as defined in Rule 902(k) of Regulation S promulgated under the Securities Act. Seller is not acquiring the Consideration Shares for the account or benefit of any U.S. person. (ii) The offer to acquire the Consideration Shares was made to Seller, and Seller’s decision to acquire the Consideration Shares was made, outside the United States (within the meaning of Regulation S). At the time of the execution of this Agreement and at the time the buy order for the Consideration Shares was originated, Seller is outside the United States. (iii) Seller is not acquiring the Consideration Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Rule 902(c) of Regulation S) in the United States with respect to the Consideration Shares, including any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Consideration Shares.

(d) Seller has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Consideration Shares.

(e) Seller has had the opportunity to ask questions of and receive answers from Buyer concerning the terms and conditions of the offering of the Consideration Shares and the business, financial condition and prospects of Buyer.

(f) Seller understands that there is no established public market for the Consideration Shares and that there can be no assurance that a public market will develop.

(g) Seller understands that the Consideration Shares will bear a legend restricting their transfer and that stop-transfer instructions will be placed against transfer of the certificates evidencing the Consideration Shares.

References to “Seller” in the foregoing (a) through (g) shall mean each of Seller and Dece.

Article VI-A

Representations and Warranties of Seller on Target Company Parties

The Seller represents and warrants to Buyer, as of the date hereof, the Closing Date and if applicable, the First Tranche Issuance Date, the Second Tranche Issuance Date and the Third Tranche Issuance Date (or, if a representation or warranty is made as of a specific date, as of such date), as follows:

Section 6A.01 Target Capitalization; Purchased Rights.

Section 6A.02 Subsidiaries, Joint Ventures.

Section 6A.03 Three Properties.

Section 6A.04 Sanctions; Export Controls; Trade Compliance.

Section 6A.05 Litigation.

There is no Action pending or, to the knowledge of the Seller, threatened against any member of the Target Group that (a) would reasonably be expected to result in Losses to the Target Group in excess of $100,000 individually or $1,000,000 in the aggregate, or (b) seeks injunctive or other equitable relief that would materially restrict the operations of any member of the Target Group. There is no Governmental Order outstanding against any member of the Target Group that would materially restrict the operations or business of any member of the Target Group. There is no action, suit, proceeding or investigation by any member of the Target Group pending or which any member of the Target Group intends to initiate. The foregoing includes, without limitation, Actions involving the prior employment of any of the Target Group’s employees, their services provided in connection with the Target Group’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

Section 6A.06 Intellectual Property.

Each member of the Target Group owns or has the right to use all intellectual property (including patents, trademarks, trade names, service marks, copyrights, trade secrets, domain names, and licenses) that is material to the conduct of its business as currently conducted, free and clear of all Encumbrances (other than non-exclusive licenses granted in the ordinary course of business). To the knowledge of the Seller, (a) no member of the Target Group is infringing, misappropriating, or otherwise violating the intellectual property rights of any third party in any material respect, and (b) no third party is infringing, misappropriating, or otherwise violating the intellectual property rights of any member of the Target Group in any material respect. No Action is pending or, to the knowledge of the Seller, threatened against any member of the Target Group alleging infringement, misappropriation, or other violation of the intellectual property rights of any third party.

Section 6A.07 Compliance with Other Instruments.

No member of the Target Group is in violation or default of (a) any provision of its organizational documents or (b) any term or provision of any material Contract, Governmental Order, or Law applicable to it, except where such violation or default would not, individually or in the aggregate, reasonably be expected to be material to the Target Group, taken as a whole.

Section 6A.08 Affiliate Transactions.

Except as set forth on Schedule 6A.08, no member of the Target Group is a party to any Contract or transaction with (a) any officer, director, or employee of any member of the Target Group or any Affiliate thereof, (b) any holder of more than five percent (5%) of the equity interests of the Target, or (c) any Affiliate or Immediate Family Member of any of the foregoing Persons (each, an “Affiliate Transaction”), other than employment agreements and benefit arrangements entered into in the ordinary course of business on arm’s-length terms.

Section 6A.09 Tangible and Real Property; Sufficiency of Assets.

