U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number: 001-39137
Fresh2 Group Limited
650 Fifth Avenue, Suite 2416
New York, NY 10019-6108
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This Report on Form 6-K is incorporated by reference into the Registrant’s
Registration Statements on Form S-8 File Numbers 333-265413 and 333-259748 and our Registration Statement on Form F-3 File Number 333-256630
Entry Into Material Definitive Agreements
On July 17, 2023, Fresh2 Group Limited (the “Company” or
the “Registrant”) and its subsidiary Fresh2 Technology Inc. (“Fresh2 Technology”) entered into a definitive Share
Purchase Agreement with Immensus LLC, Zero2First Capital Limited, Future Capital Tech Pte. Ltd (Singapore), River Hill China Capital Ltd
(collectively, the “Sellers”) and Roxe Holding Inc (“Roxe”) under which Fresh2 Technology purchased 51% of the
common stock of Roxe (the “Roxe Shares”). As consideration for the purchase of the Roxe Shares, the Company issued an aggregate
of 110,476,291 Class A Ordinary Shares of the Company to the Sellers, based on Roxe’s valuation of $60 million and the average trading
price of the Company’s ADSs for the prior 90 trading days (each ADS represents 20 Class A Ordinary Shares). The closing took place
simultaneously with the execution of the Share Purchase Agreement.
Roxe is a blockchain infrastructure company that provides online payment
solutions. Through its wholly owned subsidiary Yiit Inc., Roxe also provides innovative food delivery services.
The Company’s CEO Mr Haohan Xu was a significant shareholder
of Roxe. As such, the board of directors of the Company formed a special committee, consisting of the Company’s independent directors,
to evaluate this business opportunity. The transaction was unanimously approved by the special committee and the board of directors. As
a result of this transaction, Mr. Xu now holds 71,774,679 Class A Ordinary Shares of the Company, or 24.6 % of the issued and outstanding
shares.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Fresh2 Group Limited |
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By: |
/s/ Haohan Xu |
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Name: |
Haohan Xu |
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Title: |
Chief Executive Officer |
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Dated: July 21, 2023 |
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2
Exhibit
10.1
SHARE
PURCHASE AGREEMENT
THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 17 , 2023 by and among
(1)
Fresh2 Group Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (the
“Fresh2”);
(2)
Immensus LLC, Zero2First Capital Limited, Future Capital Tech Pte. Ltd (Singapore), and River Hill China Capital Ltd, as
the selling shareholders of Roxe Holding Inc (each, a “Seller”, collectively, the “Sellers”);
(3)
Roxe Holding Inc, a company incorporated in Delaware (the “Company” and together with the Sellers, the “Seller
Parties”); and
(4)
Fresh2 Technology Inc, a Delaware Corporation (the “Purchaser”)
Each
of the Fresh2, the Purchaser, the Sellers and the Company are referred to as a “Party” and collectively as “Parties”.
WHEREAS,
the Sellers own certain number of the issued and outstanding shares of the Company;
WHEREAS,
the Sellers desire to sell to Purchaser, and Purchaser desires to purchase from the Sellers 122,948,707 shares of common stock of
the Company, for the consideration and on the terms and conditions set forth in this Agreement; and
WHEREAS,
as consideration for the purchase of the Company’s shares, the Purchaser desires to cause Fresh2 to issue an aggregate of US$30,601,932.61
(the “Purchase Price”) in Class A ordinary shares, par value US$0.01, of Fresh2 (“Fresh2 Ordinary Shares”)
to the Sellers, pursuant to the terms and conditions set forth in this Agreement, with each Fresh2 Ordinary Share valued based on the
1/20 of trailing 90 day average close price of ADS of Fresh2 as of the last business day prior to the date of this Agreement, which is
US$0.277 per share (the “Per Share Price”), for an aggregate of 110,476,291 Fresh2 Class A Ordinary Shares (the “Share
Consideration”), with the Share Consideration allocated to each Seller as listed in Schedule A (each Seller’s
“Pro Rata Share”).
NOW,
THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1.
DEFINITIONS.
1.1.
Certain Defined Terms. The following terms used in this Agreement shall be construed to have the meaning set forth or referenced
below.
“Action” |
means any notice
of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation,
assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,
by or before any Governmental Authority. |
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“Affiliates” |
means, with respect to
any specified Person, any other Person who or which, directly or indirectly, Controls, is Controlled by, or is under common Control
with such specified Person, including any officer, director, employee, member, partner or shareholder of such Person and any venture
capital fund now or hereafter existing that is Controlled by or under common Control with one or more general partners or managing
members of, or shares the same management company with, such Person. |
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“Benefit Plan” |
means any deferred compensation,
executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting,
severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other
insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement,
and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such
term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Group Company for
the benefit of any employee or terminated employee of a Group Company, or with respect to which a Group Company has any liability,
whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not. |
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“Business Day” |
means any day other than
a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for
business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in
New York, New York are generally open for use by customers on such day. |
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“Charter
Documents” |
means to a Person that
is an entity, such Person’s memorandum and articles of association, certificate or articles of incorporation or formation,
by-laws, partnership agreement, joint venture agreements, limited liability company operating agreement and other similar organizational
documents. |
“Code” |
means the Internal
Revenue Code of 1986 and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such
section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing
or superseding such section. |
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“Confidential
Information” |
means the terms and provisions
of this Agreement any information concerning the business and affairs of any Group Company or Purchaser or Fresh2 or their respective
Affiliates that is not generally available to the public, including know-how, trade secrets, customer lists, details of customer
or consultant contracts, pricing policies, operational methods and marketing plans or strategies, and any information disclosed to
any Group Company or the Purchaser or Fresh2 or their respective Affiliates by third parties to the extent that they have an obligation
of confidentiality in connection therewith; provided, however, that “Confidential Information” shall not include any
information which, at the time of disclosure by a Seller or its Representatives, is generally available publicly and was not disclosed
in breach of this Agreement by a Seller or its Representatives. |
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“Contract” |
means any contract, agreement,
binding arrangement, commitment or understanding, bond, note, indenture, mortgage, debt instrument, license (or any other contract,
agreement or binding arrangement concerning Intellectual Property), franchise, lease or other instrument or obligation of any kind,
written or oral (including any amendments or other modifications thereto). |
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“Control” |
means the possession, directly
or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting
securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition,
a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than fifty percent
(50%) of the voting power in such other Person. “Controlled”, “Controlling” and “under common Control
with” have correlative meanings. |
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“Copyrights” |
means all works of authorship,
mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration
and renewal, and non-registered copyrights. |
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“Disclosure Schedules” |
means the disclosure schedules
to this Agreement dated as of the date hereof and forming a part of this Agreement, including Schedule A hereto. |
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“Environmental
Condition” |
means any contamination
or damage to the environment caused by or relating to the use, handling, storage, treatment, recycling, generation, transportation,
release, spilling, leaching, pumping, pouring, emptying, discharging, injection, escaping, disposal, dumping or threatened release
of Hazardous Materials by any Person. With respect to claims by employees or other third parties, Environmental Condition also includes
the exposure of Persons to amounts of Hazardous Materials. |
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“Environmental
Laws” |
means all Laws relating
to pollution or protection of the environment, natural resources and health, safety and fire prevention, including those relating
to emissions, discharges, releases or threatened releases of Hazardous Material into the environment (including ambient air, surface
water, groundwater or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Material. |
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“Environmental
Permits” |
means all permits, approvals,
agreements, identification numbers, licenses and other authorizations required under any applicable Environmental Law. |
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“ERISA” |
means the Employee Retirement
Income Security Act of 1974 and any successor statute thereto, as amended. Reference to a specific section of ERISA shall include
such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing
or superseding such section. |
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“Exchange Act” |
means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder. |
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“Governmental
Authority” |
means (a) any nation or
government or any nation, federal, state, province, municipality, local, autonomous region or any other political subdivision thereof;
(b) any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining
to government and any government authority, agency, department, board, commission or instrumentality or any political subdivision
thereof, including any entity or enterprise owned or controlled by a government or a public international organization; or (c) any
court, tribunal or arbitrator. |
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“Group” |
means, collectively, the
Company and the direct or indirect Subsidiaries of the Company. |
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“Group
Company” |
means any member of the
Group, individually. |
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“Hazardous Material” |
means (a) all substances,
materials, chemicals, compounds, pollutants or wastes regulated by, under or pursuant to any Environmental Laws; and (b) asbestos,
petroleum, any fraction or product of crude oil or petroleum, radioactive materials and polychlorinated biphenyls. |
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“Indebtedness” |
means, without duplication,
(a) the outstanding principal of, and accrued and unpaid interest on, all bank or other third party indebtedness for borrowed money
of any Group Company, including indebtedness under any bank credit agreement and any other related agreements and all obligations
of any Group Company evidenced by notes, debentures, bonds or other similar instruments for the payment of which any Group Company
is responsible or liable, (b) all obligations of any Group Company for the reimbursement of any obligor on any line or letter of
credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against,
(c) all obligations of any Group Company issued or assumed for deferred purchase price payments, (d) all obligations of an Group
Company under leases required to be capitalized in accordance with US GAAP, (e) all interest rate and currency swaps, caps, collars
and similar agreements or hedging devices under which payments are obligated to be made by any Group Company, whether periodically
or upon the happening of a contingency, (f) all obligations of any Group Company secured by a Lien (other than a Permitted Lien)
on any asset of any Group Company, whether or not such obligation is assumed by a Group Company, (g) any premiums, prepayment fees
or other penalties, fees, costs or expenses associated with payment of any Indebtedness and (h) all obligation described in clauses
(a) through (g) above of any other Person which is directly or indirectly guaranteed by any Group Company or which any Group Company
has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor
against loss. |
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“Intellectual
Property” |
means all of the following,
including any applications to register any of the following, as they exist in any jurisdiction throughout the world: (a) Patents;
(b) Trademarks; (c) Copyrights; (d) Trade Secrets; (e) all domain name and domain name registrations, web sites and web pages and
related rights, registrations, items and documentation related thereto; (f) Software; (g) rights of publicity and privacy, and moral
rights, and (h) all licenses, sublicenses, permissions, and other agreements related to the preceding property. |
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“IRS” |
means the U.S Internal
Revenue Service. |
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“Knowledge” |
means (i) with respect
to the Sellers, actual knowledge of executive-level employees of the Group; or (ii) with respect to the Company, actual knowledge
of executive-level employees of the Company. |
“Law” |
means any federal,
state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation,
treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Permit or Order that is or has been issued,
enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any
Governmental Authority. |
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“Liabilities” |
means any and all debts,
liabilities and obligations of any nature whatsoever, whether accrued or fixed, absolute or contingent, mature or unmatured or determined
or determinable, including those arising under any Law, Action, Order or Contract. |
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“Lien” |
means any mortgage, pledge,
deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement,
lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, charge, option,
right of first offer, negotiation or refusal, proxy, lien, charge, adverse claim or other restrictions (including restrictions on
transfer), or limitations of any nature whatsoever, including such liens as may arise under any Contract. |
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“Material Adverse
Effect” |
means, with respect to
any Seller Party, any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate
with all other events, facts, conditions, changes, circumstances, occurrences or effects, (a) has had, or would reasonably be expected
to have, a material adverse effect on the business, properties, prospects, assets, Liabilities, condition (financial or otherwise),
operations, licenses or other franchises or results of operations of any Group Company, or materially diminish the value of the Purchased
Shares or (b) does or would reasonably be expected to materially impair or delay the ability of a Seller Party to perform their respective
obligations under this Agreement and the other Transaction Documents or to consummate the Transactions. |
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“OFAC” |
means the Office of Foreign
Assets Control of the U.S. Treasury Department. |
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“Order” |
means any order, writ,
rule, judgment, injunction, decree, stipulation, determination or award that is or has been made, entered, rendered or otherwise
put into effect by, with or under the authority of any Governmental Authority. |
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“Ordinary Course
of Business” |
means, with respect to
a Person, an action taken by such Person if (a) such action is recurring in nature, is consistent with the past practices of the
Person and is taken in the ordinary course of the normal day-to-day operations of the Person; (b) such action is not required to
be authorized by the equity holders of such Person, the board of directors (or equivalent) of such Person or any committee of the
board of directors (or equivalent) of such Person and does not require any other special authorization of any nature; and (c) such
action is taken in accordance with sound and prudent business practice. Unless the context or language herein requires otherwise,
each reference to Ordinary Course of Business will be deemed to be a reference to Ordinary Course of Business of a Group Company. |
“Patents” |
means all patents,
patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other
patent rights (including any divisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not
patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled). |
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“Permit” |
means any federal, state,
local, foreign or other third-party permit, grant, easement, consent, approval, authorization, exemption, license, franchise, concession,
ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration or qualification
that is or has been issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or
other Person. |
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“Permitted Liens” |
means any (a) statutory
Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by Law in the Ordinary Course
of Business for sums not yet due and payable; and (b) Liens for current taxes not yet due and payable. |
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“Person” |
means any individual, corporation,
partnership, trust, limited liability company, company limited by shares, Governmental Authority, unincorporated association or other
entity, whether ating in an individual, fiduciary or other capacity. |
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“Personal Property” |
means all of the machinery,
equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, spare parts, and other tangible personal
property which are owned, used or leased by any Group Company and used or useful, or intended for use, in the conduct or operations
of a Group Company’s business. |
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“Representative” |
means, as to any Person,
such Person’s Affiliates and its and their respective directors, officers, employees, independent contractors, advisors (including
financial advisors, counsel and accountants), agents and legal representatives. |
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“SEC” |
means the U.S. Securities
and Exchange Commission. |
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“Securities Act” |
means the U.S. Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
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“Software” |
means all computer software,
including all source code, object code, and documentation related thereto and all software modules, assemblers, applets, compilers,
flow charts or diagrams, tools and databases. |
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“Subsidiary” |
of any Person means any
other Person of which at least fifty percent (50%) of the outstanding voting securities or other voting equity interests are owned,
directly or indirectly, by such
first Person and, for the avoidance of doubt, shall include any variable interest entity over which
such Person or any of its subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person
in accordance with generally accepted accounting principles applicable to such Person. Unless the context otherwise requires, any
reference to a Subsidiary in this Agreement will mean a Subsidiary of the Company. |
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“Tax”
or “Taxes” |
means any and all national,
federal, state, provincial, municipal, local or foreign taxes of any country, assessments and other governmental charges, duties,
impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, capital gains, sales, use
and occupation, value added, ad valorem, transfer, franchise, building, vehicle, land use, land appreciation, city and rural construction,
tariff, withholding, payroll, recapture, employment, additional education, excise and property taxes, adjustment taxes, together
with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements
with any other Person with respect to such amounts or as a result of the assumption of any Liability for Taxes of a predecessor or
transferor entity, in each case, whether disputed or not. |
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“Tax Return” |
means any return, report
declaration, filing form, claim for refund or information return or statement relating to Tax, including any schedule or attachment
thereto and any amendment thereof, filed or required to be filed with a Taxing Authority in connection with any Tax, or, where none
is required to be filed with a Taxing Authority, the statement or other document issued by a Taxing Authority in connection with
any Tax. |
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“Taxing Authority” |
means any Governmental
Authority responsible for the imposition or collection of any Tax. |
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“Trademarks” |
means, as they exist in
any jurisdiction throughout the world, all trademarks, service marks, trade dress, trade names, brand names, Internet domain names,
designs, logos, or corporate/company names (including, in each case, the goodwill associated therewith), whether registered or unregistered,
and all registrations and applications for registration and renewal thereof. |
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“Trade Secrets” |
means, as they exist in
any jurisdiction throughout the world, any trade secrets, confidential business information, concepts, ideas, designs, research or
development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals,
engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and
other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection). |
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“Transaction Documents” |
means this Agreement and
all other agreements, instruments or documents entered into by and of the Parties in connection with or pursuant to this Agreement. |
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“Transactions” |
means the transactions
contemplated by the Transaction Documents. |
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“US GAAP” |
means the generally accepted
accounting principles in the United States, applied on a consistent basis. |
2.
