ONELIFE TECHNOLOGIES CORP (Form: 8-K, Received: 12/29/2017 11:12:53)

Co-Brand License Agreement

Between

AT&T Intellectual Property and

One Media Partners, Inc.

This Co-Brand License Agreement (“License Agreement”) is entered into as of the last date signed (the “Effective Date”) by and among AT&T Intellectual Property II, L.P. d/b/a/ AT&T Intellectual Property (“ATTIP”), a Nevada limited partnership with offices located at 675 W. Peachtree Street, Suite 4000, Atlanta, Georgia 30375, on behalf of itself and its Affiliates, and One Media Partners, Inc. (“One Media”), a Delaware corporation with offices located at 1701 E. Woodfield Road, Suite 315, Schaumburg, Illinois 60173. ATTIP, AT&T Mobility Services LLC and One Media are sometimes referred to herein individually as “Party” or collectively as the “Parties.”

RECITALS:

Whereas, AT&T Mobility Services LLC (“AT&T”), an Affiliate of ATTIP, and One Media have entered into the AT&T Machine To Machine Wireless Communications Agreement, the Service Guide, the General Terms and Conditions and Exhibits ( together, the “Master Agreement”) on February 5, 2016; and

Whereas, under the Master Agreement, One Media will purchase wireless Enterprise On Demand/Control Center Integration services from AT&T to be used with the One Media medical wearable device known as the Sensation, which will provide wireless communication between One Media subscribers and their health care providers (“Products and Services”); and

Whereas, AT&T and One Media want to make use of each other's trade names, trademarks, service marks, logos, iconography and trade dress (collectively, the “Marks”) in connection with the advertising, marketing, promoting, and packaging of the Products and Services; and

Whereas, ATTIP, as owner of the AT&T Marks, is willing to license certain AT&T Marks to One Media under the terms and conditions hereof, and One Media is willing to license certain One Media Marks to AT&T under the terms and conditions hereof;

Now, therefore, in consideration of the mutual covenants set forth below, the Parties agree as follows:

This License Agreement sets forth the terms and conditions of the use of the respective Marks, the ownership rights thereto, and the application of graphic and other guidelines for use of the Marks in connection with the Products and Services.

2. LICENSE OF MARKS.

A. Grant of License . ATTIP, as one Licensor, hereby grants to One Media, as one Licensee, the personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty free, revocable right to use the ATTIP Marks set forth in the attached and incorporated EXHIBIT A, as may be amended from time to time. One Media, as a second Licensor, hereby grants to AT&T, as a second Licensee and Affiliate of ATTIP, the personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right to use the One Media Marks set forth on the attached and incorporated EXHIBIT B, as may be amended from time to time. These licenses are granted solely in conjunction with the co-branding of internet websites and electronic and printed materials to be used in advertising, promoting and packaging the Products and Services within the United States (the “Territory”). No license is granted herein for the use of the Marks on anything other than as set forth herein. Each Party, in its role as Licensor shall be referred to herein as a “Licensor Party” and each Party, in its role as Licensee shall be referred to herein as a “Licensee Party.” For avoidance of doubt, “Affiliate” shall mean, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management or policies.

B. Ownership . Each Licensee Party hereto recognizes the validity of, and will do nothing inconsistent with, or which would negatively impact, the Licensor Party’s rights in and ownership of the Licensor Party’s Marks or the goodwill represented thereby. Each Licensee Party further recognizes that all use of the Licensor Party’s Marks by it shall inure to the benefit of, and be on behalf of the owning Party and the Licensor Party. No Licensee Party has the right to register any Mark(s) of the Licensor Party or any confusingly similar mark as a corporate or trade name, domain name, trademark or service mark in any country or territory.

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This License Agreement and information contained therein is not for use or disclosure outside of AT&T and its Affiliates, One Media Partners and the parties’ third party representatives, except under written agreement by the contracting parties.