Section 6A.10 Financial Statements; No Off-Balance Sheet Liabilities.

Section 6A.11 Absence of Certain Changes.

Since the Interim Balance Sheet Date, (a) each member of the Target Group has conducted its business in the ordinary course consistent with past practice, and (b) there has not occurred any event, circumstance, development, change, or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date, no member of the Target Group has taken any action that, if taken after the date of this Agreement without Buyer’s consent, would constitute a breach of Section 8.05.

Section 6A.12 Tax Matters.

Each member of the Target Group has (a) timely filed (taking into account any valid extensions) all material Tax returns required to be filed by it with the appropriate Governmental Authority in all jurisdictions in which such Tax returns are required to be filed, and all such Tax returns are true, correct, and complete in all material respects, and (b) timely paid all material Taxes due and owing (whether or not shown on any Tax return). No member of the Target Group is currently the subject of any audit, examination, investigation, or proceeding by any Governmental Authority with respect to Taxes, and no such audit, examination, investigation, or proceeding has been threatened in writing. There are no material Encumbrances for Taxes upon the assets of any member of the Target Group other than Encumbrances for Taxes not yet due and payable.

Section 6A.13 Permits.

Each member of the Target Group holds all Approvals, licenses, permits, franchises, concessions, and authorizations of any Governmental Authority (collectively, “Permits”) that are necessary for the lawful conduct of its business as presently conducted. All such Permits are in full force and effect, no member of the Target Group is in material violation of any such Permit, and no Action is pending or, to the knowledge of the Seller, threatened seeking the revocation, suspension, or limitation of any such Permit.

Section 6A.14 Environmental.

Each member of the Target Group is, and has been, in compliance in all material respects with all applicable Environmental Laws. No member of the Target Group has received any written notice from any Governmental Authority or other Person alleging any violation of, or liability under, any Environmental Law. No Hazardous Substance has been generated, manufactured, used, stored, treated, disposed of, released, or discharged at, on, under, or from any property currently or formerly owned, leased, or operated by any member of the Target Group in violation of any Environmental Law or in a manner that would reasonably be expected to give rise to any material liability under any Environmental Law.

Section 6A.15 Data Privacy.

Each member of the Target Group is, and has been, in compliance with (a) all applicable Laws relating to the collection, use, storage, processing, transfer, disclosure, and protection of personal data and personally identifiable information (collectively, “Privacy Laws”), (b) all privacy policies, terms of use, and contractual obligations of any member of the Target Group relating to the foregoing, and (c) all applicable requirements of any Governmental Authority relating to data protection and cybersecurity. No member of the Target Group has experienced any data security breach, unauthorized access to, or unauthorized disclosure of, personal data or other confidential information in its possession or control. No Action is pending or, to the knowledge of the Seller, threatened against any member of the Target Group alleging any violation of any Privacy Law.

Section 6A.16 Business Description of Target Group.

The statements set forth in Annex B (Business Description of the Target Group) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 6A.17 Full Disclosure.

No representation or warranty made by Seller in this Agreement or any Ancillary Document, and no certificate, schedule, exhibit or other document furnished or to be furnished by or on behalf of Seller pursuant to this Agreement or any Ancillary Document, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

ARTICLE VII

Representations and Warranties of Buyer

Buyer represents and warrants to Seller, as of the date hereof and as of the Closing Date (or, if a representation or warranty is made as of a specific date, as of such date), as follows:

Section 7.01 Organization; Authority; Enforceability.

Buyer is a corporation duly incorporated and validly existing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Document to which it is a party have been duly authorized by all necessary corporate action on the part of Buyer, other than the approval of Buyer’s shareholders to the extent required under applicable Law, Buyer’s organizational documents, or the rules of any securities exchange on which Buyer’s securities are listed, which approval shall be obtained prior to the Closing; this Agreement has been, and each such Ancillary Document will be at or prior to the Closing, duly executed and delivered by Buyer, and this Agreement constitutes, and each such Ancillary Document when so executed and delivered will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Enforceability Exceptions.

Section 7.02 No Conflicts; Consents.