PURCHASE AND SALES OF SHARES
2.1
Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, and covenants
in this Agreement, at the Closing, the Purchaser shall purchase 51% of the fully-diluted issued and outstanding capital shares or other
equity interests of the Company (the “Purchased Shares”) from the Sellers, and the Sellers shall sell, assign, convey
and transfer the Purchased Shares to the Purchaser, free and clear of any and all Liens (other than those imposed by applicable securities
Laws or the Company’s Charter Documents or those incurred by the Purchaser).
2.2
Consideration. In full payment for the Purchased Shares, at the Closing Fresh2 shall issue to the Sellers the Share Consideration,
with each Seller receiving its Pro Rata Share of the Share Consideration.
3.
CLOSING
3.1
Closing. The purchase and sale of the Purchased Shares (the “Closing”) shall take place simultaneously with the
execution and delivery of this Agreement at the offices of Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, 11th
Floor, New York, NY 10105, commencing at 10:00 am (New York City time). By mutual agreement of the parties the Closing may take
place by conference call and facsimile (or other electronic transmission of signature pages) with exchange of original signatures by
overnight mail as requested by the parties. The date on which the Closing actually occurs will be referred to as the “Closing Date”.
The parties agree that to the extent permitted by applicable Law and US GAAP, the Closing will be deemed effective as of 11:59 p.m. (New
York City time) on the Closing Date.
3.2.
Closing Deliveries by Sellers. At or prior to the Closing, Sellers will deliver or cause to be delivered to the Purchaser the following,
each in form and substance reasonably acceptable to the Purchaser:
(a)
certificates representing the Purchased Shares, duly endorsed or accompanied by stock powers duly executed and in a form acceptable to
the Purchaser necessary to transfer the Purchased Shares to the Purchaser on the books of the Company;
(b)
the books and records of the Group Companies, including all corporate and other records, books of account, contracts, agreements and
such other documents or certificates as the Purchaser may reasonably request;
(c)
the required notices, consents, Permits, waivers, authorizations, orders and other approvals listed in Schedule 3.2(c), and
all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be
subject to the satisfaction of any condition that has not been satisfied or waived;
(d)
a good standing certificate for each Group Company formed in the U.S. certified as of a date no earlier than thirty (30) days prior to
the Closing Date from the proper government official in its jurisdiction of organization as of the Closing;
(e)
a certificate from the Company’s secretary certifying to (i) copies of the Company’s Charter Documents as in effect as of
the Closing, (ii) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and
performance of this Agreement and each of the other Transaction Documents to which it is a party or by which it is bound, and the consummation
of each of the transactions contemplated hereby and thereby, and (iii) the incumbency of officers of the Company authorized to execute
this Agreement or any other Transaction Document to which the Company is or is required to be a party or by which the Company is or is
required to be bound;
(f)
a certification, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation,
and accordingly, interests in the Company are not United States real property interests, dated as of the Closing Date and in form and
substance as required under Treasury Regulation Section 1.897-2(h) and 1.1445-2(c)(3),;
(g)
resignations effective immediately upon the Closing of the directors and officers of the Company in their capacities as directors and/or
officers, if requested by the Purchaser;
(h)
suitable documentation to add additional employees of the Purchaser or its Affiliates as signatories to the bank accounts of the Company,
if prescribed by the Purchaser;
(i)
evidence of the termination of any contract or arrangement set forth on Schedule 3.2(i) in each case effective at or prior
to the Closing; and
(j)
other documents as requested by the Purchaser.
3.3.
Closing Deliveries by the Purchaser. At or prior to the Closing, the Purchaser will deliver or cause to be delivered to the Sellers
the following, each in form and substance reasonably acceptable to the Sellers:
(a)
a copy of irrevocable written instructions, duly executed by Fresh2, from Fresh2 to Fresh2’s registrar to issue the Share Consideration
to the Sellers;
(b)
a certificate from Fresh2’s secretary certifying to (i) copies of Fresh2’s Charter Documents as in effect as of the Closing,
(ii) the resolutions of Fresh2’s board of directors authorizing the execution, delivery and performance of this Agreement and each
of the other Transaction Documents to which it is a party or by which it is bound, and the consummation of each of the transactions contemplated
hereby and thereby, and (iii) the incumbency of officers of Fresh2 authorized to execute this Agreement or any other Transaction Document
to which Fresh2 is or is required to be a party or by which Fresh2 is or is required to be bound;
(c)
a certificate from the Purchaser’s secretary certifying to (i) the resolutions of the Purchaser’s board of directors and
stockholders authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which
it is a party or by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, and (ii) the
incumbency of officers of the Purchaser authorized to execute this Agreement or any other Transaction Document to which the Purchaser
is or is required to be a party or by which the Purchaser is or is required to be bound;
4.
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. Each of Seller Parties hereby severally represents and warrants to the Purchaser
and Fresh2 that the following representations, and the information in the Disclosure Schedules referenced therein, are true and complete
as of the date hereof and will be true and correct as of the date of the Closing, except as otherwise indicated.
4.1.
Authorization. Each Seller Party severally represents that:
It
has full power and authority to enter into this Agreement and each other Transaction Document to which it is or is required to be a party
and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution
and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby
and the performance of such party hereunder and thereunder have been duly authorized by all necessary action on the part of each Seller
Party, including requisite board of directors and shareholder approval of the Company. Each Transaction Document to which a Seller Party
is or is required to be a party, has been duly executed and delivered by each such Seller Party and constitutes a legal, valid and binding
obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement
of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies (the “Enforceability Exceptions”).
4.2.
Corporate Power and Qualification. The Company represents that:
It
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. Each Subsidiary
of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized
and has full power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it. Each
Group Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns
or leases property or conducts any business so as to require such qualification. None of the activities, Contracts, commitments, obligations
or rights of the Company is ultra vires, unauthorized or in violation of its Charter Documents or any applicable Laws. No Group Company
is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect.
The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any
Person may enter into any Contract or commitment to do anything outside the Ordinary Course of Business on its behalf. The copies of
the Charter Documents of each Group Company which have heretofore been delivered to the Purchaser are true, complete and correct copies
of the Charter Documents of such Group Company, as amended through and in effect on the date hereof. The minute books and records of
the proceedings of each Group Company, copies of which have been delivered to the Purchaser, are true, correct and complete in all material
respects.
4.3.
Title to the Purchased Shares. Each of the Sellers severally represents that it owns good, valid and marketable title to the Purchased
Shares, free and clear of any and all Liens, and upon delivery of the Purchased Shares to the Purchaser on the Closing Date in accordance
with this Agreement, and upon the Purchaser’s payment of the Purchase Price payable at the Closing in accordance with Section 2.2,
the entire legal and beneficial interest in the Purchased Shares of such Seller and good, valid and marketable title to the Purchased
Shares of such Seller, free and clear of all Liens (other than those imposed by applicable securities Laws or the Company’s Charter
Documents or those incurred by the Purchaser), will pass to the Purchaser.
4.4.
Capitalization of the Company. The Company represents that:
It
is authorized to issue 250,000,000 shares of common stock par value $0.0001 per share, of the Company, of which 219,005,594 shares are
issued and outstanding. The Company is not authorized to issue any shares of preferred stock of the Company. Prior to giving effect to
the transactions contemplated by this Agreement, the Sellers are the legal, beneficial and record owner of all of the issued and outstanding
equity interests of the Company, with each Seller owning the equity interests in the Company set forth on Schedule A. The Purchased
Shares to be delivered by Sellers to the Purchaser constitute 51% of the fully-diluted issued and outstanding equity interests of the
Company. All of the issued and outstanding equity interests of the Company (i) have been duly and validly issued, (ii) are fully paid
and non-assessable (to the extent applicable) and (iii) were not issued in violation of any preemptive rights or rights of first refusal
or first offer. All of the equity securities of the Company have been granted, offered, sold and issued in compliance with all applicable
corporate and securities Laws.
4.5.
Subsidiaries. The Company represents that:
Schedule
4.5 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization,
(b) its authorized capital stock or other equity interests (if applicable), (c) the number of issued and outstanding shares of capital
stock or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as a corporate
or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity securities
of each Subsidiary are duly authorized and validly issued, were offered, sold and delivered in compliance with all applicable Laws governing
the issuance of securities, are fully paid and non-assessable, and are owned by one or more of the Company or its Subsidiaries free and
clear of all Liens (other than those, if any, imposed by such Subsidiary’s Charter Documents). There are no Contracts to which
any Group Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the
equity interests of any Subsidiary other than the Charter Documents of such Subsidiary. There are no outstanding or authorized options,
warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary is a party or which are binding
upon any Subsidiary providing for the issuance or redemption of any equity interests of any Subsidiary. There are no outstanding equity
appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary. Except for the equity interests of the
Subsidiaries listed on Schedule 4.5, no Group Company owns or has any rights to acquire, directly or indirectly, any capital stock
or other equity interests of any Person. No Group Company is a participant in any joint venture, partnership or similar arrangement.
There are no outstanding contractual obligations of any Group Company to provide funds to, or make any investment (in the form of a loan,
capital contribution or otherwise) in, any other Person.
4.6.
Non-Contravention. Each of Seller Parties severally represents that neither the execution, delivery and performance of this Agreement
or any other Transaction Documents by such Seller Party, nor the consummation of the transactions contemplated hereby or thereby, will
(a) violate or conflict with, any provision of the Charter Documents of any Group Company or such Seller, (b) violate or conflict with
any Law or Order to which any Group Company or such Seller, their respective assets or the Purchased Shares of such Seller are bound
or subject, (c) with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under,
or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under,
or give rise to any obligation of any Group Company or such Seller to make any payment under, or to the increased, additional, accelerated
or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other
commitment to which such Seller or any Group Company is a party or by which such Seller or any Group Company, their respective assets
or the Purchased Shares of such Seller may be bound, (d) result in the imposition of a Lien (other than a Permitted Lien) on any Purchased
Shares of such Seller or any assets of any Group Company or (e) require any filing with, or Permit, consent or approval of, or the giving
of any notice to, any Governmental Authority or other Person.
4.7.
Compliance with Laws. The Company represents that:
Each
Group Company is in compliance with, and has complied, in all material respects with all Laws and Orders applicable to such Group Company,
its assets, employees or business or the Purchased Shares. None of the operation, activity, conduct and transactions of any Group Company
or the ownership, operation, use or possession of its assets or the employment of its employees materially conflicts with the rights
of any other Person or materially violates, or with or without the giving of notice or passage of time, or both, will materially violate,
conflict with or result in a material default, right to accelerate or loss of rights under, any terms or provisions of any Lien, Contract
or any Law or Order to which any Group Company is a party or by which any Group Company or its assets, business or employees or the Purchased
Shares may be bound or affected. No Group Company has received any written or, to the Knowledge of the Company, oral notice of any actual
or alleged violation of or non-compliance with applicable Laws.
4.8.
Permits. The Company represents that:
Each
Group Company owns or possesses all right, title and interest in all Permits required to own its assets and conduct its business as now
being conducted and as presently proposed to be conducted. All Permits of each Group Company are valid and in full force and effect,
and the Group Companies are in compliance in all material respects with the terms and conditions of all Permits. No loss, revocation,
cancellation, suspension, termination or expiration of any Permit is pending or, to the Knowledge of the Company, threatened other than
expiration or termination in accordance with the terms thereof. No Group Company has received any written or, to the Knowledge of the
Company, oral notice from any Governmental Authority of any actual or alleged violation or non-compliance regarding any such Permit.
4.9.
Financial Statements. The Company represents that:
Attached
to Schedule 4.9 are true and correct copies of (the “Financial Statements”) (i) the unaudited consolidated
balance sheet, income statement, statement of shareholders’ equity and statement of cash flows for the Group Companies as of and
for the fiscal years ended December 31, 2022 and December 31, 2021, and (ii) the unaudited consolidated balance sheet of the Group Companies
as of May 31, 2023 and the related unaudited consolidated income statement, statement of shareholders’ equity and statement of
cash flows for the five (5) month period then ended (the “Interim Financials”). The Financial Statements were prepared
in accordance with the books and records of the Group Companies, are true, correct and complete in all material respects, and present
fairly and accurately in all material respects the financial condition and results of operations of the Group Companies as of the respective
dates thereof and for the periods specified therein. The Financial Statements have been prepared in accordance with US GAAP, consistently
applied throughout and among the periods indicated (except that the Interim Statements exclude the footnote disclosures and other presentation
items required for US GAAP and exclude year-end adjustments which will not be material in amount). Each Group Company maintains accurate
books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable
assurance that (i) such Group Company does not maintain any off-the-book accounts and that its assets are used only in accordance with
management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary
to permit preparation of the financial statements of such Group Company and to maintain accountability for its assets, (iv) access to
its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing
assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded
accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a
current and timely basis. All of the financial books and records of the Group Companies are complete and accurate in all material respects
and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. No Group Company
has any Liabilities except (a) Liabilities that are accrued and reflected on the balance sheet of such Group Company as of December 31,
2022 included in the Financial Statements, (b) Liabilities that are listed on Schedule 4.9, (c) immaterial Liabilities that have arisen
in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since December 31, 2022
and (d) obligations to be performed after the date hereof under any Contracts which are disclosed in the Disclosure Schedules. Since
December 31, 2022: (a) each Group Company has conducted its business only in the Ordinary Course of Business, and (b) there has not been
any change in or development with respect to such Group Company’s business, operations, condition (financial or otherwise), results
of operations, prospects, assets or Liabilities, except for changes and developments which have not had, and are not likely to have to
have a Material Adverse Effect.