3. QUALITY; USE OF MARKS; ADVERTISING.

A. Quality . A high standard of quality for the Marks and the Products and Services shall be maintained. The Parties acknowledge and agree that maintaining the goodwill associated with the Marks is of substantial importance to the owning and Licensor Parties. The Licensee Party therefore agrees that all activities using the Licensor Party’s Marks shall meet or exceed the standard of quality agreed to hereunder with respect to the Products and Services and those adhered to by the Licensee Party in the conduct of its own business under its own Marks. To this end, all printed or electronically transmitted material in which the Licensor Party’s Marks are used shall be submitted in writing by the Licensee Party or the designated account manager of Licensor Party for review in advance and shall not be distributed or used in any manner without prior written approval of the Licensor Party, which approval shall not be unreasonably withheld or delayed. The Licensor Party will endeavor to respond to all requests for approval within five (5) working days. However, failure to respond within the time period denoted shall not be considered an approval. For the AT&T Marks, requests for approval will be made to the AT&T Brand Center website at brandcenter.att.com by the AT&T designated account manager or AT&T representative. For the One Media Marks, requests for approval will be made to Robert J Wagner at rjwagner@onemediapartners.com. Each Licensor Party may withhold its consent to the use of its Marks in a particular context by the other in its sole discretion. However, once consent is given for a type of use ( e.g., use of the Marks on device packaging), consent is not required for each use of the Marks in that specific context, as long as such use is without material change (changes to grammar, punctuation, changes in background color and corrections of typos are de facto considered immaterial). If the use of the Marks in connection with the Products and Services fails to meet applicable quality standards, the Licensor Party may immediately cancel any such prior authorization. Each Licensor Party reserves the right to inspect and review, at any reasonable time and with reasonable notice, the use of its Marks by the Licensee Party in order to confirm that the nature and quality of the Products and Services associated with the Marks and the use of its Marks by the Licensee Party conform to the Licensor Party’s standards.

B. Use . Any use of the Marks of a Licensor Party that is not authorized herein or in writing by such Licensor Party is strictly prohibited and may give rise to an act of infringement. Each Licensee Party shall strictly comply with all graphic and trademark standards for the Marks and standards with respect to the nature and quality of the Products and Services which may be furnished by the Licensor Party from time to time and shall place appropriate trademark notices on Marks of the other as required. The Parties agree that no Party shall create a combination mark consisting of one or more of its Marks with the Marks of any other Party, and that all uses of Marks of each Party in proximity to each other shall be consistent with graphic standards and layout arrangements which are mutually agreed to by the Parties.

C. Advertising . Recognizing the value and importance of advertising in establishing and maintaining the goodwill and public image of the Marks, the Parties agree that all training, informational materials, advertising and promotion in any manner or medium must be conducted in a dignified manner. Each Licensee Party shall only display the Marks in the manner approved by the Licensor Party. No Party will in any manner use, display, broadcast, transmit or disseminate any material which contains (i) material misrepresentations or omits to state a material fact with regard to such Party or its competitors, or any other Party, its Affiliates, their Marks or the Products and Services, their products and services or the products and services of their competitors, or (ii) a statement in derogation of any other Party, its Affiliates, their Marks or the Products and Services or their products or services.

4. DUTIES OF PARTIES

A. Indemnification .

(i) One Media will defend, indemnify and hold harmless AT&T, ATTIP and their Affiliates, directors, officers and employees from and against any and all liabilities or losses related to or arising out of the use of the Products and Services, including but not limited to any claims of bodily injury, property damage or of violations or alleged violations by One Media or its subscribers of privacy or of confidentially or violations or alleged violations by One Media or its subscribers of any law or regulation or of the Health Insurance Portability and Accountability Act, as well as any costs, including reasonable attorneys’ fees.

(ii) Licensee Party shall defend, indemnify and hold harmless the Licensor Party, and its Affiliates and their respective officers, directors, employees and stockholders, from and against any and all claims arising directly or indirectly from, as a result of, or in connection with, such Licensee Party's unauthorized use of the Marks, and any obligations arising under Section 4. (Duties of Parties), as well as any costs, including reasonable attorneys’ fees.

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B. Infringement.