The execution, delivery and performance by Buyer of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of the certificate of incorporation, bylaws, or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any Law or Governmental Order applicable to Buyer or any of its assets; (c) require any Approval by or filing with, or other action by, any Person (other than the approval of Buyer’s shareholders and such other Approval or filing which will be completed on or prior to the Closing), or result in a violation or breach of, or constitute a default under, or result in the acceleration, cancellation, termination or modification of, any Contract to which Buyer is a party or by which Buyer or any of its assets are bound, except for (i) any filings required under applicable securities Laws, (ii) any filings required under the Nasdaq Rules, (iii) any Approvals required under non-U.S. Laws, and (iv) such other filings, permits, licenses, consents, or approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

Section 7.03 Authorization of Shares.

The Consideration Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.

Section 7.04 Capitalization. 

Section 7.05 Litigation. 

There are no Actions pending or, to Buyer’s knowledge, threatened against Buyer that challenge the validity of this Agreement.

Section 7.06 Exemption from Registration. 

Subject to the accuracy of Seller’s and Dece’s representations in this Agreement, the offer and issuance of the Consideration Shares are being made in reliance upon one or more exemptions from registration under the Securities Act and applicable state securities laws, including, without limitation, Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S promulgated thereunder.

Section 7.07 No Shell Company Status. 

As of the date hereof, Buyer is not an issuer identified in Rule 144(i)(1) under the Securities Act.

Section 7.08 No Other Representations or Warranties.

Except for the representations and warranties contained in Article VII, Buyer does not make any other express or implied representation or warranty with respect to itself or the transactions contemplated hereby, and disclaims any other representations or warranties, whether made by Buyer or any of its Affiliates, officers, managers, employees, agents, Representatives or any other Person.

ARTICLE VIII

Covenants

Section 8.01 Cooperation; Notices; Further Assurances.

Each Party shall, and shall cause its Affiliates to, cooperate fully with the other Parties in connection with the consummation of the transactions contemplated by this Agreement. Each Party shall promptly notify the other Parties of any fact, event, or circumstance known to it that would reasonably be expected to (i) prevent or materially delay the consummation of the transactions contemplated hereby or (ii) result in any representation or warranty of such Party contained herein being or becoming untrue or inaccurate in any material respect. Each Party shall, upon request of another Party, execute and deliver such additional documents, instruments, conveyances, and other writings, and take such further actions, as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 8.02 Confidentiality.

Each Party acknowledges that, in connection with the negotiation and consummation of the transactions contemplated by this Agreement, it has received or may receive Confidential Information (as defined below) of the other Parties. Each Party agrees that it shall, and shall cause its Affiliates and Representatives to, hold in strict confidence all Confidential Information received from or relating to any other Party, and shall not, without the prior written consent of such other Party, disclose or use any such Confidential Information for any purpose other than as expressly permitted by this Agreement or as required by applicable Law or Nasdaq Rules; provided, however, that (x) Buyer shall be entitled, without the consent of any other Party and without prior notice (except to the extent reasonably practicable), to make any disclosure that Buyer determines (after consultation with its outside legal counsel) is required or advisable under applicable securities Laws, the rules and regulations of the SEC, or the Nasdaq Rules, including without limitation in connection with any Current Report on Form 8-K, Quarterly Report on Form 10-Q, Annual Report on Form 10-K, proxy statement, prospectus, registration statement, or other filing with the SEC or Nasdaq (collectively, “Required Disclosures”), and (y) in the case of any other disclosure required by applicable Law, the disclosing Party shall provide prompt prior written notice to the other Party to the extent permitted by applicable Law and shall reasonably cooperate with the other Party in seeking a protective order or other appropriate relief (but shall not be required to delay any Required Disclosure). For purposes of this Agreement, “Confidential Information” means all non-public information relating to a Party or its Affiliates, the Purchased Rights, or the terms of this Agreement or any Ancillary Document, but excluding information that (i) is or becomes publicly available other than through a breach of this Section 8.02, (ii) was already known to the receiving Party at the time of its disclosure, (iii) is lawfully obtained by the receiving Party from a third party not under a duty of confidentiality, or (iv) is independently developed by the receiving Party without use of or reference to any Confidential Information.