4.10.
No Insolvency. The Company represents that:
No
Order has been made, or petition presented, or resolution passed for the winding-up of any Group Company. No Group Company is insolvent.
There are no circumstances which would entitle any Person to successfully present a petition for the winding-up or administration of
any Group Company or to appoint a receiver over the whole or any part of the undertaking or assets of any Group Company.
4.11.
Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. The Company represents that:
No
Group Company or any Representative or other Person associated with or acting for or on behalf of any Group Company, has offered, paid,
promised to pay, or authorized the payment of any money, or offered, given a promise to give, or authorized the giving of anything of
value, to any officer or employee or other Person acting in an official capacity for or on behalf of any Governmental Authority (including
any entity or enterprise owned or controlled by a government), to any political party or official thereof or to any candidate for political
office (or to any Person where a Group Company, its Representative or any other Person associated with or acting for or on behalf of
the Group Company knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given
or promised, directly or indirectly, to any of the foregoing) (a “Public Official”) for the purposes of: (i) (x) influencing
any act or decision of such Public Official, (y) inducing such Public Official to do or omit to do any act in violation of the lawful
duty of such Public Official, or (z) securing any improper advantage; or (ii) inducing such Public Official to use his, her or its influence
with any Government Authority to affect or influence any act or decision of such Government Authority, in order to assist any Group Company
in obtaining or retaining business for or with, or directing business to any Group Company. None of the Representatives of, and none
of the beneficial owners of any interest in (including the Sellers), any Group Company is a Public Official. No Group Company, nor any
of their respective directors or officers, nor, to the Knowledge of the Company, any other Representative acting on behalf of a Group
Company, (i) is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject
to any U.S. sanctions administered by OFAC, and in the last six (6) fiscal years no Group Company has, directly or indirectly, used any
funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection
with any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently
subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC, or (ii) has violated any applicable money laundering
or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would reasonably cause a Group Company to
be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect.
4.12.
No Litigation. The Company represents that:
Except
as set forth on Schedule 4.12, there is no (a) Action of any nature pending or, to the Knowledge of the Company, threatened, nor
is there any reasonable basis for any Action to be made, or (b) Order now pending or previously rendered by a Governmental Authority,
in either case of clauses (a) or (b), by or against any Group Company, any of their respective current or former directors, officers
or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Group Company must be related
to such Group Company’s business or assets or the Purchased Shares), business or assets or the Purchased Shares. The Actions listed
on Schedule 4.12 (if any) if finally determined adverse to any Group Company, will not have, either individually or in the aggregate,
a Material Adverse Effect. During the past five (5) years, no Group Company’s current or former officers, senior management or
directors have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud. No Group Company
has any material Action pending against any other Person. There is no Action pending against a Seller that challenges, or could have
the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, the Transactions.
4.13.
Title to and Sufficiency of Assets. The Company represents that:
Each
Group Company has good and marketable title to all of its assets, free and clear of all Liens other than Permitted Liens. The assets
of each Group Company constitute all of the assets, rights and properties that are used in the operation of such Group Company’s
business as it is now conducted and presently proposed to be conducted or that are used or held by such Group Company for use in the
operation of such Group Company’s business, and taken together, are adequate and sufficient for the operation of such Group Company’s
business as currently conducted and as presently proposed to be conducted. Immediately following the Closing, all of the assets of each
Group Company will be owned, leased or available for use by such Group Company on terms and conditions substantially identical to those
under which, immediately prior to the Closing, such Group Company owns, leases, uses or holds available for use such assets.
4.14.
Real Property. The Company represents that:
Schedule
4.14 contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by any Group Company
(the “Leased Premises”), and of all leases, lease guarantees, agreements and documents related thereto, including
all amendments, terminations and modifications thereof (collectively, the “Leases”). Sellers have provided to the
Purchaser a true and complete copy of each of the Leases, and in the case of any oral Lease, a written summary of the material terms
of such Lease. Subject to the Enforceability Exceptions, the Leases are valid, binding and enforceable in accordance with their terms
and are in full force and effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening
or occurrence of any other event) would constitute a default on the part of any Group Company under any Lease. To the Knowledge of the
Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other
event) would constitute a default by any other party under any Lease, and no Group Company has received notice of any such condition.
No Group Company has waived any rights under any Lease which would be in effect at or after the Closing. The Group Companies are in quiet
possession of the Leased Premises. All leasehold improvements and fixtures located on the Leased Premises are (i) to the Knowledge of
the Company, structurally sound with no material defects, (ii) in good operating condition and repair, subject to ordinary wear and tear,
(iii) not in need of maintenance or repair except for ordinary routine maintenance and repair, (iv) in conformity in all material respects
with all applicable Laws relating thereto currently in effect and (v) are located entirely on the Leased Premises. No Group Company has
ever owned any real property or any interest in real property (other than the leasehold interests in the Leases).
4.15.
Personal Property. The Company represents that:
All
items of material Personal Property of the Group Companies are in good operating condition and repair (reasonable wear and tear excepted
consistent with the age of such items), and are suitable for their intended use in such Group Company’s business. Schedule 4.15
contains an accurate and complete list and description of leases in respect of the Personal Property (collectively, the “Personal
Property Leases”). The Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in
full force and effect. With respect to the Personal Property Leases, there are no existing defaults under the applicable lease by any
Group Company or, to the Knowledge of the Company, any other party thereto, and no event of default on the part of any Group Company
or, to the Knowledge of the Company, on the part of any other party thereto has occurred which (whether with or without notice, lapse
of time or the happening or occurrence of any other event) would constitute a default thereunder. Sellers have delivered to the Purchaser
true and correct copies of the Personal Property Leases (along with any amendments thereto).
4.16.
Intellectual Property. The Company represents that:
(a)
Schedule 4.16(a) sets forth a true and complete list of (i) all registrations of Intellectual Property (and applications therefor)
owned or licensed by a Group Company or otherwise used or held for use by a Group Company in which a Group Company is the owner, licensor,
licensee, applicant or assignee, specifying as to each item, as applicable: (A) the nature of the item, including the title, (B) the
owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration
has been filed and the status of each such application and (D) the issuance, registration or application numbers and dates; and (ii)
all unregistered material Intellectual Property that is owned by a Group Company (clauses (i) and (ii), collectively with any immaterial
unregistered Intellectual Property owned by a Group Company, “Owned IP”). All registered Owned IP has been duly registered
with, filed in, issued by or applied for with the U.S. Patent and Trademark Office or such other appropriate filing offices, domestic
or foreign, and all such registrations, filings, issuances, applications and other actions remain valid, in full force and effect, and
are current, not abandoned and not expired.
(b)
Schedule 4.16(b) sets forth a true and complete list of all Software developed in whole or in part by or on behalf of a Group
Company, including such developed Software and databases that are operated or used by a Group Company on its websites or used by a Group
Company or otherwise material to a Group Company’s business (collectively, “Company Software”). Except for “shrink
wrapped” or “off-the-shelf” software that is generally available to the public for use for a license of $5,000 or less
(“Shrink Wrapped Software”), the Company Software is the only computer software that is used or held for use by or
otherwise material to any Group Company’s businesses.
(c)
Schedule 4.16(c) sets forth a true and complete list of all licenses, sublicenses and other agreements pertaining to Intellectual
Property and Company Software to which a Group Company is a party or otherwise bound (other than Shrink Wrapped Software), including
agreements with major internet service providers and major internet portals, in each case which are valid and used or held for use by
or otherwise material to a Group Company’s business (collectively, “Licensed IP”).
(d)
Each Group Company’s ownership and use in the ordinary course of business of the Owned IP, Company Software and, to the Knowledge
of the Company, Licensed IP do not infringe upon or misappropriate the valid Intellectual Property rights, privacy rights or right of
publicity of any third party. A Group Company is the owner of the entire and unencumbered right, title and interest in and to each item
of Owned IP and Company Software, and the Group Companies are entitled to use, and are using in their respective businesses, the Owned
IP, Company Software and Licensed IP in the Ordinary Course of Business. The Owned IP, Company Software and the Licensed IP include all
of the material Intellectual Property used in the ordinary day-to-day conduct of each Group Company’s business except for Shrink
Wrapped Software, and there are no other items of Intellectual Property that are material to such ordinary day-to-day conduct of business.
Each of the Owned IP, Company Software and, to the Knowledge of the Company, the Licensed IP, is subsisting, valid and enforceable, and
has not been adjudged invalid or unenforceable in whole or part.
(e)
No Actions have been asserted against any Group Company and are not disposed of, or are pending or, to the Knowledge of the Company,
threatened against any Group Company: (i) based upon or challenging or seeking to deny or restrict the use by any Group Company of any
Owned IP, Company Software or Licensed IP; (ii) alleging that a Group Company’s products or services provided by or processes used
by a Group Company infringe upon or misappropriate any Intellectual Property right or Software of any third party; (iii) alleging that
any Intellectual Property licensed to a Group Company under the Licensed IP infringes upon any Intellectual Property right or Software
of any third party or is being licensed or sublicensed to a Group Company in conflict with the terms of any license or other agreement;
or (iv) challenging a Group Company’s ownership of the Owned IP, Company Software or use of any Licensed IP. To the Knowledge of
the Company, no Person is engaged in any activity that infringes upon the Owned IP, the Licensed IP or Company Software. No Group Company
has granted any license or other right currently outstanding to any third party with respect to the Owned IP, Licensed IP or Company
Software, except for those licenses set forth in Schedule 4.16(f). The consummation of the Transactions will not result in the
termination or impairment of any of the Owned IP, Licensed IP or Company Software.
(f)
The Sellers have delivered to the Purchaser correct and complete copies of all Contracts relating to Owned IP and Company Software and
licenses and sublicenses of the Licensed IP to which a Group Company is a party. With respect to each such Contract: (i) such Contract
is valid and binding on such Group Company and the other parties thereto, and in full force and effect and, together with the related
invoices, represents in all material respects the entire agreement between the respective licensor and licensee with respect to the subject
matter of such license or sublicense; (ii) assuming the receipt or making of all necessary Permits in connection with the transactions
contemplated by this Agreement, such Contract will not cease to be valid and binding and in full force and effect on terms identical
to those currently in effect as a result of the consummation of the Transactions, nor will the consummation of the Transactions constitute
a breach or default under such Contract or otherwise give the licensor or sublicensor a right to terminate such Contract; (iii) no Group
Company has (A) received any written notice of termination or cancellation under such Contract, (B) received any written notice of a
breach or default under such Contract, which breach has not been cured, or (C) granted to any other third party any rights, adverse or
otherwise, under such Contract that would constitute a breach of such Contract; and (iv) no Group Company nor, to the Knowledge of the
Company, any other party to such Contract is in breach or default in any material respect under such Contract and, no event has occurred
that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under
such Contract.
(g)
Each Group Company has the right to use all Software development tools, processing tools, library functions, compilers and other third-party
Software, source code, object code and documentation that is material to such Group Company’s business or that is required to operate
or modify the Company Software. No Group Company has embedded any Software code in the Company Software or the Licensed IP that: (i)
contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software,
shareware, or similar licensing or distribution models; and (ii) is subject to any agreement with terms requiring that such software
code be disclosed, distributed or licensed for the purpose of making derivative works, and/or redistributable.
(h)
Each Group Company has taken commercially reasonable steps to maintain the confidentiality of its Trade Secrets and other confidential
Intellectual Property and (i) there has been no misappropriation of any Trade Secrets or other material confidential Intellectual Property
of any Group Company by any current or former employee, independent contractor or agent of a Group Company, or to the Knowledge of the
Company, by any other Person; (ii) no current or former employee, independent contractor or agent of a Group Company has misappropriated
any trade secrets of any other Person in the course of his, her or its performance as an employee, independent contractor or agent of
a Group Company or has any claim to any of the Intellectual Property of any Group Company; and (iii) no current or former employee, independent
contractor or agent of a Group Company is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment
of invention agreement, work-for-hire agreement, non-compete obligation or similar agreement or contract relating in any way to the protection,
ownership, development, use or transfer of Intellectual Property. All Owned IP and Company Software was developed by a Group Company’s
own agents, equity holders, managers, officers, employees or consultants under a valid assignment of invention agreement, work-for-hire
agreement or similar Contract.
(i)
To the Knowledge of the Company, no Person has obtained unauthorized access to third party information or data (including personally
identifiable information) in the possession of a Group Company, nor has there been any other material compromise of the security, confidentiality
or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper
use or disclosure of, or a breach in the security of, any such information or data has been received by a Group Company. Each Group Company
has complied in all material respects with all applicable Laws and Contract requirements relating to privacy, personal data protection,
and the collection, processing and use of personal information and its own privacy policies and guidelines. The operation of the business
of the Group Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition
or trade practices under applicable Law.
4.17.
