EXCHANGEAGREEMENT

This EXCHANGE AGREEMENT, dated as of  October 1, 2010 (the “Agreement”) by and among G2 VENTURES, INC., a Texas corporation (“G2”), DYNAMIC ELITE INTERNATIONAL LIMITED (“Dynamic”) and  CRYSTAL GLOBE LIMITED (“Crystal ”), the sole shareholder of all the shares of common stock of Dynamic.

WHEREAS, Crystal owns 100% of the issued and outstanding shares of common stock, par value $1 per share, of Dynamic (the "Dynamic Shares");

 

WHEREAS, Crystal believes it is in its best interest to exchange the Dynamic Shares for certain restricted shares of common stock of G2 and G2 believes it is in its best interests to acquire the Dynamic Shares in exchange for its shares of common stock, upon the terms and subject to the conditions set forth in this Agreement; and

 

WHEREAS, it the intention of the parties that: (i) G2 shall acquire 100% of the Dynamic Shares in exchange solely for the restricted shares of G2; (ii) said exchange of  shares of G2 for Dynamic Shares shall not qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”); and (iii) said exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”).

 

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows:

 

 

 

Section 1.1              Agreement to Exchange Dynamic Shares for G2 Shares. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, Crystal shall sell, assign, transfer, convey and deliver the Dynamic Shares (representing 10,000 Dynamic Shares, par value $1 per share or 100% of the issued and outstanding Dynamic Shares) to G2, and G2 shall accept the Dynamic Shares from Crystal in exchange for the issuance to Crystal 15,215,426 restricted shares of common stock of G2 (the “G2 Shares”).

 

Section 1.2              Capitalization. On the Closing Date, immediately after the transactions to be consummated pursuant to this Agreement, G2 shall have authorized 200,000,000 shares of common stock, par value $.001 per share, of which 20,000,000  shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid.

Section 1.3              Closing. The closing of the exchange to be made pursuant to this Agreement (the "Closing") shall take place at 10:00 a.m. E.D.T. on the date of this Agreement and upon the conditions to closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the "Closing Date"), at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, NY 10006. At the Closing, Crystal shall deliver to G2 the stock certificate(s) representing 100% of the Dynamic Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration and exchange for the Dynamic Shares, G2 shall issue and exchange with Crystal the G2 Shares.

 

Section 1.4              Tax Treatment. The exchange described herein is not intended to comply with Section 368(a)(1)(B) of the Code, and all applicable regulations thereunder.

 

G2 hereby represents, warrants and agrees as follows:

a.            G2 is a corporation duly organized, validly existing and in good standing under the laws of Texas, and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by G2 or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of  G2 (a "G2 Material Adverse Effect");

b.            Copies of the Articles of Incorporation and By-laws of G2, with all amendments thereto to the date hereof, have been furnished by G2 to Crystal, and such copies are accurate and complete as of the date hereof. The minute books of G2 are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of G2 from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of G2.

 

Section 2.2              Capitalization of G2. The authorized capital stock of  G2 consists of (a) 200,000,000 shares of common stock, par value $.001 per share, of which 4,784,574  shares are issued and outstanding, all of which are duly authorized, validly issued and fully paid. As of the date of this Agreement there are and as of the Closing Date, there will be, no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of G2.

Section 2.3              Subsidiaries and Equity Investments. G2 has no subsidiaries or equity interest in any corporation, partnership or joint venture.

Section 2.4              Authorization and Validity of Agreements. G2 has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by G2 and the consummation by G2 of the transactions contemplated hereby have been duly authorized by all necessary corporate action of G2, and no other corporate proceedings on the part of G2 are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 2.5              No Conflict or Violation. The execution, delivery and performance of this Agreement by G2 does not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which G2 is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of G2, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which G2 is bound.

Section 2.6              Consents and Approvals. No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by G2 or the performance by G2 of its obligations hereunder.