Section 8.03 Consent to Transfer.

Seller shall cause each Target Company Party irrevocably to consent to the sale, assignment, transfer, and conveyance of all Purchased Rights from Seller to Buyer pursuant to this Agreement, and agrees to recognize Buyer (or its designee) as the sole and exclusive owner and holder of the Purchased Rights, free and clear of all Encumbrances, effective upon the Closing. Seller shall cause each Target Company Party further to agree to perform all of its obligations under the Debt-to-Equity Agreement and any other agreement or instrument giving rise to the Purchased Rights in favor of Buyer (or its designee) as if Buyer had been the original party thereto, and waives any right to object to, challenge, or otherwise impede the transfer of the Purchased Rights or Buyer’s exercise thereof.

Section 8.04 Seller’s Covenants to Facilitate Sale and Exercise of Purchased Rights.

Section 8.05 Conduct of Business.

From the date hereof until the earlier of the satisfaction of Third Tranche Conditions and the termination of this Agreement in accordance with Article X (the “Interim Period”), except (i) as expressly contemplated by this Agreement or any Ancillary Document, (ii) as required by applicable Law, or (iii) with the prior written consent of Buyer (which may be granted or withheld in Buyer’s sole discretion), the Seller shall and the Sell shall cause the Target Company Parties and their respective Affiliates (including any and all members of the Target Group) to, comply with this Section 8.05.

Section 8.06 Audit and Financial Statement Cooperation.

The Seller shall and the Sell shall cause the Target Company Parties and the Target Group to, deliver to Buyer, as promptly as practicable following the date of this Agreement and in any event no later than ten (10) days after the date of this Agreement, the Financial Statements. In addition, the Seller shall and the Sell shall cause the Target Company Parties andthe Target Group to, provide to Buyer, as promptly as practicable (and in any event within ten (10) Business Days after Buyer’s request), all financial statements, pro forma financial information, and other financial data of the Target Group required to be included in any Buyer SEC Filing under Regulation S-X (including Rule 3-05 and Article 11 thereof), Item 14 of Schedule 14A, or any other applicable SEC rule or regulation, in each case prepared in accordance with U.S. generally accepted accounting principles (or reconciled to U.S. GAAP if prepared under IFRS) and in form and substance sufficient to satisfy Buyer’s disclosure obligations. Without limiting the generality of the foregoing, Seller shall and the Sell shall cause the Target Company Parties and the Target Group to:

Section 8.07 Cooperation with ZH CPA LLC and StoneX Group, Inc.

The Sell shall cause Each Target Company Party and the Target Group to, fully cooperate with ZH CPA LLC and StoneX Group, Inc. (and their respective agents, representatives, and designees) in connection with the preparation and issuance of the Accounting Opinion required pursuant to Section 5.01 and the Valuation Report required pursuant to Section 3.02. Without limiting the generality of the foregoing, the Seller shall cause each Target Company Party and the Target Group to:

The fees and expenses of ZH CPA LLC and StoneX Group, Inc. in connection with the preparation of the Accounting Opinion and the Valuation Report shall be borne 50% by Seller and 50% by Buyer.

Section 8.08 SEC and Proxy Disclosure Cooperation.

Section 8.09 Public Announcements.

Section 8.10 No Commitment as to Regulatory and Shareholder Approval Timelines.

Subject to Buyer’s obligation to use commercially reasonable efforts to prepare and file all necessary documents and schedule all required meetings in a timely manner, notwithstanding anything to the contrary in this Agreement, Buyer makes no representation, warranty, covenant, or commitment whatsoever with respect to the timing, duration, or outcome of (a) any review, approval, or clearance process conducted by the SEC or any other U.S. Governmental Authority in connection with the transactions contemplated by this Agreement, including without limitation the timing of any comments, reviews, or declarations of effectiveness relating to any registration statement, proxy statement, or other filing with the SEC, or (b) the scheduling, convening, or completion of any meeting of Buyer’s shareholders (including any annual or special meeting of shareholders of Buyer) required or convened for the purpose of obtaining the Buyer Shareholder Approval contemplated by Section 5.01(a) or any other approval required under applicable Law, Buyer’s organizational documents, or the Nasdaq Rules. Each of the other Parties to this Agreement acknowledges and agrees that the timing of such regulatory reviews and shareholder approval processes is subject to factors beyond Buyer’s reasonable control, and no delay in or failure to obtain any such review, approval, or clearance within any particular timeframe shall constitute a breach by Buyer of any obligation under this Agreement or give rise to any liability of Buyer to any other Party to this Agreement or any other Person.