Contracts. The Company represents that:
(a)
Schedule 4.17(a) contains a complete, current and correct list of all of the following types of Contracts (including oral Contracts)
to which a Group Company is a party, by which any of its properties or assets are bound, or under which a Group Company otherwise has
material obligations, with each such responsive Contract identified by each corresponding category (i) – (xii) below: (i) any Contract
with any Top Customer or Top Supplier; (ii) any Contract or group of related Contracts which involve expenditures or receipts by the
Group Companies that require payments or yield receipts of more than $100,000 in any twelve (12) month period or more than $250,000 in
the aggregate; (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment
arrangements with employees entered into the Ordinary Course of Business), including all non-competition, severance, and indemnification
agreements; (iv) any agreement presently in effect for the license of any Intellectual Property involving the payment by or to a Group
Company in excess of $100,000 per year; (v) any power of attorney; (vi) any partnership, joint venture, profit-sharing or similar agreement
entered into with any Person; (vii) all Contracts relating to any merger, consolidation or other business combination with any other
Person or the acquisition or disposition of any other entity or its business, its equity securities or its material assets or the sale
of a Group Company, its business, its equity securities or its material assets (other than in the Ordinary Course of Business); (viii)
any loan agreement, agreement of Indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or other document relating
to Indebtedness, borrowing of money or extension of credit by or to a Group Company in excess of $100,000; (ix) any material settlement
agreement entered into within three (3) years prior to the date of this Agreement or under which a Group Company has outstanding obligations
(other than customary obligations of confidentiality); (x) any Contract granting, licensing, sublicensing or otherwise transferring any
Intellectual Property of a Group Company other than licenses of a Group Company’s Intellectual Property included in such Group
Company’s form customer agreements entered into in the Ordinary Course of Business; (xi) any agreement entered into outside the
Ordinary Course of Business and presently in effect, involving payment to or obligations of in excess of $100,000, not otherwise described
in this Section 4.17(a); and (xii) any other Contract that is material to a Group Company.
(b)
Except as set forth on Schedule 4.17(b), no Group Company is a party to or bound by any Contract containing any covenant (i) limiting
in any respect the right of any Group Company or its Affiliates to engage in any line of business, to make use of any of its Intellectual
Property or compete with any Person in any line of business or in any geographic region, (ii) imposing non-solicitation restrictions
on any Group Company or its Affiliates, (iii) granting to the other party any exclusivity or similar provisions or rights, including
any covenant by ta Group Company that includes an organizational conflict of interest prohibition, restriction, representation, warranty
or notice provision or any other restriction on future contracting, (iv) providing “most favored customers” or other preferential
pricing terms for the services of any Group Company or its Affiliates, or (v) otherwise limiting or restricting the right of a Group
Company to sell or distribute any Intellectual Property of any Group Company or to purchase or otherwise obtain any software or Intellectual
Property license.
(c)
True and correct copies of all the Contracts required to be listed in Schedule 4.17(a) or Schedule 4.17(b) (including any
amendments, modifications or supplements thereto) have been provided to Purchaser. All of the Contracts to which any Group Company is
a party, by which any of its properties or assets are bound, or under which any Group Company otherwise has material obligations are
in full force and effect, and are valid, binding, and enforceable in accordance with their terms, subject to performance by the other
party or parties to such Contract, except as the enforceability thereof may be limited by the Enforceability Exceptions. There exists
no breach, default or violation on the part of a Group Company or, to the Knowledge of the Company, on the part of any other party to
any such Contract nor has any Group Company received written or, to the Knowledge of the Company, oral notice of any breach, default
or violation. No Group Company has received notice of an intention by any party to any such Contract that provides for a continuing obligation
by any party thereto on the date hereof to terminate such Contract or amend the terms thereof, other than modifications in the Ordinary
Course of Business that do not adversely affect any Group Company. No Group Company has waived any material rights under any such Contract.
To the Knowledge of the Company, no event has occurred which either entitles, or would, with notice or lapse of time or both, entitle
any party to any such Contract to declare breach, default or violation under any such Contract or to accelerate, or which does accelerate,
the maturity of any Indebtedness of any Group Company under any such Contract. To the Knowledge of the Company, there is no reason to
believe that any such Contract with a customer of a Group Company will not remain in effect after the Closing through the remainder of
its term or continue to generate substantially the same or more revenue after the Closing through the remainder of its term as it currently
generates.
4.18.
Tax Matters. The Company represents that:
Except
as set forth on Schedule 4.18: (i) each Group Company has timely filed all Tax Returns required to have been filed by it; (ii)
all such Tax Returns are accurate and complete in all material respects; (iii) each Group Company has paid all Taxes owed by it which
were due and payable (whether or not shown on any Tax Return); (iv) the charges, accruals and reserves with respect to Taxes included
within the Financial Statements are accurate in all material respects; (v) each Group Company has complied in all material respects with
all applicable Laws relating to Tax; (vi) no Group Company is currently the beneficiary of any extension of time within which to file
any Tax Return; (vii) there is no current Action against any Group Company by a Governmental Authority in a jurisdiction where such Group
Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction; (viii) there are no
pending or ongoing audits or assessments of a Group Company’s Tax Returns by a Governmental Authority; (ix) no Group Company has
requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, that would apply to any Tax
periods ending after the Closing Date; (x) there are no Liens on any of the assets of a Group Company that arose in connection with any
failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax deficiency has been asserted in writing against or with respect to any
Group Company by any Governmental Authority which Tax remains unpaid; (xii) each Group Company has collected or withheld all Taxes currently
required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside
in appropriate accounts for future payment when due; (xiii) no Group Company has granted or is subject to, any waiver of the period of
limitations for the assessment of Tax for any currently open taxable period; (xiv) no Group Company is a party to any Tax allocation,
sharing or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes of another Person, whether by
applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (xv) there is no arrangement exists pursuant
to which a Group Company or Purchaser will be required to “gross up” or otherwise compensate any Person because of the imposition
of any Tax on a payment to such Person; (xvi) no Group Company has taken any action not in accordance with past practice that would have
the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion
thereof) beginning after the Closing Date; (xvii) each Group Company is materially in compliance with the terms and conditions of any
applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed,
and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; (xviii) no written
power of attorney which is currently in force has been granted by or with respect to a Group Company with respect to any matter relating
to Taxes; and (xviii) there has not been any change in Tax accounting method by any Group Company and no Group Company has received a
ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact on Taxes of
any Group Company or the equity owners of the Company following the Closing.
4.19.
Environmental Matters. The Company represents that:
Each
Group Company has complied in all respects with all applicable Environmental Laws, and no Group Company has received notice of any Actions
pending or threatened against any Group Company or is assets (including the Leased Premises) relating to applicable Environmental Laws,
Environmental Permits or Environmental Conditions. No Group Company has any environmental audits, environmental assessments, reports,
sampling results, correspondence with Governmental Authorities or other environmental documents relating to a Group Company’s past
or current properties, facilities or operation. There are no Hazardous Materials that are being stored or are otherwise present on, under
or about the Leased Premises, or, to the Knowledge of the Company, any real property formerly owned, leased or operated by any Group
Company. No Group Company has disposed of, or arranged to dispose of, Hazardous Materials at a disposal facility in a manner or to a
location that has resulted or will result in liability to any Group Company under or relating to Environmental Laws. No Group Company
has assumed, contractually or by operation of Law, any liabilities or obligations under any Environmental Laws. No Group Company has
operated any above-ground or underground tanks, drum storage areas, disposal sites, or landfills, or created any Environmental Conditions
at the Leased Premises. To the Knowledge of the Company, no Group Company has released any Hazardous Materials on, under or about any
real property constituting or connected with the Leased Premises, that requires investigation or remediation pursuant to Environmental
Law or that otherwise is in violation of any requirement of any Environmental Law. Each Group Company holds and is in compliance in all
material respects with all Environmental Permits required to conduct its business and operations.
4.20.
Employee Benefit Plans. The Company represents that:
(a)
Set forth on Schedule 4.20(a) is a true and complete list of each Benefit Plan. With respect to each Benefit Plan: (i) such
Benefit Plan has been operated, administered and enforced in accordance with its terms and in compliance with, and such Benefit Plan
complies with, all applicable Laws, including ERISA and the Code (including Section 409A thereof), in all material respects; (ii) no
breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Knowledge of the Company, threatened (other than routine
claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA
or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v)
all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the
Financial Statements. All Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any liability
to any Group Company, Purchaser, Fresh2 or any of their respective Affiliates for any additional contributions, penalties, premiums,
fees, fines, excise taxes or any other charges or liabilities.
(b)
Each Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined
by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from
its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a)
of the Code or the applicable Group Company has requested an initial favorable IRS determination of qualification and/or exemption within
the period permitted by applicable Law. To the Knowledge of the Company, no fact exists which could adversely affect the qualified status
of such Benefit Plans or the exempt status of such trusts.
(c)
With respect to each Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof)
of a Group Company, the Sellers have provided to the Purchaser accurate and complete copies, if applicable, of: (i) all Benefit Plan
texts and agreements and related trust agreements or annuity contracts (including any amendments, modifications or supplements thereto);
(ii) all employee communications (including all summary plan descriptions and material modifications thereto); (iii) the three (3) most
recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting
of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from
the IRS; (vii) the most recent actuarial valuation; and (viii) all material communications with any Governmental Authority.
(d)
No Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan”
(as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise
subject to Title IV of ERISA or Section 412 of the Code, and no Group Company has incurred any Liability or otherwise has any outstanding
Liability under Title IV of ERISA and, to the Knowledge of the Company, no condition presently exists that is expected to cause such
Liability to be incurred. No Group Company currently maintains or contributes to, or has ever maintained or contributed to or in any
way directly or indirectly had any Liability (whether contingent or otherwise) with respect to any “multiemployer plan,”
within the meaning of Section 3(37) or 4001(a)(3) of ERISA. No Group Company is or has in the past been a member of a “controlled
group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does any Group Company have any Liability with respect
to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. No Group Company currently maintains or has
ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer
welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code.
(e)
With respect to each Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides
medical or death benefits with respect to any current or former employee of a Group Company beyond their termination of employment (other
than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums
under any such plan. Except to the extent required by Section 4980B of the Code or similar state Law, no Group Company provides health
or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such
employee’s retirement or other termination of employment or service.
(f)
Each Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) as of the Closing Date
is indicated as such on Schedule 4.20(f). Each Section 409A Plan has been administered in compliance, and is in documentary
compliance, with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued
thereunder. No Group Company has any obligation to any employee or other service provider with respect to any Section 409A Plan that
may be subject to any Tax under Section 409A of the Code.
4.22.
Insurance. The Company represents that:
Schedule
4.22 lists all insurance policies (by policy number, insurer, location of property insured, annual premium, premium payment dates,
expiration date, type (i.e., “claims made” or an “occurrences” policy), amount and scope of coverage) held by
a Group Company relating to a Group Company or the business, assets, properties, directors, officers or employees of a Group Company,
copies of which have been provided to Purchaser. Each such insurance policy (i) is legal, valid, binding, enforceable and in full force
and effect as of the Closing and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical
terms immediately following the Closing. No Group Company is in default with respect to its obligations under any insurance policy, nor
has any Group Company ever been denied insurance coverage for any reason. No Group Company has any self-insurance or co-insurance programs.
In the three (3) year period ending on the date hereof, no Group Company has received any written or, to the Knowledge of the Company,
oral notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the
Ordinary Course of Business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy, or
requiring or suggesting material alteration of any Group Company’s assets, purchase of additional equipment or material modification
of any Group Company’s methods of doing business. No Group Company has made any claim against an insurance policy as to which the
insurer is denying coverage. Schedule 4.22 identifies each individual insurance claim made by a Group Company since January 1,
2020. Each Group Company has reported to its insurers all Actions and pending circumstances that would reasonably be expected to result
in an Action, except where such failure to report such an Action would not be reasonably likely to be material to any Group Company.
To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to
(with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. Delete. If Alena
has no such document available.
4.25.
Investment Intent. Each Seller severally represents that:
Such
Seller is acquiring its portion of the Share Consideration for the Seller’s own account, for investment and not for distribution
within the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto or otherwise in violation
of the registration requirements of the Securities Act. Such Seller will make all subsequent offers and sales of the Share Consideration
either (x) pursuant to a registration under the Securities Act; or (y) pursuant to an available exemption from registration under the
Securities Act. Each Seller consents to the placement of a legend on any certificate or other document evidencing the Share Consideration.
Such Seller has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect
the Seller’s interests in connection with the Transactions. Such Seller has had access to Fresh2’s publicly filed reports
with the SEC and has been furnished with all other public information regarding Fresh2 that such Seller has requested and that public
information is sufficient for the Seller to evaluate the risks of investing in the Share Consideration. Such Seller has been afforded
the opportunity to ask questions of and receive answers concerning Fresh2 and the terms and conditions of the issuance of the Share Consideration.
Such Seller is not relying on any representations or warranties concerning Fresh2 or its Affiliates, whether made by Fresh2, the Purchaser,
the respective Representatives or any other Person, other than those contained in this Agreement. Such Seller will not sell or otherwise
transfer their portion of the Share Consideration unless either (A) the transfer of those securities is registered under the Securities
Act or (B) an exemption from registration of those securities is available. Such Seller is an “accredited investor” as that
term is defined in Regulation D of the Exchange Act, and is able to protect its interests in connection with the acquisition of Share
Consideration and can bear the economic risk of investment in those securities without producing a material adverse change in respect
of the Seller’s financial condition. Such Seller has such knowledge and experience in financial or business matters that the Seller
is capable of evaluating the merits and risks of its investment in Fresh2 through the Share Consideration.
4.26.
Disclosure. Each Seller Party severally represents that no representations or warranties by such Seller Party in this Agreement or
any other Transaction Documents contains any untrue statement of material fact or omits to state, when read in conjunction with all of
the information contained in this Agreement (including the Disclosure Schedules) and the other Transaction Documents, any fact necessary
in order to make the statements herein or therein not materially misleading.
4.27.
No Brokers. Each of the Seller Parties severally represents that such Seller, or any of its respective Representatives on their behalf,
has not employed any broker, finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’
fees or similar fees in connection with the Transactions.
5.
REPRESENTATION AND WARRANTIES OF THE PURCHASER AND FRESH2. Each of the Purchaser and Fresh2 hereby represents and warrants to the
Sellers the following matters as of the Closing Date.
5.1.
Organization and Qualification. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware, and Fresh2 is an exempted company with limited liability duly incorporated, validly existing and in good standing
under the laws of the British Virgin Islands. Each of Fresh2 and the Purchaser is duly qualified or licensed to do business as a foreign
corporation and is in good standing in each jurisdiction where such qualification or license is required, except where the failure to
be so qualified or be so licensed would not have a material adverse effect on the ability of such Party to consummate the Transactions
and perform its obligations under this Agreement and the other Transaction Documents to which such Party is a party (a “Purchaser
Material Adverse Effect”).
5.2.
Authorization. Each of Purchaser and Fresh2 has full corporate power and authority to enter into this Agreement and the other Transaction
Documents to which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and other Transaction
Documents to which Purchaser or Fresh2 is a party and the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of such Party. This Agreement has been duly executed and delivered by Purchaser
and Fresh2. This Agreement and other Transaction Document to which Purchaser or Fresh2 is a party constitutes a legal, valid and binding
obligation of such Party, enforceable against such Party in accordance with its terms, except as the enforceability thereof may be limited
by the Enforceability Exceptions.
