Item
1.01 Entry Into A Material Definitive Agreement.
On
June 5, 2020, Planet Green Holdings Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) with Fast Approach, Inc., a corporation incorporated under the laws of Canada (“Target”),
and each of the shareholders of Target (collectively, the “Sellers”), pursuant to which, among other things
and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of Target by acquiring
from the Sellers all of the outstanding equity interests of Target (the “Acquisition”). Target operates a demand
side platform targeting the Chinese education market in North America. On June 5, 2020, the Company closed the Acquisition.
Pursuant
to the Share Exchange Agreement, in exchange for the acquisition of all of the outstanding equity interests of Target, the Company
issued an aggregate of 1,800,000 shares of common stock, par value $0.001 per share, of the Company (the “Exchange Shares”)
to the Sellers. At the closing of the Acquisition, the Company entered into a lock-up agreement with the Sellers with respect
to the Exchange Shares, pursuant to which the Sellers agreed, subject to certain exceptions, not to transfer the Exchange Shares,
or publicly disclose the intention to do so, from the closing of the Acquisition until the first anniversary of the closing (the
“Lock-Up Agreement”).
The
Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and Target and
the Sellers on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions
and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules
to the Share Exchange Agreement.
At
the closing of the Acquisition, the Sellers and certain individuals that are involved in the management of Target (the “Subject
Parties”) entered into a non-competition and non-solicitation agreement (the “Non-Competition Agreement”)
in favor of the Company, relating to the post-acquisition business of the Company in the operations of online advertising platforms
to market higher education digitally (the “Business”) anywhere in North America and/or the Peoples’ Republic
of China (the “Territory”). Pursuant to the Non-Competition Agreement, subject to certain exceptions, for a
period of four years from the closing of the Acquisition, each Subject Party and his/her affiliates will not, without prior written
consent of the Company, anywhere in the Territory, directly or indirectly engage in (or own, manage, finance or control, or become
engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, an entity
that engages in) the Business.
The
foregoing descriptions of the Share Exchange Agreement, the Lock-Up Agreement and the Non-Competition Agreement do not purport
to be complete and are subject to, and are qualified in their entirety by, the full text of those agreements, which are filed
herewith as Exhibits 10.1, 10.2, and 10.3 and incorporated herein by reference.