Section 8.11 Board Representation.

Upon the satisfaction of the Third Tranche Conditions and the completion of the issuance of the Third Tranche Shares in accordance with Section 3.03(c), Buyer shall take all actions necessary to (a) increase the size of the Board of Directors of Buyer (the “Board”) by two (2) directors, and (b) appoint two (2) individuals designated by Seller to fill such newly created directorships (the “Seller Designees”), effective as of the Third Tranche Issuance Date or as soon as reasonably practicable thereafter; provided, that Buyer’s obligation to increase the size of the Board and appoint the Seller Designees pursuant to this Section 8.11 shall be subject to, and conditioned upon, such increase and appointments not resulting in the composition of the Board failing to comply with the independent director requirements of the Nasdaq Rules (including, for the avoidance of doubt, the requirement that a majority of the Board consist of independent directors). The Seller Designees shall be subject to Buyer’s reasonable approval and shall satisfy all applicable requirements under the Nasdaq Rules and applicable Law. Buyer shall use commercially reasonable efforts to cause the Seller Designees to be included in the slate of nominees recommended by the Board to Buyer’s shareholders at each annual meeting of shareholders held during the period that Seller (together with its Affiliates) beneficially owns at least fifty percent (50%) of the shares of Common Stock issued under this Agreement. The rights of Seller under this Section 8.11 shall terminate automatically and without further action at such time as Seller (together with its Affiliates) ceases to beneficially own at least fifty percent (50%) of the shares of Common Stock issued under this Agreement, and upon such termination, Seller shall cause the Seller Designees to promptly resign from the Board.

ARTICLE IX

Indemnification

Section 9.01 Indemnification by Seller.

Subject to the limitations set forth in this Article IX, from and after the Closing, the Seller (the “Indemnifying Party”) shall, jointly and severally, indemnify, defend, and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnified Party”) from and against any and all Losses arising out of, relating to, or resulting from:

Section 9.02 Procedures; Control of Defense.

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.

If any Indemnified Party receives notice of any claim, action, suit, or proceeding (a “Third-Party Claim”) in respect of which indemnification may be sought under this Article IX, such Indemnified Party shall notify the applicable Indemnifying Party in writing of such Third-Party Claim within a reasonable time after receipt thereof; provided that failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent such Indemnifying Party is actually and materially prejudiced by such failure. The Indemnified Party shall have the sole right to control the defense, settlement, and compromise of any Third-Party Claim, with counsel of its own selection, at the Indemnifying Party’s sole cost and expense; provided that (a) the Indemnifying Party shall have the right, at its own cost and expense, to participate in (but not control) the defense of such Third-Party Claim with counsel of its own selection, and (b) the Indemnified Party shall keep the Indemnifying Party reasonably informed of the status of such Third-Party Claim and shall consider in good faith any comments or suggestions made by the Indemnifying Party with respect thereto. Notwithstanding the foregoing, if the Indemnified Party elects not to assume control of the defense of a Third-Party Claim, the Indemnifying Party may assume control of such defense with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party’s sole cost and expense; provided that the Indemnifying Party shall not settle or compromise any Third-Party Claim without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party’s sole discretion). The Indemnified Party shall not settle or compromise any Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed), and any such settlement or compromise shall be conclusive and binding on the Indemnifying Party for purposes of determining the amount of Losses subject to indemnification hereunder.

Section 9.03 Remedies; Specific Performance.

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, the Parties agree that any Party shall be entitled to seek an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such Party is entitled at law or in equity, without proof of actual damages and without bond or other security being required therefor. The foregoing right shall be in addition to, and not in limitation of, any other rights or remedies available to any Party under applicable Law or this Agreement.