5.3.
Share Consideration. When issued by Fresh2 to the Sellers in accordance with the terms of this Agreement, assuming the accuracy of
the representations and warranties of Sellers contained in this Agreement and the other Transaction Documents, the Share Consideration
will be (a) issued to the Sellers free and clear of all Liens except (i) those imposed by applicable securities Laws, (ii) the rights
of the Purchaser Indemnified Parties under this Agreement (including under Section 7), and (iii) those incurred by Sellers
or their Affiliates, and (b) validly and duly issued and fully paid and non-assessable.
5.4.
Non-Contravention. Neither the execution and delivery of this Agreement or any other Transaction Document by Purchaser or Fresh2,
nor the consummation of the Transactions, will violate or conflict with or (with or without notice or the passage of time or both) constitute
a breach or default under (a) any provision of the Charter Documents of the Purchaser or Fresh2, (b) any Law or Order to which the Purchaser
or Fresh2 or any of its business or assets are bound or subject or (c) any Contract or Permit to which the Purchaser or Fresh2 is a party
or bound, other than, in the cases of clauses (a) through (c), such violations and conflicts which would not reasonably be expected to
have a Purchaser Material Adverse Effect. Assuming the accuracy of the representations made by the Sellers in Section 4 of this Agreement,
except as required by the applicable securities Laws, no consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any Governmental Authority is required on the part of the Purchaser or Fresh2 in connection
with the consummation of the Transactions.
5.5.
No Litigation. There is no Action pending or, to the Knowledge of the Purchaser or Fresh2, threatened, nor any Order of any Governmental
Authority is outstanding, against or involving the Purchaser or Fresh2 or any of their respective officers, directors, stockholders,
properties, assets or businesses, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected
to have a Purchaser Material Adverse Effect.
5.6.
No Brokers. None of the Purchaser or Fresh2, nor any Representative of the Purchaser or Fresh2 on its behalf, has employed any broker,
finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection
with the transactions contemplated by this Agreement.
5.7.
Investment Intent. The Purchaser is acquiring the Purchased Shares for its own account and not with a view to its distribution within
the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto. The Purchaser is an “accredited
investor” within the meaning of Rule 501 under the Securities Act. The Purchaser understands that the Purchased Shares have not
been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from
such registration is available.
5.8.
No Other Representations and Warranties. Except for the representations and warranties expressly contained in this Agreement or the
other Transaction Documents, each of Purchaser and Fresh2 make no express or implied representations or warranties, and hereby disclaim
any other representations and warranties, whether made orally or in writing, by or on behalf of the Purchaser or Fresh2 by any Person.
6.
OTHER COVENANTS AND AGREEMENTS
6.1.
Litigation Support. Following the Closing, in the event that and for so long as any party is actively contesting or defending against
any third party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity, practice,
plan, occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date involving the
Group Companies, each of the other parties will (i) reasonably cooperate with the contesting or defending party and its counsel in the
contest or defense, (ii) make available its personnel at reasonable times and upon reasonable notice and (iii) provide (A) such testimony
and (B) access to its non-privileged books and records as may be reasonably requested in connection with the contest or defense, at the
sole cost and expense of the contesting or defending party (unless such contesting or defending party is entitled to indemnification
therefor under Section 7 in which case, the costs and expense will be borne by the parties as set forth in Section 7).
6.2.
Agreement Regarding Intellectual Property. Each Seller has already disclosed or will disclose to the Company as of the Closing any
and all Intellectual Property developed by such Seller or such Seller’s Representatives on behalf of a Group Company or relating
to the business of a Group Company, including Intellectual Property used in a Group Company’s business, and Intellectual Property
intended for future use in a Group Company’s business, and each does hereby (and agree to cause its Representatives to) assign,
convey, transfer and grant to the applicable Group Companies, without further consideration and in perpetuity, any and all right, title
and interest that such Seller or its Representatives may have in and to such Intellectual Property. Each Seller represents that it has
not (and its Representatives have not) made any assignment of, or granted any rights in any such Intellectual Property to any Person
other than the applicable Group Company, and has not disclosed such Intellectual Property to any third party. Upon Purchaser’s
or such Group Company’s request at any time, including any time after the Closing, such Seller will, and will cause its Representatives
to, execute and deliver to Purchaser or the applicable Group Company such other documents as Purchaser or such Group Company deems necessary
or desirable to vest in such Group Company (or another Group Company) the sole (or joint with other Group Companies) ownership of and
exclusive worldwide perpetual rights in and to, all of such Intellectual Property. Each Seller will deliver to the applicable Group Company
all copies or embodiments of such Intellectual Property in any media in such Seller’s possession at or prior to the Closing.
6.3
Release and Covenant Not to Sue. Effective as of the Closing, each Seller hereby releases and discharges each Group Company from
and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and
in equity, which such Seller now has, has ever had or may hereafter have against such Group Company arising on or prior to the Closing
Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification
or reimbursement from such Group Company, whether pursuant to such Group Company’s Charter Documents, Contract or otherwise, and
whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Seller hereby irrevocably
covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any
kind against a Group Company or its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein
to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Seller may have against any party pursuant
to the terms and conditions of this Agreement or any other Transaction Document.
6.4.
Confidentiality. Each Seller will, and will cause its Representatives to: (a) treat and hold in strict confidence any Confidential
Information, and will not use for any purpose (except in furtherance of their authorized duties on behalf of the Purchaser, Fresh2, the
Group Companies or their respective Affiliates), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make
available to any third party any of the Confidential Information without the Purchaser’s and Fresh2’s prior written consent;
(b) in the event that a Seller becomes legally compelled to disclose any Confidential Information, to provide the Purchaser with prompt
written notice of such requirement so that the Purchaser, Fresh2 or a Group Company or their respective Affiliates may seek a protective
order or other remedy or so that the Purchaser and Fresh2 may waive compliance with this Section 6.4; (c) in the event that such
protective order or other remedy is not obtained, or the Purchaser and Fresh2 waives compliance with this Section 6.4, to furnish
only that portion of such Confidential Information which is legally required to be provided as advised in writing by outside counsel
and to exercise their commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential
Information; and (d) to promptly furnish to the Purchaser and Fresh2 any and all copies (in whatever form or medium) of all such Confidential
Information and to destroy any and all additional copies of such Confidential Information and any analyses, compilations, studies or
other documents prepared, in whole or in part, on the basis thereof.
6.5.
Publicity. No Party hereto shall, and each shall cause their respective Representatives not to, disclose, make or issue, any statement
or announcement concerning the Transaction Documents or the Transactions (including the terms, conditions, status or other facts with
respect thereto) to any third parties (other than its Representatives who need to know such information in connection with carrying out
or facilitating the Transactions) without the prior written consent of the other Parties (such consent not to be unreasonably withheld,
delayed or conditioned), except (i) in the case of the Sellers, as required by applicable Law after conferring with the other Parties
concerning the timing and content of such required disclosure, and (ii) in the case of the Company, Purchaser or Fresh2, as may be required
by the Purchaser or Fresh2 or its Affiliates by applicable Law (including any SEC position) or securities listing or trading requirement.
6.6.
Tax Matters.
(a)
For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that
includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on
the Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the
amount of such Tax for the entire taxable period multiplied by a fraction (A) the numerator of which is the number of days in the taxable
period ending on the Closing Date and (B) the denominator of which is the number of days in the entire taxable period, and (ii) in the
case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable
period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date will be
taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the
foregoing allocations will be made in a manner consistent with US GAAP and the prior practice of the applicable Group Company unless
otherwise required by applicable Law.
(b)
All Tax sharing agreements or similar agreements with respect to or involving any Group Company and any Person will be terminated as
of the Closing Date and, after the Closing Date, no Group Company will be bound thereby or have any Liability thereunder.
(c)
All Taxes imposed in connection with the transfer of the Purchased Shares, whether such Taxes are assessed initially against the Purchaser,
any Seller or any of their respective Affiliates, shall be borne and paid by the Sellers, jointly and severally.
7.
INDEMNIFICATION AND REMEDIES.
7.1.
Survival. All representations and warranties of the Parties in this Agreement or any certificate, document, or other writing delivered
pursuant to this Agreement (including the Disclosure Schedules) will survive the Closing through and until the second (2nd)
anniversary of the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.16 (Intellectual
Property), 4.18 (Tax Matters), 4.19 (Environmental Matters) and 4.20 (Employee Benefits Plans) shall survive until sixty (60) days after
the expiration of the applicable statute of limitations, and (ii) the representations and warranties contained in Sections 4.1 (Authorization),
4.2 (Corporate Power and Qualification), 4.3 (Title to the Purchased Shares), 4.4 (Capitalization of the Company), 4.5 (Subsidiaries),
4.25 (Investment Intent), 4.27 (No Brokers), 5.1 (Organization and Qualification), 5.2 (Authorization), 5.6 (No Brokers), 5.7 (Investment
Intent) and 5.8 (No Other Representations and Warranties) will survive indefinitely (such representations and warranties in clauses (i)
and (ii), collectively, the “Special Reps”). For purposes of this Agreement, the “Survival Date”
with respect to any representation or warranty shall mean the date when such representation or warranty shall survive in accordance with
this Section 7.1. If written notice of a claim for breach of any representation or warranty has been given on or before the applicable
Survival Date for such representation or warranty, then the relevant representations and warranties shall survive as to such claim, until
the claim has been finally resolved. All covenants, obligations and agreements of the Parties contained in this Agreement (including
all Schedules hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement), including any
indemnification obligations, shall survive the Closing and continue until fully performed in accordance with their terms. For the avoidance
of doubt, a claim for indemnification under any subsection of Section 7.2 other than clauses (a) or (b) thereof may be made at
any time.
7.2.
Indemnification by the Sellers. Except as otherwise limited by this Section 7, from and after the Closing, each of the Sellers
shall indemnify, defend and hold harmless the Purchaser, Fresh2 and their respective Representatives and any assignee or successor thereof
(collectively, the “Purchaser Indemnified Parties”) from and against, and pay or reimburse the Purchaser Indemnified
Parties for, any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes,
interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court
costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) suffered or incurred by,
or imposed upon, any Purchaser Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any
inaccuracy in or breach of any representation or warranty made by such Seller Party in this Agreement or any other Transaction Document;
or (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of such Seller contained
in this Agreement or any other Transaction Document.
7.3.
Indemnification by the Purchaser. Except as otherwise limited by this Section 7, the Purchaser shall indemnify, defend and
hold harmless each Seller and its Representatives and any assignee or successor thereof (collectively, the “Seller Indemnified
Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred
by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any
inaccuracy in or breach of any representation or warranty made by the Purchaser or Fresh2 in this Agreement or any other Transaction
Document; or (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of the Purchaser
or Fresh2 or, after the Closing, the Company contained in this Agreement or any other Transaction Document.
7.4.
Indemnification Procedures.
(a)
For the purposes of this Agreement, (i) the term “Indemnitee” shall refer to the Person or Persons indemnified, or
entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of Section 7.2 or 7.3, as the case
may be, and (ii) the term “Indemnitor” shall refer to the Person having the actual or alleged obligation to indemnify
pursuant to such provisions. Notwithstanding anything to the contrary contained in this Agreement, the Seller Representative will have
the sole and exclusive right to act on behalf of the Seller Indemnified Parties with respect to any indemnification claims made pursuant
to this Section 7, including bringing, defending, controlling and settling any claims hereunder and receiving any notices on behalf
of the Seller Indemnified Parties.
(b) In
the case of any claim for indemnification under this Agreement arising from a claim of a third party (including any Governmental Authority),
an Indemnitee must give prompt written notice and, subject to the following sentence, in no case later than thirty (30) days after the
Indemnitee’s receipt of notice of such claim, to the Indemnitor of any claim of which such Indemnitee has knowledge and as to which
it may request indemnification hereunder; provided, that the failure to give such notice will not relieve an Indemnitor of its indemnification
obligations except to the extent that the Indemnitor is actually materially prejudiced thereby. The Indemnitor will have the right to
defend and to direct the defense against any such claim in its name and at its expense, and with counsel selected by the Indemnitor unless:
(i) the Indemnitor fails to acknowledge fully its obligations to the Indemnitee within fifteen (15) days after receiving notice of such
third party claim or contests, in whole or in part, its indemnification obligations therefor; (ii) if the Indemnitor is a Seller, (A)
the applicable third party claimant is a Governmental Authority or a then-current customer of the Purchaser, Fresh2, any Group Company
or any of their respective Affiliates or (B) an adverse judgment with respect to the claim will establish a precedent materially adverse
to the continuing business interests of the Purchaser, Fresh2, any Group Company or their respective Affiliates; (iii) there is a conflict
of interest between the Indemnitee and the Indemnitor in the conduct of such defense; (iv) the applicable third party alleges claims
of fraud, willful misconduct or intentional misrepresentation; (v) such claim is criminal in nature, could reasonably be expected to
lead to criminal proceedings, or seeks an injunction or other equitable relief against the Indemnitee; or (vi) the claim seeks or is
reasonably expected to seek damages or other amounts that would result in all or any portion of the Indemnitee’s right to indemnification
for such claim being limited by the Indemnification Cap. If the Indemnitor elects, and is entitled, to compromise or defend such claim,
it will within fifteen (15) days (or sooner, if the nature of the claim so requires) notify the Indemnitee of its intent to do so, and
the Indemnitee will, at the request and expense of the Indemnitor, cooperate in the defense of such claim. If the Indemnitor elects not
to, or is not entitled under this Section 7.4(b) to, compromise or defend such claim, fails to notify the Indemnitee of its election
as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise
or defend such claim. Notwithstanding anything to the contrary contained herein, the Indemnitor will have no indemnification obligations
with respect to any such claim which has been or will be settled by the Indemnitee without the prior written consent of the Indemnitor
(which consent will not be unreasonably withheld, delayed or conditioned). The Indemnitor’s right to direct the defense will include
the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement
will obligate the Indemnitee to agree to any settlement that that requires the taking or restriction of any action (including the payment
of money and competition restrictions) by the Indemnitee (other than the delivery of a release for such claim and customary confidentiality
obligations), except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed).