Section 2.7              Absence of Certain Changes or Events. Since its inception:

a.             G2 has operated in the ordinary course of business consistent with past practice and there has not been any material adverse change in the assets, properties, business, operations, prospects, net income or condition, financial or otherwise of G2. As of the date of this Agreement, G2 does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of G2;

 

b.             there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of G2 or any redemption, purchase or other acquisition of any capital stock of  G2 or any other of G2’s securities; and

c.             there has not been an increase in the compensation payable or to become payable to any director or officer of G2.

Section 2.8             Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of G2 in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.9             Survival. Each of the representations and warranties set forth in this Article II shall be deemed represented and made by G2 at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

 

 

Dynamic and Crystal, jointly and severally, represent, warrant and agree as follows:

Section 3.1              Corporate Organization.

a.            Dynamic is a newly-formed corporation. It is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Dynamic or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of  Dynamic (a "Dynamic Material Adverse Effect").

 

b.            Copies of the Certificate of Incorporation and By-laws of Dynamic, with all amendments thereto to the date hereof, have been furnished to G2, and such copies are accurate and complete as of the date hereof. The minute books of Dynamic are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of Dynamic, and committees of the Board of Directors of Dynamic from the date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors, shareholders and committees of the Board of Directors of Dynamic.

Section 3.2              Capitalization of Dynamic; Title to the Dynamic Shares. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, Dynamic shall have authorized Fifty Thousand (50,000) Dynamic Shares, of which 10,000 Dynamic Shares will be issued and outstanding. The Dynamic Shares are the sole outstanding shares of capital stock of Dynamic, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of Dynamic.

Section 3.3              Subsidiaries and Equity Investments; Assets. As of the date hereof and on the Closing Date, except for Tianjian Junhe Enterprise Management Consulting Co., Ltd, a PRC wholly-foreign owned entity, Dynamic does not and will not directly or indirectly, own any shares of capital stock or any other equity interest in any entity or any right to acquire any shares or other equity interest in any entity and Dynamic does not and will not have any assets or liabilities.

Section 3.4              Authorization and Validity of Agreements. Dynamic has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Dynamic and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Dynamic are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Crystal has approved this Agreement and no other stockholder approvals are required to consummate the transactions contemplated hereby.

 

Section 3.5              No Conflict or Violation. The execution, delivery and performance of this Agreement by Dynamic and Crystal do not and will not violate or conflict with any provision of the constituent documents of Dynamic, and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Dynamic or Crystal is a party or by which it/her is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Dynamic or Crystal, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Dynamic or Crystal is bound.

 

Section 3.6              Investment Representations. (a) The G2 Shares will be acquired hereunder solely for the account of Crystal, for investment, and not with a view to the resale or distribution thereof. Crystal understands and is able to bear any economic risks associated with its investment in the G2 Shares. G2 has had full access to all the information  G2 considers necessary or appropriate to make an informed investment decision with respect to the G2 Shares to be acquired under this Agreement. Crystal further has had an opportunity to ask questions and receive answers from G2’s directors regarding G2 and to obtain additional information (to the extent G2’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Crystal or to which Crystal had access.  Crystal (as such term is hereinafter defined) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act).

(b) No offer to enter into this Agreement has been made by G2 to Crystal in the United States. At the times of the offer and execution of this Agreement, Crystal was domiciled outside the United States.Crystal, nor any affiliate of Crystal, nor any person acting on behalf of Crystal or on behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the G2 Shares, including, but not limited to, effecting any sale or short sale of securities through Crystal or any affiliate of  Crystal prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of Crystal, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the G2 Shares are being acquired for investment purposes by Crystal. Crystal agrees that all offers and sales of the G2 Shares from the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither Crystal nor the representatives of  Crystal have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and Crystal will not engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.

 

Section 3.7              Brokers’ Fees.  Neither Dynamic nor Crystal has any liability to pay any fees or commissions or other consideration to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

Section 3.8              Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of  Dynamic or Crystal in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 3.8              Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by Dynamic and Crystal at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

 

Section 4.1              Certain Changes and Conduct of Business.

a.            From and after the date of this Agreement and until the Closing Date, G2 shall conduct its business solely in the ordinary course consistent with past practices and, in a manner consistent with all representations, warranties or covenants of G2, and without the prior written consent of  Crystal will not, except as required or permitted pursuant to the terms hereof:

 

 

 

 

Section 4.2              Access to Properties and Records. Dynamic shall afford  G2’s accountants, counsel and authorized representatives, and G2 shall afford to Dynamic’s accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such parties’ properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party's business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of or the conditions to the obligations of any party.

