SHARE EXCHANGE AGREEMENT by and among Tongji Healthcare Group, Inc.; Digital Influence Inc.; The Shareholders of Digital Influence Inc.; And Christian Young as the Shareholders’ Representative.

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

by and among

Tongji Healthcare Group, Inc.;

Digital Influence Inc.;

The Shareholders of Digital Influence Inc.;

And

Xxxxxxxxx Xxxxx as the Shareholders’ Representative.

TABLE OF CONTENTS

	PAGE
ARTICLE I. DEFINITIONS	1
Section 1.01 Definitions.	1
Section 1.02 Interpretive Provisions.	6
ARTICLE II. SHARE EXCHANGE	7
Section 2.01 The Exchange.	7
Section 2.02 Closing.	7
Section 2.03 Payment.	7
Section 2.04 Definitions and Additional Provisions.	7
Section 2.05 Magiclytics Deliverables at the Closing.	8
Section 2.06 Company Deliverables at the Closing.	9
Section 2.07 Additional Documents.	9
ARTICLE III. CALL OPTION	10
Section 3.01 Call Right.	10
Section 3.02 Closing.	10
Section 3.03 Payment.	10
Section 3.04 Magiclytics Deliverables at each Call Closing.	10
Section 3.05 Company Deliverables at each Call Closing.	11
Section 3.06 Actions at the Final Call Closing.	11
Section 3.07 Additional Documents.	12
Section 3.08 Legal Prohibition.	12
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE MAGICLYTICS PARTIES	12
Section 4.01 Corporate Existence and Power.	12
Section 4.02 Due Authorization.	13
Section 4.03 Valid Obligation	13
Section 4.04 Governmental Authorization.	13
Section 4.05 Authorized Shares and Capital.	13
Section 4.06 Validity of Shares.	13
Section 4.07 Title to and Issuance of the Magiclytics Shares.	14
Section 4.08 No Subsidiaries	14
Section 4.09 Absence of Certain Changes or Events	14
Section 4.10 Compliance With Laws and Regulations	14
Section 4.11 No Conflict With Other Instruments	14
Section 4.12 Taxes.	15
Section 4.13 Investment Representations	15
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY	17
Section 5.01 Corporate Existence and Power	17
Section 5.02 Due Authorization.	17
Section 5.03 Valid Obligation	17
Section 5.04 Governmental Authorization.	17
Section 5.05 Authorized Shares	17
Section 5.06 Information	18
Section 5.07 Absence of Certain Changes or Events	18

i

Section 5.08 Litigation and Proceedings	18
Section 5.09 No Conflict With Other Instruments	18
Section 5.10 Compliance With Laws and Regulations	18
Section 5.11 Approval of Agreement	18
ARTICLE VI. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES	18
Section 6.01 Conditions to the Obligations of the Company.	18
Section 6.02 No Conditions to the Obligations of the Magiclytics Parties.	20
Section 6.03 One Closing Option.	20
Section 6.04 Delivery of Books and Records	20
Section 6.05 Third Party Consents and Certificates.	20
Section 6.06 Actions Prior to the Final Closing Time.	20
Section 6.07 Notices of Certain Events.	21
Section 6.08 Due Diligence Review and Reports.	21
Section 6.09 Limitation on Business Activities.	21
Section 6.10 No-Shop.	22
Section 6.11 Additional Magiclytics Covenants.	23
Section 6.12 Lock-Up.	23
Section 6.13 Right of First Refusal.	24
Section 6.14 Conveyance Taxes.	25
Section 6.15 Assistance.	25
Section 6.16 Funding to Magiclytics.	25
ARTICLE VII. REGISTRATION RIGHTS	27
Section 7.01 General.	27
Section 7.02 Limitations.	27
Section 7.03 Withdrawal.	28
Section 7.04 Notification; Blackout Period.	28
Section 7.05 Information.	29
Section 7.06 Fees and Expenses.	29
Section 7.07 Indemnification.	30
ARTICLE VIII. TERMINATION	31
Section 8.01 Termination	31
Section 8.02 Survival After Termination.	32
ARTICLE IX. INDEMNIFICATION	32
Section 9.01 Indemnification of Company.	32
Section 9.02 Indemnification of the Magiclytics Parties.	33
Section 9.03 Procedure.	33
Section 9.04 Periodic Payments.	35
Section 9.05 Insurance.	35
Section 9.06 Time Limit.	35
Section 9.07 Certain Limitations.	35
Section 9.08 Effect of Investigation.	36
Section 9.09 Exclusive Remedy.	36
ARTICLE X. MISCELLANEOUS	36
Section 10.01 Arbitration.	36
Section 10.02 Governing Law	37

ii

Section 10.03 Waiver of Jury Trial.	37
Section 10.04 Limitation on Damages.	38
Section 10.05 Brokers	38
Section 10.06 Notices	38
Section 10.07 Attorneys’ Fees	39
Section 10.08 Confidentiality	39
Section 10.09 Public Announcements and Filings	39
Section 10.10 Third Party Beneficiaries	40
Section 10.11 Expenses	40
Section 10.12 Entire Agreement	40
Section 10.13 Survival	40
Section 10.14 Amendment; Waiver	40
Section 10.15 Magiclytics Shareholders’ Representative.	41
Section 10.16 Arm’s Length Bargaining; No Presumption Against Drafter.	41
Section 10.17 Headings.	42
Section 10.18 No Assignment or Delegation.	42
Section 10.19 Commercially Reasonable Efforts	42
Section 10.20 Further Assurances.	42
Section 10.21 Specific Performance.	42
Section 10.22 Counsel.	42
Section 10.23 Counterparts	43

Exhibit A Magiclytics Shareholders’ Magiclytics Shares; Closing Magiclytics Shares, Call Magiclytics Shares and Transferrable Shares

iii

SHARE EXCHANGE AGREEMENT

Dated as of December 3, 2020

This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Tongji Healthcare Group, Inc. a Nevada corporation (the “Company”); (ii) Digital Influence Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), (iii) each of the shareholders of Magiclytics as set forth on the signature pages hereto (the “Magiclytics Shareholders”) and (iv) Xxxxxxxxx Xxxxx as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”). Each of Magiclytics and the Magiclytics Shareholders may be referred to collectively herein as the “Magiclytics Parties” and separately as an “Magiclytics Party.” Each of the Company, each Magiclytics Party and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.” The Parties acknowledge and agree that the Company is in the process of changing its name to “Clubhouse Media Group, Inc.” and, following the date that such name change becomes effective, any reference herein to Tongji Healthcare Group, Inc. shall be deemed a reference to Tongji Healthcare Group, Inc. operating under such new name, and any reference herein to the “Company” shall me a reference to the Company operating under such new name.

WHEREAS, the Company agrees to acquire from the Magiclytics Shareholders certain shares of common stock of Magiclytics held by the Magiclytics Shareholders in exchange for the issuance by the Company to Magiclytics Shareholders of shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”);

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. The following terms, as used herein, have the following meanings

(a) “Accredited Investor” has the meaning set forth in Section 4.13(b).

(b) “Acquisition Inquiry” means an inquiry, indication of interest, proposal or request for nonpublic information that could reasonably be expected to lead to an Acquisition Transaction.

(c) “Acquisition Transaction” means any transaction or series of related transactions with a Person or “group” (as defined in the Exchange Act) concerning any (i) merger, consolidation, business combination, share exchange, joint venture or similar transaction involving Magiclytics or any of the Magiclytics Shareholders pursuant to which such Person or “group” would own 5% or more of the consolidated assets, revenues or net income of Magiclytics, (ii) sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of Magiclytics representing 5% or more of the consolidated assets, revenues or net income of Magiclytics, (iii) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of any Equity Securities of Magiclytics, including the Magiclytics Shares, (iv) transaction or series of transactions in which any Person or “group” would acquire beneficial ownership or the right to acquire beneficial ownership of any Equity Securities of Magiclytics, (v) action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.

1

(d) “Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

(e) “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

(f) “Agreement” has the meaning set forth in the introductory paragraph hereto.

(g) “Arbitrator” has the meaning set forth in Section 10.01(a).

(h) “Articles” means the Articles of Incorporation of the Company as in effect from time to time.

(i) “Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

(j) “Blackout Period” has the meaning set forth in Section 7.04(iii).

(k) “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Nevada are authorized or required by law or executive order to close.

(l) “Call Closing Date” has the meaning set forth in Section 3.02.

(m) “Call Closing” has the meaning set forth in Section 3.02.

(n) “Call Magiclytics Shares” has the meaning set forth in Section 3.01(b).

(o) “Call Notice” has the meaning set forth in Section 3.01(c).

(p) “Call Payment Shares” has the meaning set forth in Section 3.03.