Notwithstanding the Indemnitor’s right to compromise or settle in accordance with the immediately preceding sentence, the Indemnitor
may not settle or compromise any claim over the objection of the Indemnitee; provided, however, that consent by the Indemnitee to settlement
or compromise will not be unreasonably withheld, delayed or conditioned. With respect to any claim controlled by the Indemnitor, the
Indemnitee will have the right to participate in the defense of any claim with counsel selected by it subject to the Indemnitor’s
right to direct the defense. The fees and disbursements of such counsel will be at the expense of the Indemnitee; provided, however,
that, in the case of any claim which seeks injunctive or other equitable relief against the Indemnitee, the fees and disbursements of
such counsel will be at the expense of the Indemnitor.
(c) Any
indemnification claim that does not arise from a third party claim must be asserted by a written notice to the Indemnitor setting forth
with reasonable specificity the amount claimed and the underlying facts supporting such claim to the extent then known by the Indemnitee.
The Indemnitor will have a period of thirty (30) days after receipt of such notice within which to accept or dispute such claim by providing
written notice to the Indemnitee. If the recipient does not respond within such thirty (30) days, the recipient will be deemed to have
accepted responsibility for the Losses set forth in such notice and will have no further right to contest the validity of such notice.
If the recipient responds within such thirty (30) days after the receipt of the notice and rejects such claim in whole or in part, the
party delivering will be free to pursue such remedies as may be available to it under this Agreement, any other Transaction Documents
or applicable Law.
7.5.
Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) of Section 7.2
or 7.3, as the case may be: (x) for which a claim for indemnification is not asserted hereunder on or before the applicable
Survival Date; and (y) to the extent Losses incurred by the Purchaser Indemnified Parties in the aggregate under clause (a) of Section
7.2 or by the Seller Indemnified Parties in the aggregate under clause (a) of Section 7.3, as applicable, exceed an amount
equal to the Purchase Price (the “Indemnification Cap). Notwithstanding the foregoing, the Indemnification Cap shall not
apply to (i) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its
Affiliates) and (ii) indemnification claims based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.
The Indemnification Cap shall apply only to indemnification claims made under clause (a) of Section 7.2 or 7.3 and shall
not affect or apply to any other indemnification claim made pursuant to this Agreement, including those asserted under any other clause
of Section 7.2 or 7.3.
7.6. General
Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any
insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses
(and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice
any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party
with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting
from such Loss or insurance payment. No investigation or knowledge by the Purchaser or Fresh2 or their respective Representatives, on
the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by the Purchaser or Fresh2 or their respective
Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation
or warranty of the other set of Parties shall affect such other set of Parties’ representations and warranties or the recourse
available to such first set of Parties or any other Indemnitee of such first set of Parties under any provision of this Agreement (including
Section 7) with respect thereto. For all purposes of this Section 7, including for purposes determining whether there has
been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants
set forth in this Agreement (including the Disclosure Schedules) or any other Transaction Document that are qualified by materiality,
Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. No Seller
will have any right to seek contribution from any Group Company or Purchaser with respect to all or any part of such Seller’s indemnification
obligations under this Section 7. The Purchaser Indemnified Parties will not be required to make any claim against any Group Company
in respect of any representation, warranty, covenant or any other obligation of a Group Company to the Purchaser or Fresh2 hereunder
or under any other Transaction Document to which a Group Company is a party, and may solely seek action against Sellers. Any Losses under
this Agreement and the other Transaction Documents shall be determined without duplication of recovery by reason of the state of facts
giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Unless otherwise required
by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no Party
may take any position inconsistent with such characterization. The provisions in this Section 7 shall be enforceable regardless
of whether the Liability is based upon past, present or future acts, claims or Laws and regardless of whether any Person (including the
Person from whom relief is sought) alleges or proves the sole, concurrent, contributory, or comparative negligence of the Person seeking
relief, or the sole or concurrent strict liability imposed upon the person seeking relief.
7.7. Timing
of Payment; Right to Set-Off; Recovery of Shares. Any indemnification obligation of an Indemnitor under this Section 7 will
be paid within three (3) Business Days after the determination of such obligation in accordance with Section 7.4. The provisions
of this Section 7 notwithstanding, at its sole discretion and without limiting any other rights of the Purchaser Indemnified Parties
under this Agreement or any other Transaction Document or at law or equity, to the extent that a Purchaser Indemnified Party is determined
in accordance with this Agreement to be entitled to indemnification hereunder, if a Seller fails or refuses to promptly indemnify such
Purchaser Indemnified Party as provided herein then the Purchaser (or any other Purchaser Indemnified Party) may offset the full amount
to which such Purchaser Indemnified Party is entitled, in whole or in part, by reducing the amount of any payment or other obligation
due to such Seller pursuant to this Agreement or any other Transaction Document, including any amounts owed by the Purchaser pursuant
to any outstanding indemnification claim. Without limiting any of the foregoing or any other rights of the Purchaser Indemnified Parties
under this Agreement or any other Transaction Document or at law or equity, in the event that a Seller fails or refuses to promptly indemnify
a Purchaser Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Transaction Document,
in either case, where it is established that such Seller is obligated to provide such indemnification or to make such payment, the applicable
Purchaser Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the Share Consideration then owned by such
Seller up to an amount equal in value (based on the Per Share Price; provided, that in the event that after the Closing, the Fresh2 Ordinary
Shares are subject to any equity dividend, equity split, reverse equity split or any equity securities are otherwise issued or issuable
by Fresh2 (or its successor) with respect to all Fresh2 Ordinary Shares (in exchange for or upon conversion of such shares or otherwise
in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization), such Per Share
Price thereafter will be equitably adjusted for any such events as reasonably determined in good faith by Fresh2) to the amount owed
by such Seller. In the event that such Seller fails to promptly transfer any such Share Consideration pursuant to this Section 7.7,
each of the Purchaser and Fresh2 shall be and hereby is authorized as the attorney-in-fact for such Seller to transfer such Share Consideration
to the proper recipient thereof as required by this Section 7.7, and may transfer such Share Consideration and cancel the certificates
for such Share Consideration on its books and records and issue new share certificates to such transferee and may instruct its agents
and any exchanges on which Fresh2 Ordinary Shares are listed or traded to do the same.
8.
MISCELLANEOUS
8.1.
Fees and Expenses. Except as otherwise provided in this Agreement or the other documents to be delivered pursuant to this Agreement,
each Party will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance
of this Agreement and the consummation and performance of the Transactions, including all fees and expenses of its Representatives; provided,
that the fees and expenses of the Company for periods on or before the Closing Date will be paid by or on behalf of the Sellers. Sellers
will bear their own legal and other fees and expenses incurred in connection with this Agreement, including any costs and expenses incurred
by the Seller Representative on their behalf, subject to the provisions of this Agreement. The obligation of each Party to bear its own
fees and expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party.
8.2.
Further Assurances. The Parties will (a) execute and deliver to each other such other documents and (b) do such other acts and things
as another Party may reasonably request for the purpose of carrying out the intent of this Agreement, the Transactions, and the documents
to be delivered pursuant to this Agreement, at the sole cost and expense of the requesting Party (unless otherwise specified herein or
unless such requesting party is entitled to indemnification therefor under Section 7 in which case, the costs and expense will be borne
by the parties as set forth in Section 7). Each Seller acknowledges and agrees that from and after the Closing, the Purchaser will be
entitled to possession of, and Sellers will provide to the Purchaser, all documents, books, records (including Tax records), agreements,
corporate minute books and financial data of any sort relating to the Group Companies.
8.3.
Seller Representative.
(a) By
the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Haohan Xu (in such capacity, the
“Seller Representative”) as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution
to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions
of this Agreement and the other Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing
all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Seller Representative will
deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the other Transaction
Documents, including: (i) act for the Sellers with respect to all indemnification matters referred to in this Agreement, including the
right to compromise on behalf of the Sellers any indemnification claim made by or against the Sellers, if any; (ii) act for the Sellers
with respect to all post-Closing matters; (iii) terminate, amend or waive any provision of this Agreement; provided, that any such action,
if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Representative, will be taken in the
same manner with respect to all of the Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a
potentially adverse nature; (iv) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller
Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative
and to rely on their advice and counsel; (v) incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant
to the Transactions, and any other fees and expenses allocable or in any way relating to such Transactions or any indemnification claim,
whether incurred prior or subsequent to Closing; (vi) sign any releases or other documents with respect to and dispute or remedy arising
under this Agreement or the other Transaction Documents; and (x) do or refrain from doing any further act or deed on behalf of Sellers
which the Seller Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement
as fully and completely as any Seller could do if personally present and acting. The Seller Representative hereby accepts his or her
appointment and authorization as the Seller Representative under this Agreement.
(b) The
appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person, including
the Purchaser, Fresh2, any Group Company and any other Purchaser Indemnified Parties, may conclusively and absolutely rely, without inquiry,
upon any actions of the Seller Representative as the acts of Sellers hereunder or any other Transaction Document. Each Purchaser Indemnified
Party shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i) the settlement
of any claims for indemnification by a Purchaser Indemnified Party pursuant to Section 7 hereof, (ii) any payment instructions
provided by the Seller Representative, or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder,
and no Seller Indemnified Party shall have any cause of action against any Purchaser Indemnified Party for any action taken by a Purchaser
Indemnified Party in reliance upon the instructions or decisions of the Seller Representative.
(c) The
Seller Representative will act for the Sellers on all of the matters set forth in this Agreement in the manner the Seller Representative
believes to be in the best interest of the Sellers, but the Seller Representative will not be responsible to any Seller for any loss
or damage that any Seller may suffer by reason of the performance by the Seller Representative of such Seller Representative’s
duties under this Agreement, other than loss or damage arising from fraud, gross negligence or willful misconduct in the performance
of the Seller Representative’s duties under this Agreement. The Sellers do hereby jointly and severally agree to indemnify and
hold the Seller Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance
of the Seller Representative’s duties under this Agreement, except for any such liability arising out of the fraud, gross negligence
or willful misconduct of the Seller Representative. The Seller Representative will not be entitled to any fee, commission or other compensation
for the performance of his or her services hereunder, but will be entitled to the payment from Sellers of all his or her expenses incurred
as the Seller Representative.
(d) If
the Seller Representative shall die, become disabled, resign or otherwise be unable or unwilling to fulfill his or her responsibilities
as agent of Sellers, then Sellers shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly
thereafter (but in any event within two (2) Business Days after such appointment), shall notify the Purchaser and Fresh2 in writing of
the identity of such successor. Any such successor shall be appointed by the written consent of the Sellers holding a majority of the
Pro Rata Share held by all Sellers, and any successor so appointed shall become the “Seller Representative” for purposes
of this Agreement.
(e) All
notices or other communications required to be made or delivered by the Purchaser or Fresh2 to a Seller shall be made to the Seller Representative
for the benefit of such Seller, and any notices so made shall discharge in full all notice requirements of the Purchaser to such Seller
with respect thereto. All notices or other communications required to be made or delivered by a Seller shall be made by the Seller Representative
(except for a notice under Section 8.3(d) of the replacement of the Seller Representative).
8.4. Sellers
Not Authorized to Act on Behalf of the Purchaser or Fresh2. In the event that a Seller or its Affiliate becomes a director, officer,
employee or other authorized agent of the Purchaser or Fresh2 or their respective Affiliates (including, after the Closing, any Group
Company), such Seller shall have no authority, express or implied, to act or make any determination on behalf of the Purchaser or Fresh2
or their respective Affiliates in connection with this Agreement or any other Transaction Document or the consummation of the Transactions
or any dispute or Action with respect thereto.
8.5.
Entire Agreement. This Agreement (including the Schedules hereto, which are hereby incorporated herein by reference and deemed part
of this Agreement) supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter (including
any letter of intent and, upon the Closing, any confidentiality obligation to which the Purchaser or Fresh2 is subject) and constitutes
a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter of this Agreement.
8.6.
Amendment; Waiver. This Agreement may only be amended, supplemented, or otherwise modified by all Parties in a signed writing. Neither
any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of 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 any of
the documents referred to in this Agreement can be waived by a Party, in whole or in part, unless made in a writing signed by such Party,
(b) a waiver given by a Party will only be applicable to the specific instance for which it is given, and (c) no notice to or demand
on a Party will (i) waive or otherwise affect any obligation of that Party or (ii) affect 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.
8.7.
Assignment. This Agreement and the rights and obligations of the Parties hereunder may not be assigned in whole or in part by any
Party without the prior written consent of the other Parties hereto, and any attempted assignment in violation of this Section 8.7
will be null and void ab initio; provided, however, that after the Closing, the Purchaser, Fresh2 and the Company may assign any
of their rights and benefits hereunder (i) to any Affiliate of the Purchaser, Fresh2 or the Company, as applicable (provided, that the
Purchaser, Fresh2 or the Company, as applicable, shall remain primarily responsible for its obligations hereunder), or (ii) to any Person
acquiring all or substantially all of the assets of (A) the Purchaser and its Subsidiaries taken as a whole, (B) Fresh2 and its Subsidiaries
taken as a whole, or (C) the Company and its Subsidiaries taken as a whole, or a majority of the outstanding equity securities of the
Purchaser, Fresh2 or the Company, whether by equity purchase, merger, consolidation or otherwise (provided, that the assignee expressly
assumes the obligations of the Purchaser, Fresh2 or the Company, as applicable, hereunder). 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 each party hereto.
Notwithstanding the foregoing, the parties acknowledge that any replacement Seller Representative shall automatically become a party
to this Agreement in place of the replaced Seller Representative upon his or her appointment and acceptance in accordance with Section
8.3 hereof.
8.8.
No Third-Party Rights. Except for the indemnification rights of the Purchaser Indemnified Parties and the Seller Indemnified Parties
set forth herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing
herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such successors and permitted
assigns, any legal or equitable rights hereunder.
8.9.
Remedies. Except as specifically set forth in this Agreement, any party having any rights under any provision of this Agreement will
have all rights and remedies set forth in this Agreement and all rights and remedies which such party may have been granted at any time
under any other contract or agreement and all of the rights which such party may have under any applicable Law. Except as specifically
set forth in this Agreement, any such party will be entitled to (a) enforce such rights specifically, without posting a bond or other
security or proving damages or that monetary damages would be inadequate, (b) to recover damages by reason of a breach of any provision
of this Agreement and (c) to exercise all other rights granted by applicable Law. In the event any Action is brought in respect of this
Agreement or any of the other Transaction Documents, the prevailing Party in such Action, as determined by the applicable court or arbitrator,
shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in such Action, in addition to any
relief to which such Party may be entitled under applicable Law. The exercise of any remedy by a party will not preclude the exercise
of any other remedy by such party.