(i) Each Licensor Party will have the sole right to engage in infringement or unfair competition proceedings involving its Marks. Each Licensor Party will bear the expense of any prosecution or defense of such action, including damages and attorneys’ fees; provided, however, to the extent that damages, expenses or attorneys’ fees are attributable to non-adherence to the terms of this License Agreement by the Licensee party, the Licensee Party shall reimburse the Licensor Party for all such expense, damages and reasonable attorneys’ fees.

(ii) Each Licensee Party will promptly notify each Licensor Party in writing of any suspected infringement of, or challenge to, the validity, registration, ownership or use of any of the Licensor Party’s Marks, if the Licensee Party becomes aware of it. The Licensor Party may, in its sole discretion, institute or defend infringement or unfair competition proceedings as it deems appropriate and shall have the full opportunity to control the prosecution, defense or settlement thereof. If the Licensor Party undertakes the prosecution or defense of any litigation relating to its Marks, the Licensee Party will cooperate, at the Licensor Party’s reasonable expense, by executing documents and performing acts reasonably needed to assist with the prosecution or defense thereof.

(iii) If in the Licensor Party’s sole judgment, any claim or suit for infringement brought by a third party can be avoided or resolved by discontinuing use of the applicable Mark, the Licensor Party will notify the Licensee Party accordingly, and the Licensee Party will discontinue using the Mark upon ninety (90) days’ (or such shorter period as may be required in an injunction) prior written notice from the Licensor Party to the Licensee Party, provided that the Parties first mutually work in good faith and with reasonable efforts to replace the Licensor Party’s Mark with another Mark of Licensor Party for purposes of continued co-branding of the Products and Services. No Party shall have liability for damages to any other Party for any loss of use of the Marks (including any loss resulting from either Party’s loss of title or ownership of the Marks or the rights thereto whether by judgment, settlement or otherwise). THE FOREGOING SETS FORTH THE ENTIRE OBLIGATION AND LIABILITY OF THE PARTIES FOR INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS IN THE MARKS.

C. Legal Compliance. All Parties agree to comply, at their own expense, with all applicable laws, ordinances and regulations of all governmental authorities in the applicable state or Territory, and all political subdivisions thereof, where the Party is actually providing the Products and Services, whether directly or through arrangements with third parties. Each Party will also obtain and maintain, at its own expense, all necessary licenses, permits and approvals, to the extent required to provide or participate in the Products and Services in each market in the Territory where it is providing or participating in the Products and Services.

D. Litigation and Regulatory Matters . Each Party will notify the other Parties in writing by personal deliver, facsimile or by email within five (5) days following (i) the commencement of any action, suit or proceeding brought against any Party, or (ii) issuance of any order, writ, injunction, award or decree of any court, agency or other governmental or quasi-governmental body which, in either case, could have a material adverse effect on the Marks, the Products and Services or the operation or financial condition of either Party's business or that of their Affiliates.

E. Business Practices . Each Party shall maintain a competent, conscientious, trained staff. No Party shall engage in any trade practice, employment practice, or other activity which is harmful to the goodwill associated with the Marks, or that reflect unfavorably on the reputation of any other Party, its Affiliates or the Products and Services, or which constitutes deceptive or unfair competition, consumer fraud or misrepresentation.

5. TERM.

The term of this License Agreement shall commence on the Effective Date, and shall continue conterminous with the Master Agreement.

6. TRANSFERS AND ASSIGNMENTS.

Each Party agrees and acknowledges that nothing contained in this License Agreement is intended or operates as an assignment or grant to any other Party of any right, title or interest in or to the Licensor Party’s Marks or the goodwill attached thereto and that this License Agreement does not convey the right to grant a sublicense and is not assignable; provided, however, that AT&T may assign in whole or in part certain of its rights, duties and obligations hereunder to a wholly owned Affiliate, provided that in such case, AT&T shall be responsible for ensuring that such that such Affiliate fulfills the duties and obligations of AT&T hereunder.

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7. WAIVERS.