 

Section 4.3              Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with, or provide any information to, any person, firm, or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware of.

Section 4.4              Consents and Approvals. The parties shall:

 

 

Section 4.5             Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 4.6              Stock Issuance. From and after the date of this Agreement until the Closing Date, neither G2 nor Dynamic shall issue any additional shares of its capital stock.

Section 4.7              Notwithstanding anything to the contrary contained herein, it is herewith understood and agreed that both G2 and Dynamic may enter into and conclude agreements and/or financing transactions as same relate to and/or are contemplated by any separate written agreements either: (a) annexed hereto as exhibits; or (b) entered into by G2 with Dynamic executed by both parties subsequent to the date hereof. These Agreements shall become, immediately upon execution, part of this Agreement and subject to all warranties, representations and conditions contained herein.

 

 

The obligations of Dynamic and Crystal to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by both Dynamic and Crystal in their sole discretion:

Section 5.1              Representations and Warranties of G2. All representations and warranties made by G2 in this Agreement shall be true and correct on and as of the Closing Date as if again made by G2 as of such date.

Section 5.2              Agreements and Covenants. G2 shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 5.3              Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4              No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of  G2 shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5              Other Closing Documents. Dynamic and Crystal shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of  G2 or in furtherance of the transactions contemplated by this Agreement as Dynamic, Crystal or its counsels may reasonably request.

 

 

The obligations of  G2 to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by G2 in its sole discretion:

Section 6.1              Representations and Warranties of Dynamic. All representations and warranties made by Dynamic in this Agreement shall be true and correct on and as of the Closing Date as if again made by Dynamic on and as of such date.

Section 6.2              Agreements and Covenants. Dynamic shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 6.3              Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4              No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Dynamic, taken as a whole, shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

 

Section 6.5.             Other Closing Documents. G2 shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of  Dynamic or in furtherance of the transactions contemplated by this Agreement as G2 or its counsel may reasonably request.

 

 

SECTION 7.1         Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:

a.            By the mutual written consent of Crystal, G2 and Dynamic;

b.            By G2, upon a material breach of any representation, warranty, covenant or agreement on the part of Crystal or Dynamic set forth in this Agreement, or if any representation or warranty of  Dynamic or Crystal shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (an "Dynamic Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;

c.            By Dynamic, upon a material breach of any representation, warranty, covenant or agreement on the part of G2 set forth in this Agreement, or, if any representation or warranty of  G2 shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "G2  Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach;

d.            By either G2 or Dynamic, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either G2 or Dynamic, if the Closing shall not have been consummated as a result of G2 or Dynamic having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date.

e.            By either Dynamic or G2 if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

 

Section 7.2             Procedure Upon Termination. In the event of termination and abandonment of this Agreement by G2 or Dynamic pursuant to Section 7.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

 

Section 8.1             Consistency in Reporting. Each party hereto agrees that if the characterization of any transaction contemplated in this agreement or any ancillary or collateral transaction is challenged, each party hereto will testify, affirm and ratify that the characterization contemplated in such agreement was the characterization intended by the party; provided, however, that nothing herein shall be construed as giving rise to any obligation if the reporting position is determined to be incorrect by final decision of a court of competent jurisdiction.

 

 

Section 9.1             Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement, subject to Sections 2.9, 3.8 and 8.2. In the event of a breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date.

Section 9.2             Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.

 

Section 9.3             Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

Section 9.4             Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

Section 9.5             Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses:

If to Dynamic or Crystal, to:

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

If to G2, to:

G2 Ventures, Inc.

16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road

Nankai District, Tianjin, PRC 300100

or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 9.5 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 9.5

 

Section 9.6             Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 9.7             Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.8             Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.9             Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

Section 9.10          Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.5.

Section 9.11          Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

 

Section 9.12          Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.

Section 9.13          Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto.. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.