(q) “Call Period” has the meaning set forth in Section 3.01(a).

(r) “Cap” has the meaning set forth in Section 9.07(a).

(s) “Closing Date” has the meaning set forth in Section 2.02.

(t) “Closing Magiclytics Shares” have the meaning set forth in Section 2.02.

(u) “Closing” has the meaning set forth in Section 2.02.

(v) “Code” means the Internal Revenue Code of 1986, as amended.

2

(w) “Company Common Stock” has the meaning set forth in the recitals hereto.

(x) “Company Indemnified Party” has the meaning set forth in Section 9.01.

(y) “Company Organizational Documents” has the meaning set forth in Section 5.01.

(z) “Company Shares” has the meaning set forth in the introductory paragraph to Article IV.

(aa) “Company” has the meaning set forth in the introductory paragraph hereto.

(bb) “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(cc) “Counsel” has the meaning set forth in Section 10.22.

(dd) “Direct Claim” has the meaning set forth in Section 9.03(c).

(ee) “Effective Date” has the meaning set forth in the introductory paragraph hereto.

(ff) “Equity Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into or exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise acquire any security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning of the Exchange Act.

(gg) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(hh) “Exchange Shares” has the meaning set forth in Section 2.03.

(ii) “Exchange” has the meaning set forth in Section 2.01(c).

(jj) “Final Closing Time” has the meaning set forth in Section 3.06.

(kk) “Funding” has the meaning set forth in Section 6.16(a).

(ll) “Funding Date” has the meaning set forth in Section 6.16(c).

3

(mm) “Form 8-K” has the meaning set forth in Section 10.09.

(nn) “Indemnified Party” has the meaning set forth Section 9.03.

(oo) “Indemnifying Party” has the meaning set forth Section 9.03.

(pp) “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

(qq) “Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

(rr) “Lock-Up Shares” has the meaning set forth in Section 6.12.

(ss) “Losses” and “Loss” has the meaning set forth in Section 9.01.

(tt) “Magiclytics Board” have the meaning set forth in Section 2.05(b)(i).

(uu) “Magiclytics Indemnified Party” has the meaning set forth in Section 9.02.

(vv) “Magiclytics Organizational Documents” has the meaning set forth in Section 4.01.

(ww) “Magiclytics Party” and “Magiclytics Parties” have the meanings set forth in the introductory paragraph hereto.

(xx) “Magiclytics Shareholder Indemnified Party” has the meaning set forth in Section 7.07(a).

(yy) “Magiclytics Shareholders” has the meaning set forth in the introductory paragraph hereto.

(zz) “Magiclytics Shares” has the meaning set forth in Section 2.01(a).

(aaa) “Magiclytics” has the meaning set forth in the introductory paragraph hereto.

(bbb) “Material Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary course of business.

(ccc) “Offer Price” has the meaning set forth in Section 6.13(c).

(ddd) “Offering Notice” has the meaning set forth in Section 6.13(c).

(eee) “Offering Shareholder” has the meaning set forth in Section 6.13(c).

(fff) “Order” means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order or consent of or by an Authority.

(ggg) “Party” and “Parties” have the meanings set forth in the introductory paragraph hereto.

4

(hhh) “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(iii) “Piggyback Registration” has the meaning set forth in Section 7.01.

(jjj) “Registration Indemnified Party” has the meaning set forth in Section 7.07(b).

(kkk) “Registration Indemnifying Party” has the meaning set forth in Section 7.07(c).

(lll) “Registration Statement” has the meaning set forth in Section 7.01.

(mmm) “Regulation S” has the meaning set forth in Section 4.13(f).

(nnn) “Right of First Refusal” has the meaning set forth in Section 6.13(d).

(ooo) “Rule 144” has the meaning set forth in Section 4.13(f).

(ppp) “SEC” means the United States Securities and Exchange Commission.

(qqq) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(rrr) “Shareholders’ Representative” has the meaning set forth in the introductory paragraph hereto.

(sss) “Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

(ttt) “Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

(uuu) “Termination Date” means April 5, 2021, provided that the Parties may amend such Termination Date pursuant to Section 10.14(a).

(vvv) “Third-Party Claim” has the meaning set forth in Section 9.03(a).

(www) “Transaction Documents” means this Agreement and any other document entered into in connection with the transactions contemplated herein.

5

(xxx) “Transactions” means the transactions contemplated by the Transaction Documents.

(yyy) “Transfer Closing Date” has the meaning set forth in Section 6.13(c).

(zzz) “Transfer” has the meaning set forth in Section 6.13(f).

(aaaa) “Transferrable Shares” has the meaning set forth in Section 6.13(a).

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

(a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c) the terms “Dollars” and “$” mean United States Dollars;

(d) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement;

(e) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f) references herein to any gender shall include each other gender;

(g) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.03(g) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(i) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(j) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(k) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

(l) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

6

Article II. SHARE EXCHANGE

Section 2.01 The Exchange.

(a) On the terms and subject to the conditions set forth in this Agreement, the Magiclytics Shareholders, who hold an aggregate of 5,000 shares of Magiclytics’ common stock, par value $0.01 per share, (the “Magiclytics Shares”) representing 100% of Magiclytics’ issued and outstanding capital stock, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, a number of the Magiclytics Shares held by them, as set forth herein. The number of Magiclytics Shares held by each of the Magiclytics Shareholders as of the Effective Date is as set forth in on Exhibit A attached hereto, in the column entitled “Magiclytics Shares Owned”.

(b) Subject to the provisions of Section 6.01, the acquisitions of Magiclytics Shares as set forth herein shall be completed at one initial closing as set forth in Section 2.02 and the remainder of this Article II and thereafter at additional closings as may be determined by the Company pursuant to the provisions of Article III.

(c) The exchange as set forth in this Article II, subject to the other terms and conditions herein, is referred to collectively herein as the “Exchange.”

Section 2.02 Closing. On the first Business Day following the date on which the conditions to the Closing as set forth in Section 6.01 have been satisfied or waived by the Company, or such other date as the Parties may agree, each in their sole discretion (as applicable, the “Closing Date”) the Company shall acquire from each Magiclytics Shareholder the number of Magiclytics Shares owned by each such Magiclytics Shareholder as set forth on Exhibit A in the column entitled “Closing Magiclytics Shares” with respect to each such Magiclytics Shareholder (the “Closing Magiclytics Shares”) in accordance with the provisions herein (the “Closing”). At the Closing the Magiclytics Shareholders shall, on transfer of their respective Closing Magiclytics Shares to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion of the total Exchange Shares (as defined below).

Section 2.03 Payment. In exchange for each Closing Magiclytics Share, the Company shall issue to the applicable Magiclytics Shareholder a number of shares of Company Common Stock equal to (i) $1,400, divided by (ii) the Share Price (as defined below) as of the Closing Date, with any fractional shares of Company Common Stock issuable being rounded to the nearest whole share. The shares of Company Common Stock to be issued to the Magiclytics Shareholders at the Closing are referred to as the “Exchange Shares”.

Section 2.04 Definitions and Additional Provisions.

(a) For purposes herein, the term “Share Price” shall mean for any date, the price determined by the first of the following clauses that applies:

(i) If the Company Common Stock is then listed for trading on the OTC Markets or a United States or Canadian national securities exchange (as applicable, the “Trading Market”), then the volume-weighted average (rounded to the nearest $0.0001) of the closing price of Common Stock on such Trading Market during the 20 Trading Day period immediately prior to the applicable measurement date, as reported by such Trading Market or other reputable source;

7

(ii) if the Company Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Company Common Stock so reported; and

(iii) if the Share Price cannot be calculated for such security on such date on bases as set forth in Section 2.04(a)(i) or Section 2.04(a)(ii), the Share Price of such security on such date shall be the fair market value of such security as mutually determined in good faith by the Board of Directors of the Company and the Shareholders’ Representative after taking into consideration factors they may each deem appropriate, and provided that if the Company and the Shareholders’ Representative cannot so agree then such dispute shall be settled in accordance with the provisions for resolutions of disputes as set forth in the Agreement.

(b) All such determinations of the Share Price as set forth in Section 2.04(a)(i) or Section 2.04(a)(ii) shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(c) For purposes herein, “Trading Day” means any day on which the Company Common Stock (or any replacement security pursuant to Section 2.04(d)) is traded on the Trading Market or is otherwise reported on “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting prices.

(d) If, at any time prior to the determination of the Share Price, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Company Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other than in connection with a plan of complete liquidation of the Company, then the Magiclytics Shareholders shall thereafter have the right to receive at the Closing, if later, or any later Call Closing (as defined below), upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Company Common Stock, such replacement stock, securities or assets, with equitable adjustments being made thereto with respect to the Share Price, as determined by the Company and the Shareholders’ Representative, and in the event that the shares of Company Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity any references herein to the Company Common Stock, whether standing alone or as a part of another defined term, shall be deemed a reference to such replacement stock or securities.