No failure of a Party to exercise any right or remedy reserved to it in this License Agreement, or to insist upon compliance by any other Party with any obligation or condition in this License Agreement, and no custom or practice of the Parties at variance with the terms hereof, shall constitute a waiver of such Party's rights to demand exact compliance with any of the terms of this License Agreement. Waiver by a Party of any particular default shall not affect or impair its right with respect to any subsequent default of the same or of a different nature; nor shall any delay, forbearance or omission by such Party to exercise any power or right arising out of any breach or default by any other Party of any of the terms, provisions or covenants of this License Agreement affect or impair such Party's rights; nor shall such constitute a waiver by a Party of any rights hereunder or rights to declare any subsequent breach or default. No Party makes any warranties or guarantees upon which any other Party may rely, nor assumes any liability or obligation to any other Party, by providing any waiver, approval, consent or suggestion to any other Party in connection with this License Agreement, or by reason of any neglect, delay or denial of any request therefor.

8. TERMINATION.

Any Licensor Party or Licensee Party may terminate this License Agreement for convenience upon ninety (90) calendar days’ written notice to the other Parties. Notwithstanding anything else in this License Agreement, if there is a breach or default of Section 4. (Duties of the Parties) of this License Agreement, the Party not in breach or default may, upon providing written notice, terminate the License Agreement immediately.

9. DUTIES UPON TERMINATION.

A. Upon the termination of this License Agreement or cancellation of a Licensee Party’s authorization to use any Marks under Section 2. (License of Marks) of this License Agreement, the Licensee Party, or the Party whose authorization to use the Marks has been revoked, as applicable, agrees to cease to hold itself out as a Licensee, to discontinue all use of the Licensor Party’s Marks, cease all marketing and promotional activities in connection with the Products and Services.

B. In the event a Party continues to provide similar and comparable Products and Services, such Party agrees not to use any identification or description, misrepresentation, copy or confusingly similar imitation of any other Party’s Marks in connection with such business which is likely to cause confusion or deception in the minds of customers, or which is likely to dilute any other Party’s rights in and to its Marks, or may falsely suggest an association or connection with any other Party, its Affiliates or its Marks.

C. The Parties agree that upon termination of this License Agreement, if a Licensor Party must obtain injunctive or other relief for the enforcement of any provision of this Section 9. (Duties Upon Termination), the non-complying Party shall pay the Party that successfully obtains injunctive or other enforcement relief all damages, costs and expenses, including reasonable attorneys’ fees incurred by Licensor Party in connection with such enforcement subsequent to such termination.

10. INDEPENDENT STATUS AND INDEMNIFICATION.

A. The Parties acknowledge and agree that this License Agreement does not create a fiduciary relationship among or between them; that each shall remain an independent business; and that nothing in this License Agreement is intended to constitute either Party as an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever.

B. During the Term of this License Agreement and any renewal hereof, each Licensee Party shall hold itself out to the public as an independent business using the Marks pursuant to a license from the Licensor Party. Each Licensee Party agrees to take such action as may be reasonably necessary or reasonably requested by the Licensor Party to so notify the public.

C. Nothing in this License Agreement authorizes a Party to make any contract, agreement, warranty or representation on any other Party's behalf, or to incur any debt or other obligation in such other Party's name. A Party shall in no event assume liability for, nor be deemed liable hereunder as a result of, any such action. No Party shall be liable by reason of this License Agreement for any act or omission of any other Party in the provision of the Products and Services or for any claim or judgment arising there from against the other Parties.

D. In no event shall a Party be liable to any other Party for any incidental or consequential damages, whether foreseeable or not, arising from any breach of the breaching Party's obligations under this License Agreement.

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11. NOTICES

All notices required or permitted under this License Agreement shall be in writing and shall be personally delivered or sent via confirmed facsimile, or by email to a senior management contact address provided by each Party, with the original sent by overnight courier service or mailed by certified or registered mail, return receipt requested, to the respective Parties at the following addresses unless and until a different address has been designated by written notice to the other Party:

Notices to ATTIP: Michael Bishop

General Counsel

AT&T Intellectual Property, LLC

AT&T Midtown Center, Suite 40A01

675 W. Peachtree Street

Atlanta, GA 30308

michael.bishop@att.com

FAX: 404.927.7073

Notices to One Media: Robert J. Wagner

Chief Executive Officer

One Media Partners, Inc.