8.10.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York (without giving effect to its choice of law principles). Subject
to Section 8.11, for purposes of any Action arising out of or in connection with this Agreement or any transaction contemplated
hereby, each of the Parties hereto (a) irrevocably submits to the exclusive jurisdiction and venue of any state or federal court located
within New York County, State of New York (or any appellate courts thereof), (b) agrees that service of any process, summons, notice
or document by U.S. registered mail to such Party’s respective address set forth in Section 8.12 shall be effective service
of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 8.10, (c) waives
and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of such court, that the Action is brought in an inconvenient forum, that the venue of the Action is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such
jurisdiction or venue by reason of any offsets or counterclaims in any such Action, and (d) waives any bond, surety or other security
that might be required of any other party with respect thereto. Each Party hereto agrees that a final judgment in any such Action shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or in equity.
The Parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have
to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any
other Transaction Document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party
in connection with such Transaction Documents, in each case whether now existing or hereafter arising and whether sounding in tort or
contract or otherwise. Each Party hereto acknowledges that it has been informed by the other Parties hereto that this Section 8.10
constitutes a material inducement upon which they are relying and will rely in entering into this Agreement. Any Party hereto may
file an original counterpart or a copy of this Section 8.10 with any court as written evidence of the consent of each such Party
to the waiver of its right to trial by jury.
8.11. Dispute
Resolution. Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary
injunction, permanent injunction or other equitable relief or an application for enforcement of a resolution under this Section 8.11)
arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”)
shall be governed by this Section 8.11. A party must, in the first instance, provide written notice of any Disputes to the other
parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The
parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of
such Dispute being received by such other parties subject to such Dispute; the “Resolution Period”); provided, that
if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the
occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during
the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures
of the Commercial Arbitration Rules (the “AAA Procedures”) of the American Arbitration Association (the “AAA”).
Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the
extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be
conducted by one arbitrator nominated by the AAA promptly (but in any event within three (3) Business Days) after the submission of the
Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with
substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin
the arbitration process promptly (but in any event within three (3) Business Days) after his or her nomination and acceptance by the
parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance
with the substantive law of the state of New York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute
to the arbitrator within ten (10) Business Days after confirmation of the appointment of the arbitrator. The arbitrator shall have the
power to order any party to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable
Law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing
power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other
of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s
reason(s) for selecting one or the other proposal. The seat of arbitration shall be in the State of New York, County of New York. The
language of the arbitration shall be English.
8.12.
Notices. All notices and other communications required or permitted by this Agreement shall be in writing and will be effective,
and any applicable time period shall commence, (a) when received if given in person or by courier or a courier service, (ii) on the date
of transmission if sent by facsimile or email (with affirmative confirmation of receipt, and provided, that the party providing notice
shall within two (2) Business Days provide notice by another method under this Section 8.12) or (iii) three (3) Business Days
after being deposited in the U.S. mail, certified or registered mail, postage prepaid to the following address (or to such other individual
or address as a party hereto may designate for itself by notice given as herein provided):
If
to the Seller Representative, any Seller or, prior
to the Closing, the Company, to:
Haohan
Xu
650 5th Ave, Suite 2416
New York, NY 10019
Email: haohan@roxe.io
|
|
If
to the Purchaser or Fresh2 to:
Fresh2
Group Limited
650 5th Ave, Suite 2416
New York, NY 10019
Attn: Xingyan Gao
Email: Xingyan_Gao@anpac.cn
|
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Wei Wang, Esq. and Matthew A. Gray, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
Email: wwang@egsllp.com; mgray@egsllp.com
|
8.13.
Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable
in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. Any
illegal or unenforceable term will be deemed to be void and of no force and effect only to the minimum extent necessary to bring such
term within the provisions of applicable Law and such term, as so modified, and the balance of this Agreement will then be fully enforceable.
The parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out,
so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
8.14.
Interpretation. The table of contents and the headings and subheadings of this Agreement are for reference and convenience purposes
only and in no way modify, interpret or construe the meaning of specific provisions of the Agreement. In this Agreement, unless the context
otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa; (ii) reference to any Person includes such Person’s successors
and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity; (iii) any accounting term used and not otherwise defined in this Agreement or any
other Transaction Document has the meaning assigned to such term in accordance with US GAAP; (iv) “including” (and with correlative
meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and
shall be deemed in each case to be followed by the words “without limitation”; (v) the words “herein,” “hereto,”
and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement
as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of
similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or”
means “and/or”; (viii) reference to “dollars” or “$” shall mean United States Dollars; (ix) reference
to any statute includes any rules and regulations promulgated thereunder; (x) any agreement, instrument, insurance policy, Law or Order
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance
policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by
waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations,
rules or orders and references to all attachments thereto and instruments incorporated therein; and (xi) except as otherwise indicated,
all references in this Agreement to the words “Section,” and “Schedule” are intended to refer to Sections and
Schedules to this Agreement. Any reference herein to an entity’s board of directors or any director shall include any equivalent
governing body or Person to a board of directors under the Delaware General Corporation Law, and any reference herein to an entity’s
officers shall include any Persons serving in an equivalent function under the Delaware General Corporation Law. With regard to all dates
and time periods set forth or referred to in this Agreement, time is of the essence.
8.15.
Mutual Drafting. The Parties acknowledge and agree that: (a) this Agreement and the other Transaction Documents are the result of
negotiations between the Parties and will not be deemed or construed as having been drafted by any one Party, (b) each Party and its
counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Schedules attached hereto) and the other
Transaction Documents and have contributed to their revision, (c) the rule of construction to the effect that any ambiguities are resolved
against the drafting party will not be employed in the interpretation of this Agreement or the other Transaction Documents and (d) neither
the drafting history nor the negotiating history of this Agreement or the other Transaction Documents may be used or referred to in connection
with the construction or interpretation thereof.
8.16.
Counterparts and Electronic Signatures. This Agreement and other documents to be delivered pursuant to this Agreement may be executed
in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed
to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the Parties
and delivered to the other Party. A manual signature or electronic signature on this Agreement or other documents to be delivered pursuant
to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes.
The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature
pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all
purposes.
{Signature
Pages Follow}
IN WITNESS
WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.
|
Fresh2: |
|
|
|
|
Fresh2 Group
Limited |
|
|
|
|
By: |
|
|
Name: |
Haohan Xu |
|
Title: |
Chief Executive Officer |
|
|
|
|
The Purchaser: |
|
|
|
|
Fresh2 Technology
Inc |
|
|
|
|
By: |
|
|
Name: |
Haohan Xu |
|
Title: |
CEO |
|
The Company: |
|
|
|
|
Roxe Holding
Inc |
|
|
|
|
By: |
|
|
Name: |
Haohan Xu |
|
Title: |
CEO |
|
|
|
|
The Sellers: |
|
|
|
|
Immensus LLC |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Zero2First Capital
Limited |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
|
|
|
River Hill China
Capital Ltd |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Future Capital
Tech Pte. Ltd (Singapore) |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
SCHEDULE
A
SELLERS
Seller | |
Shares
to be Sold | | |
Considerations | | |
Fresh2
Class A Ordinary Shares as Share Consideration | |
Immensus LLC (NY) | |
| 73,823,182 | | |
$ | 18,374,589.74 | | |
| 66,334,259 | |
Zero2First Capital Limited | |
| 9,849,446 | | |
$ | 2,451,527.006 | | |
| 8,850,278 | |
River Hill China Capital Ltd | |
| 15,746,667 | | |
$ | 3,919,345.297 | | |
| 14,149,261 | |
Future Capital Tech
Pte. Ltd (Singapore) | |
| 23,529,412 | | |
$ | 5,856,470.561 | | |
| 21,142,493 | |
Total | |
| 122,948,707 | | |
$ | 30,601,932.61 | | |
| 110,476,291 | |
Schedule
3.2(c)
None.
Schedule
3.2(i)
None.
Schedule
4.5. Subsidiaries
Name
of Subsidiary |
|
Jurisdiction |
|
Authorized
Stock |
|
Issued
and
outstanding
shares |
|
UBOs |
|
Tax
election |
Roxe Inc |
|
DE |
|
1000 |
|
1000 |
|
Haohan Xu – 76,21% |
|
C-corp |
Roxe One Inc |
|
DE |
|
100,000,000 |
|
1,000,000 |
|
Haohan Xu – 76,21% |
|
C-corp |
Roxe Global Inc |
|
BVI |
|
1 |
|
1 |
|
Haohan Xu - 76,21% |
|
C-corp |
UAB Roxe Lithuania |
|
Lithuania |
|
2500 |
|
2500 |
|
Haohan Xu - 76,21% |
|
C-corp |
Schedule
4.9 Financial Statements
Schedule
4.12 Litigation
Demand dd.
March 14, 2023 from Bryan Schwenk to Roxe Inc, Haohan Xu and Xiaoyu Li regarding liability for nonpayment of wages
Complaint
filed on 24th January 2023 by Bryan Schwenk with the United states district court Southern
District of New York against Roxe Inc, Haohan Xu, Maodong Xu and Xiaoyu Li related to violation of Wage Theft Prevention Act and unpaid
salary.
Schedule
4.14. Leased premises
None
Schedule
4.15. Personal Property
No personal
property leases
Schedule
4.16 (a)
Copyrights
Name
of the project |
|
Type |
|
Development
language |
|
Main
function description |
|
Owner |
|
Status |
RSS(Roxe Settlement
Service) |
|
Computer program |
|
Java |
|
As a cross chain gateway of roxe chain, settlement
node service provides asset mapping and redemption, and real-time information disclosure |
|
Roxe Holding Inc |
|
Registered |
RCP(Roxe Currency
Platform) |
|
Application |
|
Java |
|
The web-based settlement
node service provided for users can provide coin redemption function, query of historical records, etc |
|
Roxe Holding Inc |
|
Registered |
Trademarks
Mark |
|
Owner |
|
Country |
|
Classes |
|
Date
of
registration |
|
Registration
Number |
|
Expiration
date |
|
Status |
Roxe (word) |
|
Roxe Holding Inc |
|
USA |
|
36 |
|
May 24, 2022 |
|
6722073 |
|
N/A |
|
Registered |
Roxe (logo) |
|
Roxe Holding Inc |
|
USA |
|
36 |
|
May 24, 2022 |
|
6722072 |
|
N/A |
|
Registered |
Roxe (word) |
|
Roxe Holding Inc |
|
EU |
|
9,35,36,42 |
|
November 14, 2020 |
|
18255944 |
|
June 17, 2030 |
|
Registered |
Roxe (logo) |
|
Roxe Holding Inc |
|
EU |
|
9,35,36,42 |
|
November 14, 2020 |
|
18256308 |
|
June 17, 2030 |
|
Registered |
Domain
names
Domain
Names |
|
Domain
Registrar |
|
Status |
|
Expiration
Date |
|
Auto-renew |
|
Privacy |
|
Lock |
roxe.io |
|
NameCheap, Inc |
|
Active |
|
10/17/2023 |
|
on |
|
Private |
|
|
roxeme.com |
|
GoDaddy.com, LLC |
|
Active |
|
3/4/2023 |
|
on |
|
Private |
|
Locked |
roxepay.com |
|
NameCheap, Inc |
|
Active |
|
10/17/2023 |
|
on |
|
Private |
|
|
roxepay.io |
|
GoDaddy.com, LLC |
|
Active |
|
2/20/2023 |
|
on |
|
Public |
|
Locked |
roxepay.net |
|
GoDaddy.com, LLC |
|
Active |
|
2/20/2023 |
|
on |
|
Public |
|
Locked |
roxeretail.com |
|
NameCheap, Inc |
|
Active |
|
10/17/2023 |
|
on |
|
Private |
|
|
Schedule
4.16 (b) Company Software
Roxe App
- Android
Roxe App
- iOS
Roxe.io
Roxe Send
Earn
RCP
Roxe Checkout
Roxe CMS
Roxe background
management system
RSS
RSS-SR
RPS
RTS
RMN
Roxe Group
contract
Roxe Swap contract
Roxe Earn contract
Roxe Dolphin
Swap contract
Schedule
4.16 (c) Licensed IP
Technology
License Agreement dd May 15, 2022 by and between Roxe Inc and Hua You Sheng (Beijing) Technology Co., Ltd.