Section 2.05 Magiclytics Deliverables at the Closing. At the Closing, Magiclytics or the Magiclytics Shareholders, as applicable, shall deliver to the Company:

(a) Stock powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to the Company as required for the ownership of the Magiclytics Shares to be transferred to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, with all necessary transfer Tax and other revenue stamps, acquired at each Magiclytics Shareholder’s expense, affixed; and

8

(b) A certificate of the Secretary of Magiclytics and the Shareholders Representative on behalf of the Magiclytics Shareholders, dated as of the Closing Date, and:

(i) attaching and certifying (i) copies of the resolutions of the Board of Directors of Magiclytics (the “Magiclytics Board”) authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein; and (ii) the Magiclytics Organizational Documents;

(ii) certifying that the conditions set forth in Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i) and Section 6.01(l) have been satisfied and that the statements therein are true and correct; and

(iii) attaching a certificate of status issued by the Wyoming Secretary of State for Magiclytics, dated as of a date within 5 days of the Closing Date.

Section 2.06 Company Deliverables at the Closing. At the Closing, the Company shall deliver:

(a) To the Shareholders’ Representative for further distribution to the Magiclytics Shareholders, the Exchange Shares in accordance with Section 2.03;

(b) If such Magiclytics Shareholder has actually delivered a certificate for such Magiclytics Shares to the Company pursuant to Section 2.05(a), then to the Shareholders’ Representative for further distribution to the applicable Magiclytics Shareholders, a certificate evidencing the remaining shares of Magiclytics Shares to be held by such Magiclytics Shareholders following the Closing; and

(c) a certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.

Section 2.07 Additional Documents. At the Closing, the Company, Magiclytics, the Shareholders’ Representative and the Magiclytics Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

9

Article III. CALL OPTION

Section 3.01 Call Right.

(a) Provided that the Closing occurs, for a period from the Closing Date until December 31, 2021 (the “Call Period”), the Company shall have the rights as set forth in this Article III, subject to the remaining provisions of this Agreement.

(b) Subject to the provisions of Section 6.01, at any time during the Call Period, the Company shall have the right to require the Magiclytics Shareholders to sell to the Company, and each Magiclytics Shareholder agrees to sell to the Company, at one or more times as determined by the Company and subject to the terms and conditions herein, up to the number of the Magiclytics Shares held by each of the Magiclytics Shareholders as set forth on Exhibit A in the column entitled “Call Magiclytics Shares” with respect to each such Magiclytics Shareholder (the “Call Magiclytics Shares”).

(c) The Company shall exercise its rights pursuant to this Article III by delivering to the Magiclytics Shareholders a notice (the “Call Notice”) which shall set forth the number of Call Magiclytics Shares which the Company desires to buy from the Magiclytics Shareholders pursuant to this Article III at such time, which shall be apportioned pro-rata between the Magiclytics Shareholders, and the total purchase price thereof, calculated as set forth herein. The Company may exercise its rights pursuant to this Article III at one or more times at any time during the Call Period.

(d) The delivery of a Call Notice by the Company shall irrevocably commit the Company to purchase, and the Magiclytics Shareholders to sell, the Call Magiclytics Shares referenced in the Call Notice at the applicable Call Closing (as defined below), subject to the satisfaction of the conditions precedent set forth in Section 6.01.

Section 3.02 Closing. Subject to the prior satisfaction or waiver by the Company of the conditions as set forth in Section 6.01, the closing of any acquisition of Call Magiclytics Shares pursuant to this Article III (each, a “Call Closing”) shall occur on the date as set forth in the applicable Call Notice, which date shall be between two (2) and five (5) Business Days from the date of delivery of the applicable Call Notice (each, a “Call Closing Date”). At the applicable Call Closing the Magiclytics Shareholders shall, on transfer of their respective Call Magiclytics Shares to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion of the total Call Payment Shares (as defined below).

Section 3.03 Payment. In exchange for each Call Magiclytics Share, the Company shall issue to the applicable Magiclytics Shareholder a number of shares of Company Common Stock equal to (i) $1,400, divided by (ii) the Share Price as of the applicable Call Closing Date, with any fractional shares of Company Common Stock issuable being rounded to the nearest whole share. The shares of Company Common Stock to be issued to the Magiclytics Shareholders at a Call Closing are referred to as the “Call Payment Shares”.

Section 3.04 Magiclytics Deliverables at each Call Closing. At each Call Closing, Magiclytics or the Magiclytics Shareholders, as applicable, shall deliver to the Company:

(a) Stock powers or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to the Company as required for the ownership of the Call Magiclytics Shares to be transferred to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, with all necessary transfer Tax and other revenue stamps, acquired at each Magiclytics Shareholder’s expense, affixed; and

(b) A certificate of the Secretary of Magiclytics and the Shareholders Representative on behalf of the Magiclytics Shareholders, dated as of the applicable Call Closing Date, and:

10

(i) certifying that the conditions set forth in Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i) and Section 6.01(l) have been satisfied and that the statements therein are true and correct as of the applicable Call Closing Date;

(ii) attaching a certificate of status issued by the Wyoming Secretary of State for Magiclytics, dated as of a date within 5 days of the applicable Call Closing Date; and

(iii) if such Call Closing is one which causes the Final Closing Time (as defined below) to occur, attaching executed copies of the consent of the Magiclytics Board evidencing the completion of the actions as set forth in Section 3.06(a) and Section 3.06(b).

Section 3.05 Company Deliverables at each Call Closing. At each Call Closing, the Company shall deliver:

(a) To the Shareholders’ Representative for further distribution to the Magiclytics Shareholders, the Call Payment Shares for the applicable Call Closing in accordance with Section 3.03;

(b) If such Magiclytics Shareholder has actually delivered a certificate for such Magiclytics Shares to the Company pursuant to Section 3.04(a), then to the Shareholders’ Representative for further distribution to the applicable Magiclytics Shareholders, a certificate evidencing the remaining shares of Magiclytics Shares to be held by such Magiclytics Shareholders following the applicable Call Closing; and

(c) A certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the applicable Call Closing Date.

Section 3.06 Actions at the Final Call Closing. In addition to the other provisions herein, at the Call Closing at which the Company acquires Call Magiclytics Shares sufficient such that the Company owns a majority of the issued and outstanding Magiclytics Shares (such time, the “Final Closing Time”), the Parties shall undertake the following actions:

(a) The directors of Magiclytics shall undertake such actions as required to expand the size of the Magiclytics Board to a number of persons as required such that the persons selected by the Company may be named to the Magiclytics Board and constitute a majority of the Magiclytics Board thereafter, and to name such persons as selected by the Company as directors on the Magiclytics Board.

(b) The Magiclytics Board shall undertake such actions as required to name Xxxxxxxxx Xxxxx as the Chief Executive Officer of Magiclytics, Xxxxxxx Man as the President and Secretary of the Magiclytics and Xxxxx Xx as the Chief Operating Officer of Magiclytics, and to remove any other officers of the Company.

(c) Immediately following the Final Closing Time, unless otherwise agreed in writing by the Company, all other officers of Magiclytics other than those named in Section 3.06(b) shall immediately resign from all positions that such officers hold as an officer of Magiclytics, and all directors of Magiclytics other than those selected by the Company pursuant to Section 3.06(a) shall resign as directors of Magiclytics.

11

(d) Immediately following the Final Closing Time, the Company shall be responsible for all outstanding accounts payables and operating costs to continue operations of Magiclytics including but not limited to payment to any of its vendors, lenders, or other parties in which Magiclytics engages with in the regular course of its business.

Section 3.07 Additional Documents. At each Call Closing, the Company, Magiclytics, the Shareholders’ Representative and the Magiclytics Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the applicable Call Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

Section 3.08 Legal Prohibition. In the event that there exists any legal prohibition as to the completion of any Call Closing, the obligation of the Parties to complete such Call Closing shall be suspended for the period of such prohibition, provided, however, that the Company, Magiclytics and the Magiclytics Shareholders shall use their commercially reasonable efforts to cause such legal prohibition to be lifted such that the Call Closing, as applicable, may be completed. Notwithstanding the forgoing, (a) the Company shall not be obligated to exert any efforts to lift a legal prohibition that is caused by the action or inaction of Magiclytics or any Magiclytics Shareholder, (b) neither Magiclytics nor any Magiclytics Shareholder shall be obligated to exert any efforts to lift a legal prohibition that is caused by the action or inaction of the Company; and (c) none of the Company, Magiclytics or any Magiclytics Shareholder shall be obligated to exert any efforts to lift a legal prohibition that applies to all Persons generally and is not directed towards the Company, Magiclytics or any Magiclytics Shareholder.

Article IV. REPRESENTATIONS AND WARRANTIES OF THE MAGICLYTICS PARTIES

As an inducement to, and to obtain the reliance of the Company, the Magiclytics Parties, jointly and severally (other than with respect to the representations and warranties as set forth in Section 4.07 and Section 4.13 which are given by each Magiclytics Shareholder individually, severally and not jointly and severally, and solely with respect to the Magiclytics Shares held by such Magiclytics Shareholder and with to the Exchange Shares and the Call Payment Shares (collectively, the “Company Shares”) to be received by such Magiclytics Shareholder, as applicable) represent and warrant to the Company, as of the Effective Date and as of the Closing Date and as of each Call Closing Date except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows, and provided that the representations and warranties as set forth in Section 4.05(a) and Section 4.05(b) shall be deemed automatically updated following the Closing and any Call Closing to reflect the acquisition by the Company of the applicable Magiclytics Shares:

Section 4.01 Corporate Existence and Power. Magiclytics is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Wyoming, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Magiclytics has delivered to the Company complete and correct copies of the organizational documents and the corporate minute books of Magiclytics as in effect on the Effective Date (the “Magiclytics Organizational Documents”). Magiclytics has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

12

Section 4.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Magiclytics Organizational Documents. Magiclytics has taken all actions required by Law, the Magiclytics Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 4.03 Valid Obligation. This Agreement and all agreements and other documents executed by Magiclytics and the Magiclytics Shareholders in connection herewith constitute the valid and binding obligations of Magiclytics and the Magiclytics Shareholders, as applicable, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 4.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by any Magiclytics Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 4.05 Authorized Shares and Capital.

(a) The authorized capital stock of Magiclytics consists of (i) 5,000 shares of common stock, par value $0.01 per share, of which 5,000 shares are issued and outstanding and (ii) no shares of preferred stock. All of the issued and outstanding Magiclytics Shares are held, collectively, by the Magiclytics Shareholders.

(b) The Magiclytics Shareholders’ ownership of Magiclytics Shares is as set forth on Exhibit A attached hereto, which Exhibit A is true, correct and complete in all respects.

(c) Magiclytics has no outstanding options, rights or commitments to issue shares of Magiclytics Shares or any other equity security of Magiclytics, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Magiclytics Shares or any other equity security of Magiclytics.

(d) There is no voting trust, agreement or arrangement among any of the beneficial holders of Magiclytics Shares affecting the nomination or election of directors or the exercise of the voting rights of Magiclytics Shares.

(e) The offer, issuance and sale of such shares of Magiclytics Shares were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of Magiclytics Shares are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.

Section 4.06 Validity of Shares. The shares of Magiclytics Shares to be delivered at the Closing and at each Call Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens.

13

Section 4.07 Title to and Issuance of the Magiclytics Shares. Each of the Magiclytics Shareholders is, and on the Closing Date and any applicable Call Closing Date will be, the record and beneficial owner and holder of the Magiclytics Shares to be delivered at the Closing or the Call Closing, as applicable, free and clear of all Liens. Each of the Magiclytics Shareholders is, and on the Closing Date or any Call Closing Date, as applicable, will be, the record and beneficial owner and holder of the Magiclytics Shares to be delivered at the Closing or the Call Closing, as applicable, free and clear of all Liens. None of the Magiclytics Shares is subject to pre-emptive or similar rights, either pursuant to any Magiclytics Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any Magiclytics Shares or other interests in the Company from the Magiclytics Shareholders.

Section 4.08 No Subsidiaries. Magiclytics does not have any subsidiaries, and does not own, beneficially or of record, any equity interests of any other Person.

Section 4.09 Absence of Certain Changes or Events. Since the Effective Date:

(a) There has not been any Material Adverse Change in the business, operations, properties, assets, or condition (financial or otherwise) of Magiclytics;

(b) Magiclytics has not (i) amended the Magiclytics Organizational Documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

(c) Magiclytics has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement

Section 4.10 Compliance With Laws and Regulations. Magiclytics has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Magiclytics or except to the extent that noncompliance would not result in the occurrence of any material liability for Magiclytics.

14

Section 4.11 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Magiclytics is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect on Magiclytics.

Section 4.12 Taxes. Magiclytics has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and Magiclytics has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

Section 4.13 Investment Representations. For purposes of this Section 4.13, any reference to the “Company Shares” shall be deemed solely to be a reference to the portion of the Company Shares being delivered to such applicable Magiclytics Shareholder.

(a) Investment Purpose. Such Magiclytics Shareholder understands and agrees that the consummation of this Agreement including the delivery of the Company Shares to such Magiclytics Shareholder in exchange for the Magiclytics Shares held by such Magiclytics Shareholder as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Company Shares being acquired by such Magiclytics Shareholder are being acquired by such Magiclytics Shareholder for such Magiclytics Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b) Investor Status. Such Magiclytics Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Such Magiclytics Shareholder has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that such Magiclytics Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

(c) Reliance on Exemptions. Such Magiclytics Shareholder understands that the Company Shares are being offered and sold to such Magiclytics Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and such Magiclytics Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Magiclytics Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of such Magiclytics Shareholder to acquire the Company Shares.

(d) Information. Such Magiclytics Shareholder and his advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Company Shares which have been requested by such Magiclytics Shareholder or his advisors. Such Magiclytics Shareholder and his advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Magiclytics Shareholder understands that his investment in the Company Shares involves a significant degree of risk. Such Magiclytics Shareholder is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

15

(e) Governmental Review. Such Magiclytics Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Company Shares.

(f) Transfer or Resale. Such Magiclytics Shareholder understands that (i) the sale or re-sale of the Company Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Company Shares may not be transferred unless (a) the Company Shares are sold pursuant to an effective registration statement under the Securities Act, (b) such Magiclytics Shareholder shall have delivered to the Company, at the cost of such Magiclytics Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Company Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Company Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of such Magiclytics Shareholder who agree to sell or otherwise transfer the Company Shares only in accordance with this Section 4.13 and who is an Accredited Investor, (d) the Company Shares are sold pursuant to Rule 144, or (e) the Company Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Magiclytics Shareholder shall have delivered to the Company, at the cost of such Magiclytics Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Company Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Company Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than as set forth in Article VII, neither the Company nor any other person is under any obligation to register such Company Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Company Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

(g) Legends. Such Magiclytics Shareholder understands that the Company Shares, until such time as the Company Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Company Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Company Shares.

(h) Removal. The legend(s) referenced in Section 4.13(g) shall be removed and the Company shall issue a certificate without such legend to the holder of any Company Shares upon which it is stamped, if, unless otherwise required by applicable state securities Laws, (a) the Company Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Company Shares may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Such Magiclytics Shareholder agrees to sell all Company Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

16

Article V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of Magiclytics and the Magiclytics Shareholders, the Company represents and warrants to Magiclytics and the Magiclytics Shareholders, as of the Effective Date and as of the Closing Date and as of any Call Closing Date except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows:

Section 5.01 Corporate Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The Company has delivered to the Shareholders’ Representative complete and correct copies of the articles of incorporation and bylaws of the Company as in effect on the Effective Date (the “Company Organizational Documents”). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company Organizational Documents. The Company has taken all action required by Law, the Company Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein contemplated.

Section 5.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company Organizational Documents. The Company has taken all actions required by Law, the Company Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 5.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligations of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 5.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Company requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 5.05 Authorized Shares. As of the Effective Date, the authorized capital stock of the Company consists of (i) 500,000,000 shares of common stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

17

Section 5.06 Information. The information concerning the Company set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 5.07 Absence of Certain Changes or Events. Since the Effective Date there has not been any Material Adverse Change in the business, operations, properties, assets or condition of the Company; and, to its knowledge, the Company has not become subject to any Law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.

Section 5.08 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 5.09 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect on the Company.

Section 5.10 Compliance With Laws and Regulations. The Company has complied with all United States federal, state or local or any applicable foreign Laws applicable to the Company and the operation of its business, except where the failure to so comply would reasonably be expected to result in a Material Adverse Effect on the Company.

Section 5.11 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

Article VI. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

Section 6.01 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Closing or the Call Closing, as applicable, are subject to the satisfaction (or waiver by the Company), at or before the Closing Date or the Call Closing Date, as applicable, of the following conditions:

(a) No provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the consummation of the Closing or the Call Closing, as applicable;

18

(b) There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing or the Call Closing, as applicable;

(c) The Parties shall have received all necessary approvals from all required Authorities to consummate the transactions contemplated herein;

(d) If requested by the Company prior any Closing or the Call Closing, as applicable, Magiclytics shall have provided to the Company audited financial statements for Magiclytics and related auditor reports thereon from a Public Company Accounting Oversight Board-registered auditor which consents to the inclusion of its statements in SEC public filings, for each of the two most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included in the SEC Reports following the Closing or the Call Closing, as applicable, pursuant to applicable Law, and unaudited statements for any other required interim periods

(e) the Company shall have completed its due diligence investigation of Magiclytics to the Company’s satisfaction in the Company’s sole discretion;

(f) The representations and warranties made by Magiclytics and the Magiclytics Shareholders in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties in Section 4.05, Section 4.06 and Section 4.07 which shall each be true and correct in all respects) at the Closing Date or the Call Closing Date, as applicable, with the same force and effect as if such representations and warranties were made at and as of the Closing Date or the Call Closing Date, as applicable, except for changes therein permitted by this Agreement and provided that the representations and warranties as set forth in Section 4.05(b) shall be deemed automatically updated to reflect any acquisitions of Magiclytics Shares by the Company as set forth herein;

(g) No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of Magiclytics from the Effective Date to the Closing Date or the Call Closing Date, as applicable;

(h) Each of the Magiclytics Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such Magiclytics Parties prior to or at the Closing Date or the Call Closing Date, as applicable;

(i) Magiclytics’ Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

(j) The Company’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

(k) at least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval; and

(l) All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Magiclytics after the Closing Date or the Call Closing Date, as applicable, on the basis as presently operated shall have been obtained.

19

Section 6.02 No Conditions to the Obligations of the Magiclytics Parties. For the avoidance of doubt, there shall no conditions precedent to the obligations of any Magiclytics Party to consummate the Closing or the Call Closing, as applicable.

Section 6.03 One Closing Option. Notwithstanding the other provisions herein, the Parties acknowledge and agree that the Company may elect, in its sole discretion, to complete the initial Closing and one or more Call Closings with respect to some or all of the Call Magiclytics Shares, together, on the Closing Date, in one closing. In such event, the Parties acknowledge and agree that (i) there shall be one determination of the Share Price with respect to such closing; (ii) Magiclytics and the Magiclytics Shareholders shall be required to deliver the documents and items as set forth in Section 2.05(b) and not those in Section 3.04(b); (iii) the Company shall be required to deliver the documents and items in Section 2.06(b) and not those in Section 3.05(b); and (iv) the Parties shall otherwise reasonable cooperate to make such modifications to the closing processes as set forth herein, subject to the written agreement of all of the Parties, as may reasonably be required to effect the orderly completion of the Closing and the applicable Call Closing(s) on the same date and in one transaction.

Section 6.04 Delivery of Books and Records. In the event that the Final Closing Time occurs, at such final Call Closing, Magiclytics shall deliver to the Company the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Magiclytics in the possession of Magiclytics or its representatives.

Section 6.05 Third Party Consents and Certificates. The Company and the Magiclytics Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 6.06 Actions Prior to the Final Closing Time. From and after the Effective Date until the Final Closing Time or the earlier termination of this Agreement in accordance with its terms and except as permitted or contemplated by this Agreement, the Company and Magiclytics, respectively, will each:

(a) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(b) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(c) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(d) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

(e) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.

20

Section 6.07 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Transactions;

(b) any notice or other communication from any governmental or regulatory agency or authority in connection with the Transactions; and

(c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant hereto or that relates to the consummation of the Transactions.

Section 6.08 Due Diligence Review and Reports. Following the Effective Date until the Final Closing Time, Magiclytics shall give to the Company and its authorized representatives full and complete access to the books and records, contracts, facilities and personnel of Magiclytics as the Company and its authorized representatives may request so that the Company may complete its due diligence investigation of Magiclytics and the Magiclytics Shares and shall provide to the Company monthly operational reports with respect to the business of Magiclytics, including but not limited to sales, software development and business development. Magiclytics also agrees to provide the Company and its authorized representatives with access to any information in Magiclytics’ or the Magiclytics Shareholders’ possession or within Magiclytics’ or the Magiclytics Shareholders’ control that contains information generated by Magiclytics or the Magiclytics Shareholders regarding Magiclytics relative to its financial, operational, and/or regulatory condition (present, past, or prospective). If the Company, in its sole discretion, at any time prior to the Closing or following the Closing or any Call Closing and prior to the completion of all possible Call Closings determines that its due diligence review of Magiclytics is not satisfactory to the Company, then the Company may terminate this Agreement upon notice to Magiclytics and the Shareholders’ Representative.

Section 6.09 Limitation on Business Activities. Following the Effective Date and until the earlier to occur of the termination of this Agreement or the Final Closing Time, except for the Transactions, Magiclytics and the Magiclytics shareholders shall not, without the prior written consent of the Company:

(a) make any material change in the type or nature of Magiclytics’ business, or in the nature of Magiclytics’ operations;

(b) enter into, create, assume or suffer to exist any debt, Contract or other obligation in excess of $20,000, other than that currently in existence;

(c) amend, modify, withdraw or terminate any of the Magiclytics Organizational Documents;

(d) issue any additional Equity Securities or any Derivatives of Magiclytics;

(e) Engage or other hire, or terminate, any employee, contractor or consultant or enter into any Contract with any of the forgoing;

(f) enter into any new agreements of any kind or undertake any new obligations or liabilities likely to have a material impact on Magiclytics’ business; or

(g) enter into any agreements to undertake any of the forgoing.

21

Section 6.10 No-Shop.

(a) From the Effective Date until the first to occur of the Final Closing Time or the termination of this Agreement in accordance with its terms, none of Magiclytics Parties shall, and each of the Magiclytics Parties shall cause the Representatives of any of the Magiclytics Parties not to, directly or indirectly:

(i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Inquiry;

(ii) furnish any non-public information regarding Magiclytics to any Person who has made an Acquisition Inquiry;

(iii) engage in discussions or negotiations with any Person who has made any Acquisition Inquiry;

(iv) approve, endorse or recommend any Acquisition Inquiry or Acquisition Transaction;

(v) withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or

(vi) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Inquiry or Acquisition Transaction.

(b) From the Effective Date until the first to occur of the Final Closing Time or the termination of this Agreement in accordance with its terms, the Magiclytics Board shall not (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction relating to Magiclytics, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Inquiry or Acquisition Transaction related to Magiclytics, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize Magiclytics to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or contract or other instrument in respect of or relating to an Acquisition Inquiry or Acquisition Transaction.

(c) Magiclytics shall promptly, within 36 hours, advise the Company orally and in writing of any Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Final Closing Time or the termination of this Agreement in accordance with its terms. Magiclytics shall keep the Company reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Inquiry or related Acquisition Transaction (including whether such Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof).

(d) The Magiclytics Parties shall immediately cease and cause to be terminated any discussions existing as of the Effective Date with any Person that relate to any Acquisition Inquiry or Acquisition Transaction proposed on or prior to the Effective Date. The Magiclytics Parties acknowledge and agree that any actions taken by or at the direction of a Representative of any Magiclytics Party that, if taken by any Magiclytics Party, would constitute a breach or violation of this Section 6.10 will be deemed to constitute a breach and violation of this Section 6.10 by the Magiclytics Parties.

22

Section 6.11 Additional Magiclytics Covenants.

(a) Except as otherwise contemplated herein, between the Effective Date and the end of the Call Period, Magiclytics and the Magiclytics Shareholders will not (i) amend the Magiclytics Organizational Documents, including, without limitation, to complete any forward split or reverse split of the Magiclytics Shares; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to any shareholder of Magiclytics purchase or redeem, or agree to purchase or redeem, any Magiclytics Shares; (iii) make any material change in the method of management, operation or accounting of Magiclytics; (iv) enter into any other material transaction other than sales in the ordinary course of Magiclytics’ business; (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with Magiclytics’ officers, directors, or employees; or (vi) undertake any merger, share exchange, reorganization or any similar transaction, or undertake any transaction which could reasonably be expected to adversely affect the rights of the Company hereunder or the ability of the Parties to consummate the Transactions.

(b) Except as otherwise contemplated herein, between the Effective Date and the end of the Call Period, Magiclytics will not (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire Magiclytics Shares or other Equity Securities of Magiclytics, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, Magiclytics Shares or other Equity Securities of Magiclytics; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or Magiclytics Shares or other Equity Securities of Magiclytics, including debentures or other debt obligations, except in connection with this Agreement.

(c) In the event that Magiclytics undertakes any of the actions as set forth in Section 6(11)(a) or Section 6(11)(b) despite the prohibitions therein, then, in additional to any other rights and remedies of the Company hereunder, the number and form of the Closing Magiclytics Shares and the Call Magiclytics Shares that the Company has the right to acquire hereunder shall be automatically adjusted and amended such that the Company has the right to acquire 51% of the total Equity Securities of Magiclytics or any other applicable entity.

23

Section 6.12 Lock-Up. From the Effective Date until the earlier of the Final Closing Time or the termination of this Agreement in accordance with its terms, no Magiclytics Shareholder will, directly or indirectly (a) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any of the Magiclytics Shares held by such Magiclytics Shareholder which the Company has a right to acquire or which may be acquired by the Company hereunder, being the total Magiclytics Shares as set forth in Exhibit A in the columns entitled “Closing Magiclytics Shares” and “Call Magiclytics Shares” (as to each Magiclytics Shareholder individually, and the Magiclytics Shareholders collectively, as applicable, the “Lock-Up Shares”); (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Lock-Up Shares held by such Magiclytics Shareholder, whether any such transaction is to be settled by delivery of Magiclytics Shares or other securities, in cash or otherwise; or (c) publicly disclose the intention to do any of the foregoing. Magiclytics covenants and agrees that it and its transfer agent, if any, shall decline to register any transfer of Magiclytics Shares if such transfer would constitute a violation or breach of this Agreement and to imprint on any certificate representing any Lock-Up Shares a legend describing the restrictions contained herein or customarily notate within the transfer agent records if shares are held in book entry form, substantially in the form as follows: “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES AND CERTAIN OTHER PARTIES. THE SECRETARY OF THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” Each Magiclytics Shareholder hereby authorizes Magiclytics and its transfer agent, if any, to place stop-transfer restrictions on the stock register and other records relating to any Lock-Up Shares. The provisions of this Section 6.12 shall not apply to any sales or transfers of Magiclytics Shares to the Company pursuant to the provisions of this Agreement.

Section 6.13 Right of First Refusal.

(a) With respect to the Magiclytics Shares held by each Magiclytics Shareholder other than the Lock-Up Shares, as set forth on Exhibit A attached hereto in the column entitled “Transferrable Shares” (as to each Magiclytics Shareholder individually, and the Magiclytics Shareholders collectively, as applicable, the “Transferrable Shares”), any Transfer (as defined below) of any Transferrable Shares between the Effective Date and the earlier of the Final Closing Time or the termination of this Agreement in accordance with its terms shall be subject to the provisions of this Section 6.13.

(b) Any references in this Section 6.13 to a “Magiclytics Share” shall be deemed a reference solely to any Magiclytics Share which is intended to be Transferred.

(c) In the event a Magiclytics Shareholder voluntarily desires to Transfer any Magiclytics Share(s) to any Person, said Magiclytics Shareholder (the “Offering Shareholder”), shall send a written notice containing the terms and conditions of the proposed Transfer, the number of Magiclytics Share(s) that the Offering Shareholder proposes to Transfer, the price therefor on a per-Magiclytics Share basis, which price must be equal for each Magiclytics Share proposed to be Transferred (the “Offer Price”) and the proposed date for the closing of the Transfer (the “Transfer Closing Date”) which may be no sooner than ten (10) days and no more than thirty (30) days following the date of the notice, to the Company at the address listed herein (the “Offering Notice”).

24

(d) Upon receipt of the Offering Notice, the Company shall have the right (the “Right of First Refusal”), for a period of thirty (30) days to elect to purchase all or a portion of such Offering Shareholder’s Magiclytics Share(s) at the Offer Price. In the event that the Company elects to purchase all or a portion of the available Offering Shareholder’s Magiclytics Share(s), the Company shall thereafter have the right to purchase all, or such portion of the Offering Shareholder’s Magiclytics Share(s) as elected by the Company, at the Offer Price (or applicable portion thereof in the event that the Company elects to purchase a portion of the available Magiclytics Share(s)) and such sale shall occur in accordance with the terms and conditions set forth in the Offering Notice on the Transfer Closing Date.

(e) In the event that Company does not elect to purchase 100% of the available Offering Shareholder’s Magiclytics Share(s) pursuant to this Section 6.13, then the Offering Shareholder shall have the right, subject to compliance with the remainder of this Agreement to Transfer any remaining portion of the Offering Shareholder’s Magiclytics Share(s) not acquired by the Company pursuant to the Right of First Refusal to the proposed transferee in accordance with the terms and conditions set forth in the Offering Notice and as set forth herein. Any modifications to the terms and conditions of the proposed Transfer shall require a new Offering Notice and compliance again with the terms of this Section 6.13, including the exercise or waiver of the Right of First Refusal.

(f) For purposes herein, “Transfer” means, with respect to any Magiclytics Share(s), a transaction by which any Magiclytics Shareholder assigns or sells such Magiclytics Share(s), or any right, title or interest therein, to another Person who is or becomes a stockholder of the Company or otherwise obtains any right, title or interest in any Magiclytics Share(s), and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

Section 6.14 Conveyance Taxes. The Magiclytics Shareholders will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by this Agreement.

Section 6.15 Assistance. Upon request of a Magiclytics Shareholder, the Company shall provide reasonable assistance to the applicable Magiclytics Shareholder, at the cost of the applicable Magiclytics Shareholder, with respect to any filings required to be made by such applicable Magiclytics Shareholder pursuant to the Securities Act or the Exchange Act.

Section 6.16 Funding to Magiclytics.

(a) In consideration of the agreements of Magiclytics and the Magiclytics Shareholders herein, pursuant to the provisions of this Section 6.16, Magiclytics shall have the right to request that the Company provide to Magiclytics certain funds for the purposes of reimbursing Magiclytics for its costs incurred in connection with this Agreement and to provide for the continued operation of Magiclytics and the development of its products and services between the Effective Date and the Closing Date (each, a “Funding”).

(b) Magiclytics may request a Funding from time to time following the Effective Date and at any time prior to the earlier of (i) the Closing Date and (ii) the expiration or termination of this Agreement in accordance with its terms. Requests for Fundings must be made in writing, delivered to the Company, and the Company is authorized to rely on any written, verbal, electronic, telephonic or telecopy loan requests which the Company believes in its good faith judgment to emanate from Xxxxxxxxx Xxxxx, who shall be the sole person who may request any Funding. The total maximum aggregate principal amount of Funding which may be requested by Magiclytics, and which the Company shall be obligated to provide, subject to the provisions of this Agreement, shall be $100,000. Any Funding(s) provided by the Company shall not be subject to repayment by Magiclytics or the Magiclytics Shareholders.

25

(c) For each Funding, properly requested and accepted by the Company pursuant to the terms and conditions herein, the Company shall advance an amount equal to the requested Funding to Magiclytics within three Business Days (the date of such funding being the “Funding Date”).

(d) Notwithstanding any other provision of this Agreement, the obligation of the Company to disburse any request for a Funding is subject to satisfaction of all of the following conditions precedent (unless a condition is waived in writing by the Company) as of the Funding Date:

(i) This Agreement shall not have expired or been terminated in accordance with its terms;

(ii) The Closing shall not have occurred;

(iii) No provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the Funding being consummated;

(iv) There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the Funding being consummated;

(v) The representations and warranties made by Magiclytics and the Magiclytics Shareholders in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties in Section 4.05, Section 4.06 and Section 4.07 which shall each be true and correct in all respects) at the Funding Date, with the same force and effect as if such representations and warranties were made at and as of the Funding Date, except for changes therein permitted by this Agreement and provided that the representations and warranties as set forth in Section 4.05(b) shall be deemed automatically updated to reflect any acquisitions of Magiclytics Shares by the Company as set forth herein;

(vi) No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of Magiclytics from the Effective Date to the Funding Date;

(vii) Each of the Magiclytics Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such Magiclytics Parties prior to or at the Funding Date;

(viii) Magiclytics’ Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;

	(ix)	The Company’s Board of Directors shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval;
	(x)	At least one director on the Company’s Board of Directors who is not “interested” in the transactions contemplated herein (for purposes of the Nevada Revised Statutes) shall have approved this Agreement and the transactions contemplated herein and shall not have withdrawn such approval; and
	(xi)	No Magiclytics Party shall have undertaken any action or failed to take any action which has resulted in or could reasonably be expected to result in a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Magiclytics Party contained in this Agreement.

26

Article VII. REGISTRATION RIGHTS

Section 7.01 General. Subject to the remaining terms and conditions herein, provided that the Closing occurs, if at any time on or after such date the Company proposes to file any registration statement under the Securities Act with respect to the Company Common Stock (a “Registration Statement”) for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan; (iii) filed pursuant to Regulation A pursuant to the Securities Act; or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to each Magiclytics Shareholder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to each Magiclytics Shareholder in such notice the opportunity to register the sale of such number of Company Shares as each Magiclytics Shareholder may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Company Shares to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Company Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Company Shares in accordance with the intended method(s) of distribution thereof. If a Magiclytics Shareholder proposes to distribute its Company Shares through a Piggyback Registration that involves an underwriter or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Section 7.02 Limitations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Magiclytics Shareholders and the holders of any other shares of Company Common Stock which are also registrable pursuant to an agreement similar to this Article VII (if any holders of Company Shares have elected to include their Company Common Stock in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Company Common Stock proposed to be included in such registration, including all Company Shares and all other shares of Company Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Company Common Stock which can be sold in such offering and/or that the number of shares of Company Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Company Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Company Common Stock that the Company proposes to sell; and (ii) the shares of Company Common Stock requested to be included therein by the Magiclytics Shareholders and shares of Company Common Stock held by the other holders of Company Common Stock, allocated among the Magiclytics Shareholders and such other holders pro rata based on the number of Company Shares and Company Common Stock, as applicable, held by each of the Magiclytics Shareholder and such other holders. If the Piggyback Registration was initiated by the exercise of demand registration rights by a shareholder or shareholders of the Company, then the number of shares of Company Common stock that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand to the extent of their demand registration rights, and then, subject to obligations and commitments existing as of the Closing Date, to the Company and then, subject to obligations and commitments existing as of the date hereof, to all persons exercising piggyback registration rights (including the Magiclytics Shareholders) who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein.

27

Section 7.03 Withdrawal. Each Magiclytics Shareholder may elect to withdraw such Magiclytics Shareholder’s request for inclusion of Company Shares in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by each Magiclytics Shareholder of Company Shares in connection with such Piggyback Registration as provided in Section 7.06.

Section 7.04 Notification; Blackout Period.

(i) The Company shall notify each Magiclytics Shareholder at any time when a prospectus relating to such Magiclytics Shareholder’s Company Shares is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of any Magiclytics Shareholder, the Company shall also prepare, file and furnish to each Magiclytics Shareholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to each Magiclytics Shareholder, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period (as defined below), in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period.

(ii) Each Magiclytics Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7.04(i) or of the commencement of a Blackout Period, such Magiclytics Shareholder shall discontinue the disposition of Company Shares included in the Registration Statement until such Magiclytics Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 7.04(i) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Magiclytics Shareholder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Magiclytics Shareholder’s possession, of the prospectus covering such Company Shares current at the time of receipt of such notice.

28

(iii) For purposes herein, “Blackout Period” means, with respect to a registration, a period during which the Company, in the good faith judgment of the Board of Directors of the Company, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Company Common Stoc to be covered by any Registration Statement, if any, would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Magiclytics Shareholders that they are required, because of the determination described above, to suspend offers and sales of the Company Shares and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the Magiclytics Shareholders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume.

Section 7.05 Information. The Company may request that each Magiclytics Shareholder furnish the Company such information with respect to such Magiclytics Shareholder and such Magiclytics Shareholder’s proposed distribution of the Company Shares pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and each Magiclytics Shareholder shall furnish the Company with such information.

Section 7.06 Fees and Expenses. All fees and expenses incident to the performance of or compliance with this Article VII by the Company shall be borne by the Company whether or not any Company Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Company Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Company Shares) and (D) with respect to any filing that may be required to be made by any broker through which each Magiclytics Shareholder of Company Shares intends to make sales of Company Shares with the Financial Industry Regulatory Authority, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Article VII. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Article VII (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Company Shares on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Magiclytics Shareholder.

29

Section 7.07 Indemnification.

(a) Indemnification by the Company. The Company and its successors and assigns shall indemnify and hold harmless each Magiclytics Shareholder, the partners, agents and employees of each Magiclytics Shareholder (each, a “Magiclytics Shareholder Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses (as defined below), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Article VII, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding any Magiclytics Shareholder furnished to the Company by such Magiclytics Shareholder for use therein. The Company shall notify each Magiclytics Shareholder promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Article VII of which the Company is aware.

(b) Indemnification by Each Magiclytics Shareholder. Each Magiclytics Shareholder and its successors and assigns shall indemnify and hold harmless each Company Indemnified Party (as defined below) (with each Magiclytics Shareholder Indemnified Party and Company Indemnified Party being referred to as a “Registration Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, but only to the extent that such untrue statements or omissions are based upon information regarding such Magiclytics Shareholder furnished to the Company by such Magiclytics Shareholder for use therein. Each Magiclytics Shareholder shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which each Magiclytics Shareholder is aware.

30

(c) Contribution. If the indemnification under Section 7.07(a) or Section 7.07(b), as applicable, is unavailable to a Registration Indemnified Party or insufficient to hold a Registration Indemnified Party harmless for any Losses, then the Party responsible for indemnifying the Registration Indemnified Party (the “Registration Indemnifying Party”) shall contribute to the amount paid or payable by such Registration Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Registration Indemnifying Party and Registration Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Registration Indemnifying Party and Registration Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Registration Indemnifying Party or the Registration Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 7.07(a) or Section 7.07(b), as applicable, was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 7.07(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence.

(d) Application. The Parties acknowledge and agree that the indemnification rights and obligations as set forth in this Section 7.07 shall apply solely to indemnification applicable to the actions and events as contemplated in this Article VII and shall apply independently of the rights and obligations as set forth in Article IX. In the event that the provisions of Section 7.07 and of Article IX could both be deemed to apply to any indemnification rights and/or obligations, the provisions of this Section 7.07 shall control.

Article VIII. TERMINATION

Section 8.01 Termination. This Agreement may be terminated on or prior to the Final Closing Time:

(a) By the mutual written consent of the Company, Magiclytics and the Shareholders’ Representative;

(b) By the Company prior to the Closing (i) if the conditions to the Closing as set forth in Section 6.01 have not been satisfied or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the Termination Date, provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.01(b) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Magiclytics Party contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 6.01 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Magiclytics Parties, applicable, within five (5) Business Days after receipt by Magiclytics of written notice thereof from the Company or is not reasonably capable of being cured prior to the Termination Date;

31

(c) By the Company following the Closing and prior to the occurrence of the Final Closing Time (i) if the conditions to the Call Closing, which would result in the occurrence of the Final Closing Time, as set forth in Section 6.01 have not been satisfied or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the end of the Call Period, provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.01(c) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any Magiclytics Party contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 6.01 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Magiclytics Parties, applicable, within five (5) Business Days after receipt by Magiclytics of written notice thereof from the Company or is not reasonably capable of being cured prior to the end of the Call Period;

(d) By the Company pursuant to the provisions of Section 6.08; or

(e) By any Party at any time if a court of competent jurisdiction or other Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under this Agreement and such order or action shall have become final and nonappealable.

Section 8.02 Survival After Termination. If this Agreement is terminated by in accordance with Section 8.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 8.02, Article IX and Article X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Article IX. INDEMNIFICATION

Section 9.01 Indemnification of Company. Provided that the Closing occurs, the Magiclytics Shareholders, jointly and severally, hereby agree to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees and the Shareholders’ Representative (each a “Company Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses” and each individually a “Loss”) incurred or sustained by any Company Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Magiclytics Parties contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, and (b) any Actions by any third parties with respect to the business or operations of Magiclytics for any period on or prior to the Closing Date. Notwithstanding the forgoing, with respect to any indemnification obligations of the Magiclytics Shareholders arising from any Losses as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of any Magiclytics Shareholder as set forth in Section 4.07 or Section 4.13, such indemnification obligations shall be solely the obligations of the Magiclytics Shareholder giving such representations, warranties, covenants and agreements from which such claim arose, severally and not jointly and severally.

32

Section 9.02 Indemnification of the Magiclytics Parties. Provided that the Closing occurs, the Company hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Shareholders’ Representative, the Magiclytics Shareholders, Magiclytics and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “Magiclytics Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Magiclytics Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 9.03 Procedure. The following shall apply with respect to all claims by any Magiclytics Indemnified Party or Company Indemnified Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being a reference to a Magiclytics Indemnified Party or a Company Indemnified Party, as applicable, and any references herein to an “Indemnifying Party” being a reference to the Company or the Magiclytics Shareholders, as applicable):

(a) Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 9.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

33

(b) Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 9.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d) Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

34

Section 9.04 Periodic Payments. Any indemnification required by this Article IX for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 9.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 9.06 Time Limit. The obligations of the Magiclytics Shareholders and the Company under Section 9.01 and Section 9.02 shall expire two (2) years from the Closing Date or the last Call Closing Date, as applicable, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party.

Section 9.07 Certain Limitations. The indemnification provided for in Section 9.01 and Section 9.02shall be subject to the following limitations:

(a) The Magiclytics Shareholders shall not be liable to the Company Indemnified Parties for indemnification under Section 9.01 until the aggregate amount of all Losses in respect of indemnification under Section 9.01 exceeds $10,000 (the “Basket”), in which event the Magiclytics Shareholders shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the value of the Company Shares as received by the Magiclytics Shareholders at the time such indemnification obligation is finally determined, with such value to be as determined by reference to the Share Price for the Company Shares on the applicable date received (the “Cap”), and provided that, in the event that the indemnification obligations are those of less than all of the Magiclytics Shareholders pursuant to the last sentence of Section 9.01, then the Basket and the Cap shall be applied to such indemnifying Magiclytics Shareholder(s) pro rata based on the number of shares of Magiclytics Shares held by such Magiclytics Shareholder(s) as of the Effective Date, such that, by way of example and not limitation. if a Magiclytics Shareholder is so obligated to indemnify the Company Indemnified Parties pursuant to such section and held 50% of the total shares of Magiclytics Shares as of the Effective Date, the Basket would be $5,000 and the Cap would be 50% of the total value of the Company Shares as received by the Magiclytics Shareholders at the time such indemnification obligation is finally determined as determined by reference to the Share Price as set forth above. Any such utilization or satisfaction of the Basket and the Cap by one or more of the Magiclytics Shareholders as a result of the preceding sentence shall apply to any later determinations of the utilization or satisfaction of the Basket and the Cap.

(b) The Company shall not be liable to the Magiclytics Indemnified Parties for indemnification under Section 9.02 until the aggregate amount of all Losses in respect of indemnification under Section 9.02 exceeds the Basket, in which event the Company shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the Cap, which shall in such case be applied to all of the Magiclytics Shareholders as a group.

35

Section 9.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 9.09 Exclusive Remedy. Subject to the last sentence of this Section 9.09, in the event that the Final Closing Time occurs, the indemnification provisions contained in this Article IX shall be the sole and exclusive remedy of the Parties with respect to the transactions contemplated herein for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the transactions contemplated herein, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the transactions contemplated herein. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Final Closing Time, to the fullest extent permitted under applicable law and except as otherwise specified in this Article IX, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable law. Notwithstanding the forgoing, the Parties acknowledge and agree that the provisions of this Article IX shall apply with respect to any indemnification obligations that may arise following the Closing and prior to the occurrence of the Final Closing Time and, during such time period the Parties shall have the rights and obligations as set forth both in this Article IX and in the remainder of this Agreement, including, without limitation, the provisions of Article VII and Section 10.21.

Article X. MISCELLANEOUS

Section 10.01 Arbitration.

(a) The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.

(c) The laws of the State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Nevada applicable to a contract negotiated, signed, and wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

36

(d) The arbitration shall be held in Santa Monica, California in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

(e) On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 10.01(c).

(f) The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

(g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

(h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Los Angeles County, California to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

Section 10.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Nevada, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Los Angeles County, California. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

37

Section 10.03 Waiver of Jury Trial.

(a) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.03(a).

(b) Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 10.04 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 10.05 Brokers. The Company and Magiclytics Parties agree that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Company and the Magiclytics Parties each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the Indemnifying Party and such third person, whether express or implied from the actions of the Indemnifying Party.

Section 10.06 Notices.

(a) Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Company, to:

Tongji Healthcare Group, Inc.

Attn: Xxxx Xxx-Xxxxxxx

000 Xxxxx Xxxxxx Xxxx., Xxxxx 00

Xxxxx Xxxxxx, Xxxxxxxxxx 00000

Email: xxxx_xxx@xxxxx.xxx

38

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: Xxxx Xxxxxxxxxxx

000 X. Xxxxxxx Xxxxx, Xxxxx 000

Xxxx Xxxx Xxxxx, XX 00000

Email: xxxxxxxxxxxx@xxxxxxxxxxx.xxx

If to Magiclytics, or the Magiclytics Shareholders, to:

Digital Influence Inc.

Attn: Xxxxxxxxx Xxxxx

000 Xxxxxxxx Xxxx., Xxxxx 0

Xxx Xxxxxxx, XX 00000

Email: xxxxxxxxxxxx@xxxxx.xxx

(b) Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c) Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 10.07 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 10.08 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 10.09 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties. The Parties acknowledge and agree that the Company is obligated to file a Form 8-K pursuant to the Exchange Act relating to this Agreement and the transactions contemplated herein (the “Form 8-K”). Other than the Form 8-K or the disclosures referenced in the immediately preceding sentence, copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Law or regulatory authorities, shall be delivered to each Party at least one (1) business day prior to the release thereof.

39

Section 10.10 Third Party Beneficiaries. This contract is strictly between the Company, Magiclytics, the Magiclytics Shareholders and the Shareholders’ Representative, and except as specifically provided herein, no other Person and no director, officer, stockholder (other than the Magiclytics Shareholders), employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 10.11 Expenses. Subject to Article IX and Section 10.07, whether or not the Exchange is consummated, each of the Company and the Magiclytics Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

Section 10.12 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 10.13 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and any later Call Closing Date, and the consummation of the Transactions for a period of one year from the latest date thereof, provided that the representations, warranties, and covenants of the respective Parties as set forth in Article VII shall survive the Closing Date and any later Call Closing Date for the maximum period permitted by applicable Law.

Section 10.14 Amendment; Waiver; Remedies; Agent.

(a) Other than as specifically set forth herein, this Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Company, Magiclytics and the Shareholders’ Representative.

(b) Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d) Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

40

Section 10.15 Magiclytics Shareholders’ Representative.

(a) Each Magiclytics Shareholder constitutes and appoints the Shareholders’ Representative as its representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:

(i) to act on such Magiclytics Shareholders’ behalf in the absolute discretion of Shareholders’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and

(ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 10.15.

(b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Magiclytics Shareholder or by operation of law, whether by the death or incapacity of any Magiclytics Shareholder or by the occurrence of any other event. Each Magiclytics Shareholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Shareholders’ Representative pursuant to this Section 10.15. Each Magiclytics Shareholder agrees that Shareholders’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Shareholders’ Representative in good faith, even if taken or omitted negligently, and each Magiclytics Shareholder shall indemnify and hold harmless Shareholders’ Representative from, and shall pay to Shareholders’ Representative the amount of, or reimburse Shareholders’ Representative for, any Loss that Shareholders’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Shareholders’ Representative in his capacity as such.

(c) The Company shall be entitled to rely upon any document or other paper delivered by Shareholders’ Representative as being authorized by Magiclytics Shareholders, and the Company shall not be liable to any Magiclytics Shareholder for any action taken or omitted to be taken by the Company based on such reliance.

Section 10.16 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

41

Section 10.17 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 10.18 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of all of the other Parties and any purported assignment or delegation without such consent shall be null and void and of no force or effect, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 10.19 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Magiclytics Party and the Company shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 10.20 Further Assurances. From and after the Effective Date, each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

Section 10.21 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 10.22 Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company, that Xxxxxxxxx Xxxxx is an officer and director of the Company, and that Counsel is not legal counsel to Xx. Xxxxx personally, either in connection with this Agreement and the Transactions, or otherwise. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to the Company notwithstanding the relationship between the Company and Xx. Xxxxx, and that Counsel has advised each of the Parties to retain separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith, and each applicable Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties hereby waives any conflict of interest that may arise as a result of the relationship between the Company and Xx. Xxxxx, and confirms that the Parties have previously negotiated the material terms of the agreements as set forth herein.

Section 10.23 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy.

[Signatures Appear on Following Page]

42

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

	Tongji Healthcare Group, Inc.
	By:	/s/ Xxxx Xxx-Xxxxxxx
	Name:	Xxxx Xxx-Xxxxxxx
	Title:	Chief Executive Officer
	Digital Influence Inc.
	By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Chief Executive Officer
	Shareholders’ Representative:
	By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Shareholders:
	Xxxxxxxxx Xxxxx
	By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Xxxxxx Xxxxx
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Xxxxxxx Man
	By:	/s/ Xxxxxxx Man
	Name:	Xxxxxxx Man
	Xxxxxx Xxxxxxxxx
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx

43

Exhibit A

Magiclytics Shareholders’ Magiclytics Shares; Closing Magiclytics Shares, Call Magiclytics Shares and Transferrable Shares

Shareholder Name		Magiclytics Shares Owned				%				Closing Magiclytics Shares				Call Magiclytics Shares				Transferrable Shares
Xxxxxxxxx Xxxxx			2,250				45.00	%			115				1,033				1,103
Xxxxxxx Man			2,250				45.00	%			115				1,033				1,103
Xxxxxx Xxxxxxxxx			350				7.00	%			18				161				172
Dr. Xxxxxx Xxxxx			150				3.00	%			8				69				74
Totals:			5,000				100.00	%			255				2,295				2,450