Section 9.04 Buyer’s Right of Setoff.

Section 9.05 Survival of Representations, Warranties, Covenants, and Indemnification Obligations.

ARTICLE X

Termination

Section 10.01 Termination Rights.

This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

Section 10.02 Effect of Termination.

In the event of the termination of this Agreement pursuant to Section 10.01, this Agreement shall forthwith become void and have no effect, and no Party shall have any liability or obligation to any other Party hereunder, except that (i) the provisions of Section 8.02 (Confidentiality), Section 8.09 (Public Announcements), this Section 10.02, Section 10.03, and Article XI shall survive any termination of this Agreement, (ii) no such termination shall relieve any Party from any liability arising from or related to any breach of any of its representations, warranties, covenants, or agreements set forth in this Agreement prior to such termination, including any liability of Seller arising therefrom, and (iii) the rights and remedies of Buyer under this Article X are in addition to, and not in lieu of, any other rights and remedies available to Buyer at law or in equity.

Section 10.03 Termination Fee.

ARTICLE XI

Miscellaneous

Section 11.01 Notices.

All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally to the recipient, (b) one (1) Business Day after being sent by nationally recognized overnight courier (with written confirmation of receipt), (c) upon transmission by electronic mail (provided that no error message is received and a copy is promptly sent by one of the methods described in clause (a) or (b)), or (d) five (5) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, in each case to the applicable Party at the addresses set forth on Exhibit B or at such other address as may be designated by such Party by written notice to the other Parties.

Section 11.02 Assignment.

Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties; provided, however, that Buyer may assign all or any portion of its rights (but not its obligations) under this Agreement to one or more of its Affiliates or to any lender or financing source as collateral security without the consent of the Seller, but no such assignment shall relieve Buyer of its obligations hereunder. Any purported assignment in violation of this Section 11.02 shall be void ab initio. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 11.03 Expenses.

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including all fees and expenses of such Party’s legal counsel, financial advisors, accountants, and other Representatives.

Section 11.04 Governing Law.

Section 11.05 Jurisdiction; Dispute Resolution.

(i) bifurcating the Hybrid Dispute into a forum under Section 11.05(a) for matters arising out of this Agreement and a CIETAC arbitration under Section 11.05(b) for matters arising out of the Debt-to-Equity Agreement, with the parties reasonably cooperating to coordinate the two proceedings; or

(ii) consolidating all aspects of the Hybrid Dispute in binding arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules then in effect, seated in Hong Kong, conducted in English, before a tribunal of three arbitrators, and applying the substantive law specified in Section 11.04 to the respective aspects of the Hybrid Dispute. Seller irrevocably consents to Buyer’s election under this Section 11.05(c) and waive any objection thereto, including any objection that the elected forum lacks jurisdiction or is otherwise inappropriate. Any award rendered in an HKIAC arbitration commenced under this Section 11.05(c) shall be final and binding and enforceable in any court of competent jurisdiction.

Section 11.06 Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER FOUNDED IN CONTRACT, TORT, OR OTHERWISE). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.06.

Section 11.07 Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile and electronic (including PDF) signatures shall be deemed originals for all purposes of this Agreement.

Section 11.08 Entire Agreement.

This Agreement (including all Exhibits and Schedules hereto and all Ancillary Documents) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless set forth in writing and duly executed by all Parties (in the case of an amendment or modification) or by the Party against whom such waiver is sought to be enforced (in the case of a waiver). No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 11.09 Severability.

If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then all parties agree to substitute such provision(s) through good faith negotiations.

Section 11.10 Disclosure Integration.

Any matter, information or item disclosed in the Disclosure Schedules or in any Annex or Exhibit attached hereto, under any specific representation or warranty or section number hereof, shall be deemed to have been disclosed with respect to any other section or subsection of this Agreement to which the matter relates, so long as the description of such matter in the Disclosure Schedules readily and apparently indicates its relevance to the pertinent section on the face of such disclosure.

(Signature pages follow.)

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

BUYER: