SHARE EXCHANGE AGREEMENT by and amongShare Exchange Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of August 28, 2017 by and among: (i) JM Global Holding Company, a Delaware corporation (the “Purchaser”); (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability (the “Company”); (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”); and (v) Chuanliu Ni, a Chinese citizen who is the Chief Executive Officer and director of the Company, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Represen
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) JM Global Holding Company, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “TMSR Holding Company Limited” (including any successor entity thereto, “Purchaser”), (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