Schedule
4.16 (f)
Name
of Agreement |
|
Partner
Name |
|
Company |
|
Date
of execution |
Payment Services Agreement |
|
2C2P (Thailand) Company Limited |
|
Roxe Inc |
|
December 24, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Aberdeen Business Solution Limited |
|
Roxe Inc |
|
May 11, 2021 |
Local Payment & Settlement Agreement |
|
AL Morisi Exchange Company |
|
Roxe Inc |
|
December 16, 2021 |
Local Payment & Settlement Agreement |
|
Apfleet Ltd |
|
Roxe Inc |
|
December 22, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Birfa Financial Services Ltd, |
|
Roxe Inc |
|
October 20, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Iblock Technologies Private Limited, |
|
Roxe Inc |
|
March 4, 2021 |
Local Payment & Agreement |
|
CB Payments Inc |
|
Roxe Inc |
|
December 22, 2021 |
Local Payment & Agreement |
|
CB International Bank LLC |
|
Roxe Inc |
|
November 19, 2021 |
Locan Payment & Settlement Agreement |
|
M2M Global Technologies Pty Ltd |
|
Roxe Inc |
|
September 20, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Alpha Fortress, LLC |
|
Roxe Inc |
|
January 22, 2021 |
Master Services Agreement |
|
Apifiny Asset Network Inc |
|
Roxe Inc |
|
May 11, 2022 |
Local Payment & Settlement Agreement |
|
Atlantic Partners Asia SG Pte. Ltd. |
|
Roxe Inc |
|
January 10, 2022 |
Roxe Master Services Agreement |
|
Axletree Solutions Inc |
|
Roxe Inc |
|
October 21, 2021 |
Notify and Pay Services Agreement |
|
Cebuana Lhuillier Services Corporation
LHUILLIER SERVICES CORPORATION |
|
Roxe Inc |
|
September 24, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Centro Sudamericano S.A. |
|
Roxe Inc |
|
December 10, 2021 |
Locan Payment & Settlement Agreement |
|
Djibouti Express for Exchange and Transfer |
|
Roxe Inc |
|
December 22, 2021 |
Master Services Agreement |
|
ECS Fin Inc |
|
Roxe Inc |
|
November 18, 2020 |
Roxe Inc Money Transmitter Agreement |
|
Elektropay |
|
Roxe Inc |
|
May 7, 2021 |
Roxe Master Services Agreement |
|
Everpay Corporation |
|
Roxe Inc |
|
May 14, 2020 |
Roxe Master Services Agreement |
|
Fairex Inc |
|
Roxe Inc |
|
March 25, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Best Way Corporation |
|
Roxe Inc |
|
August 30, 2021 |
Roxe Master Services Agreement |
|
FinKnight Group |
|
Roxe Inc |
|
May 27, 2021 |
Locan Payment & Settlement Agreement |
|
Galaxia International Services Inc. |
|
Roxe Inc |
|
August 11, 2021 |
International Money Transmitter Service Agreement |
|
G-Xchange Inc |
|
Roxe Inc |
|
October 18, 2021 |
Data Privacy Agreement |
|
G-Xchange Inc |
|
Roxe Inc |
|
October 18, 2022 |
Payment Service Provider Agreement |
|
Global Money Express Co., Ltd. |
|
Roxe Inc |
|
January 3, 2022 |
GME (C2C) Money Transfer Agreement |
|
Global Money Express Co., Ltd. |
|
Roxe Inc |
|
May 25, 2022 |
Local Payment. & Settlement Agreement |
|
Harbour and Hills
Financial Services Limited |
|
Roxe Inc |
|
March 14, 2022 |
Local Payment. & Settlement
Agreement |
|
PT Inacash Lentera Teknology |
|
Roxe Inc |
|
March 31, 2022 |
Local Payment. & Settlement Agreement |
|
Innovation Trust
Bank International Holdings, Inc |
|
Roxe Inc |
|
June 15, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Inversiones Girofacil SpA |
|
Roxe Inc |
|
November 12, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Isend Pte. Ltd. |
|
Roxe Inc |
|
April 9, 2021 |
Locan Payment & Settlement Agreement |
|
Medici Bank International LLC |
|
Roxe Inc |
|
January 28, 2022 |
Roxe Master Services Agreement |
|
Nexolink Inc |
|
Roxe Inc |
|
November 25, 2021 |
Payment Services Agreement |
|
Nium Pte. Ltd. |
|
Roxe Inc |
|
August 9, 2021 |
Roxe Partnership Agreement |
|
NomadCTS LLC |
|
Roxe Inc |
|
April 4, 2022 |
Local Payment & Settlement Agreement |
|
Nec Money Transfer Limited |
|
Roxe Inc |
|
September 6, 2022 |
Master Services Agreement |
|
Onchain Custodian Pte. Ltd. |
|
Roxe Inc |
|
November 25, 2020 |
Local Payment. & Settlement Agreement |
|
PAF Group, LLC |
|
Roxe Inc |
|
June 15, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Payyd Tech Works LLC |
|
Roxe Inc |
|
July 20, 2021 |
Local Payment. & Settlement Agreement |
|
Appfleet
Ltd |
|
Roxe Inc |
|
December 22, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Rana Financial LLC |
|
Roxe Inc |
|
July 2, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Remcash Company Limited |
|
Roxe Inc |
|
December 8, 2021 |
Remittance Services Agreement |
|
Sacombank Remittance Express Limited Company |
|
Roxe Inc |
|
May 31, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Swift Payment Limited |
|
Roxe Inc |
|
May 27, 2021 |
Services Agreement |
|
Terra Payment Services (UK) Limited |
|
Roxe Inc |
|
October 4, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Transpaygo Limited |
|
Roxe Inc |
|
September 27, 2021 |
Partnership Agreement |
|
Treviso
Corretora de Câmbio S.A. |
|
Roxe Inc |
|
April 26, 2022 |
Roxe Inc Money Transmitter
Agreement |
|
Treviso
Corretora de Câmbio S.A. |
|
Roxe Inc |
|
June 4, 2021 |
Local Payment & Settlement Agreement |
|
Varopago |
|
Roxe Inc |
|
May 27, 2021 |
Roxe Inc Money Transmitter Agreement |
|
We Pay Out Serviços de Pagamentos
Ltda a |
|
Roxe Inc |
|
June 15, 2021 |
Local Payment & Settlement Agreement |
|
Payhada Co. Ltd |
|
Roxe Inc |
|
June 24, 2022 |
Partnership Agreement |
|
Ahrvo Labs Inc |
|
Roxe Inc |
|
October 1, 2022 |
Service Bureau Partnership Agreement |
|
Ahrvo Labs Inc |
|
Roxe Inc |
|
September 29, 2022 |
Schedule
4.17 (a)
Contracts:
i.any
Contract with any Top Customer or Top Supplier;
Contract
Type |
|
Counterparty |
|
Roxe
Entity |
|
Effective
Date |
Acuan Master Services Agreement |
|
Acuan master
services agreement |
|
Roxe Inc |
|
December
22, 2021 |
Global Merchant Services Agreement |
|
Checkout |
|
Roxe Inc |
|
December
12, 2021 |
SAAS Services order form |
|
DocFox |
|
Roxe Inc |
|
January
1, 2022 |
Services Agreement |
|
Hua You
Sheng (Beijing) Technology Com., Ltd |
|
Roxe Inc |
|
May 9,
2022 |
Order form |
|
Plaid Inc |
|
Roxe Inc |
|
August
24, 2021 |
| ii. | any
Contract or group of related Contracts which involve expenditures or receipts by the Group
Companies that require payments or yield receipts of more than $100,000 in any twelve (12)
month period or more than $250,000 in the aggregate; |
None
| iii. | any
Contract with any of its officers, directors, employees, consultants or Affiliates (other
than at-will employment arrangements with employees entered into the Ordinary Course of Business),
including all non-competition, severance, and indemnification agreements; |
None
| iv. | any
agreement presently in effect for the license of any Intellectual Property involving the
payment by or to a Group Company in excess of $100,000 per year; |
Technology
License Agreement dd May 15, 2022 by and between Roxe Inc and Hua You Sheng (Beijing) Technology Co., Ltd.
None
| vi. | any
partnership, joint venture, profit-sharing or similar agreement entered into with any Person; |
Name
of Agreement |
|
Partner
Name |
|
Company |
|
Date
of execution |
Payment Services Agreement |
|
2C2P (Thailand) Company Limited |
|
Roxe Inc |
|
December 24, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Aberdeen Business Solution Limited |
|
Roxe Inc |
|
May 11, 2021 |
Local Payment & Settlement Agreement |
|
AL Morisi Exchange Company |
|
Roxe Inc |
|
December 16, 2021 |
Local Payment & Settlement Agreement |
|
Apfleet Ltd |
|
Roxe Inc |
|
December 22, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Birfa Financial Services Ltd, |
|
Roxe Inc |
|
October 20, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Iblock Technologies Private Limited, |
|
Roxe Inc |
|
March 4, 2021 |
Local Payment & Agreement |
|
CB Payments Inc |
|
Roxe Inc |
|
December 22, 2021 |
Local Payment & Agreement |
|
CB International Bank LLC |
|
Roxe Inc |
|
November 19, 2021 |
Locan Payment & Settlement Agreement |
|
M2M Global Technologies Pty Ltd |
|
Roxe Inc |
|
September 20, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Alpha Fortress, LLC |
|
Roxe Inc |
|
January 22, 2021 |
Master Services Agreement |
|
Apifiny Asset Network Inc |
|
Roxe Inc |
|
May 11, 2022 |
Local Payment & Settlement Agreement |
|
Atlantic Partners Asia SG Pte. Ltd. |
|
Roxe Inc |
|
January 10, 2022 |
Roxe Master Services Agreement |
|
Axletree Solutions Inc |
|
Roxe Inc |
|
October 21, 2021 |
Notify and Pay Services Agreement |
|
Cebuana Lhuillier Services Corporation
LHUILLIER SERVICES CORPORATION |
|
Roxe Inc |
|
September 24, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Centro Sudamericano S.A. |
|
Roxe Inc |
|
December 10, 2021 |
Locan Payment & Settlement Agreement |
|
Djibouti Express for Exchange and Transfer |
|
Roxe Inc |
|
December 22, 2021 |
Master Services Agreement |
|
ECS Fin Inc |
|
Roxe Inc |
|
November 18, 2020 |
Roxe Inc Money Transmitter Agreement |
|
Elektropay |
|
Roxe Inc |
|
May 7, 2021 |
Roxe Master Services Agreement |
|
Everpay Corporation |
|
Roxe Inc |
|
May 14, 2020 |
Roxe Master Services Agreement |
|
Fairex Inc |
|
Roxe Inc |
|
March 25, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Best Way Corporation |
|
Roxe Inc |
|
August 30, 2021 |
Roxe Master Services Agreement |
|
FinKnight Group |
|
Roxe Inc |
|
May 27, 2021 |
Locan Payment & Settlement Agreement |
|
Galaxia International Services Inc. |
|
Roxe Inc |
|
August 11, 2021 |
International Money Transmitter Service Agreement |
|
G-Xchange Inc |
|
Roxe Inc |
|
October 18, 2021 |
Data Privacy Agreement |
|
G-Xchange Inc |
|
Roxe Inc |
|
October 18, 2022 |
Payment Service Provider Agreement |
|
Global Money Express Co., Ltd. |
|
Roxe Inc |
|
January 3, 2022 |
GME (C2C) Money Transfer Agreement |
|
Global Money Express Co., Ltd. |
|
Roxe Inc |
|
May 25, 2022 |
Local Payment. & Settlement Agreement |
|
Harbour and Hills
Financial Services Limited |
|
Roxe Inc |
|
March 14, 2022 |
Local Payment. & Settlement Agreement |
|
PT Inacash Lentera Teknology |
|
Roxe Inc |
|
March 31, 2022 |
Local Payment. & Settlement Agreement |
|
Innovation Trust
Bank International Holdings, Inc |
|
Roxe Inc |
|
June 15, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Inversiones Girofacil SpA |
|
Roxe Inc |
|
November 12, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Isend Pte. Ltd. |
|
Roxe Inc |
|
April 9, 2021 |
Locan Payment & Settlement Agreement |
|
Medici Bank International LLC |
|
Roxe Inc |
|
January 28, 2022 |
Roxe Master Services Agreement |
|
Nexolink Inc |
|
Roxe Inc |
|
November 25, 2021 |
Payment Services Agreement |
|
Nium Pte. Ltd. |
|
Roxe Inc |
|
August 9, 2021 |
Roxe Partnership Agreement |
|
NomadCTS LLC |
|
Roxe Inc |
|
April 4, 2022 |
Local Payment & Settlement Agreement |
|
Nec Money Transfer Limited |
|
Roxe Inc |
|
September 6, 2022 |
Master Services Agreement |
|
Onchain Custodian Pte. Ltd. |
|
Roxe Inc |
|
November 25, 2020 |
Local Payment. & Settlement Agreement |
|
PAF Group, LLC |
|
Roxe Inc |
|
June 15, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Payyd Tech Works LLC |
|
Roxe Inc |
|
July 20, 2021 |
Local Payment. & Settlement Agreement |
|
Appfleet
Ltd |
|
Roxe Inc |
|
December 22, 2021 |
Roxe Inc Money Transmitter Agency Agreement |
|
Rana Financial LLC |
|
Roxe Inc |
|
July 2, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Remcash Company Limited |
|
Roxe Inc |
|
December 8, 2021 |
Remittance Services Agreement |
|
Sacombank Remittance Express Limited Company |
|
Roxe Inc |
|
May 31, 2022 |
Roxe Inc Money Transmitter Agreement |
|
Swift Payment Limited |
|
Roxe Inc |
|
May 27, 2021 |
Services Agreement |
|
Terra Payment Services (UK) Limited |
|
Roxe Inc |
|
October 4, 2021 |
Roxe Inc Money Transmitter Agreement |
|
Transpaygo Limited |
|
Roxe Inc |
|
September 27, 2021 |
Partnership Agreement |
|
Treviso
Corretora de Câmbio S.A. |
|
Roxe Inc |
|
April 26, 2022 |
Roxe Inc Money Transmitter
Agreement |
|
Treviso
Corretora de Câmbio S.A. |
|
Roxe Inc |
|
June 4, 2021 |
Local Payment & Settlement Agreement |
|
Varopago |
|
Roxe Inc |
|
May 27, 2021 |
Roxe Inc Money Transmitter Agreement |
|
We Pay Out Serviços de Pagamentos
Ltda a |
|
Roxe Inc |
|
June 15, 2021 |
Local Payment & Settlement Agreement |
|
Payhada Co. Ltd |
|
Roxe Inc |
|
June 24, 2022 |
Partnership Agreement |
|
Ahrvo Labs Inc |
|
Roxe Inc |
|
October 1, 2022 |
Service Bureau Partnership Agreement |
|
Ahrvo Labs Inc |
|
Roxe Inc |
|
September 29, 2022 |
| vii. | all
Contracts relating to any merger, consolidation or other business combination with any other
Person or the acquisition or disposition of any other entity or its business, its equity
securities or its material assets or the sale of a Group Company, its business, its equity
securities or its material assets (other than in the Ordinary Course of Business); |
None
| viii. | any
loan agreement, agreement of Indebtedness, credit, note, security agreement, guarantee, mortgage,
indenture or other document relating to Indebtedness, borrowing of money or extension of
credit by or to a Group Company in excess of $100,000; |
None
| ix. | any
material settlement agreement entered into within three (3) years prior to the date of this
Agreement or under which a Group Company has outstanding obligations (other than customary
obligations of confidentiality); |
None
| x. | any
Contract granting, licensing, sublicensing or otherwise transferring any Intellectual Property
of a Group Company other than licenses of a Group Company’s Intellectual Property included
in such Group Company’s form customer agreements entered into in the Ordinary Course
of Business; |
None
| xi. | any
agreement entered into outside the Ordinary Course of Business and presently in effect, involving
payment to or obligations of in excess of $100,000, not otherwise described in this Section
4.17(a); and |
None
| xii. | any
other Contract that is material to a Group Company. |
None
Schedule
4.17 (b)
None
Schedule
4.18
The tax return
for the year ended 2021 will be revised when the Company receives the audited financial statements of the Company.
The filing
of tax return for the year ended 2022 is extended until the Company receives the completed audited financial statements of the Company.
Schedule
4.20 (a) Benefit Plan
2021 Equity
Incentive Plan as adopted on July 2, 2021
Schedule
4.22 Insurances
None
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