1701 E. Woodfield Road, Suite 315

Schaumburg, IL 60173

rjwagner@onemediapartner.com

FAX: 630-214-3508

Any notice by certified or registered mail shall be deemed to have been given at the date and time of receipt. Any notice by facsimile or overnight courier shall be deemed to have been given at the date of the confirmation of receipt.

12. SEVERABILITY AND CONSTRUCTION

A. Except as expressly provided to the contrary herein, each portion, section, part, term or provision of this License Agreement shall be considered severable; and if, for any reason, a portion, section, part, term or provision hereof is determined to be invalid or unenforceable because of any law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, all other portions, sections, parts, terms or provisions of this License Agreement.

B. Nothing in this License Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any person or legal entity other than the Parties hereto, and their respective successors and assigns as permitted by this License Agreement.

C. All captions in this License Agreement are intended solely for the convenience of the Parties, and none shall be deemed to affect the meaning or construction of any provision hereof.

D. All references herein to the masculine, neuter or singular shall be construed to include the masculine, feminine, neuter or plural, where applicable; and all acknowledgments, promises, covenants, agreements and obligations herein made or undertaken by a Party shall be deemed jointly and severally undertaken by all those executing this License Agreement on behalf of a Party.

E. This License Agreement shall be deemed equally drafted and negotiated by all the Parties hereto, and the rule of construction requiring a writing to be construed against its drafter shall not be applied.

F. Upon expiration or termination of this License Agreement, the Parties’ obligations, which by their nature are intended to continue beyond the expiration or termination, will survive and remain in effect after the expiration or termination of the License Agreement, including, but not limited to, the following: Sections 2.B., 4., 7., 9., 10., 12., 13., and 14.

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13. APPLICABLE LAW

A. THIS LICENSE AGREEMENT IS ENTERED INTO IN THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA AND SHALL BE INTERPRETED AND CONSTRUED UNDER THE LAWS THEREOF. ANY DISPUTES RELATING TO INTELLECTUAL PROPERTY SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE COURTS OF THE STATE OF NEW YORK, PROVIDED SUCH LAWS ARE APPLICABLE UNDER THE APPROPRIATE LAWS RELATING TO CONFLICT OF LAWS. THE PARTIES AGREE TO SUBMIT TO THE FEDERAL COURTS HAVING JURISDICTION IN NEW YORK.

B. No right or remedy conferred upon or reserved to a Party by this License Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy.

C. Nothing herein contained shall bar a Licensor Party's right to apply for injunctive relief against threatened conduct that will cause it loss or damages, under applicable equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions.

14. ENTIRE AGREEMENT

A. This License Agreement, the documents referred to herein, and the attachments hereto, if any, constitute the entire, full and complete agreement between the Parties concerning the subject matter hereof, and supersede all prior agreements, understandings and representations. Without limiting the foregoing, this License Agreement shall be deemed to supersede, for all purposes, any prior agreement between the Parties hereto which contemplates or has as its primary purpose the grant of a license to use the Marks in the Territory for the purposes stated in the Master Agreement.

B. This License Agreement may be executed in counterparts and each copy so executed will be deemed an original. A signature received via facsimile or electronically via e-mail will be as legally binding for all purposes as an original signature.

IN WITNESS WHEREOF, each of the Parties, by its duly authorized representative, has entered into this Agreement, manually or by electronic signature, as of the Effective Date.

ONE MEDIA PARTNERS, INC. AT&T INTELLECTUAL PROPERTY II, L.P. d/b/a

AT&T INTELLECTUAL PROPERTY, Through Its General Partner AT&T INTELLECTUAL PROPERTY, LLC

By: /s/ Robert J Wagner By : /s/ Jeanette Napp

Name: Robert J. Wagner Name: Jeanette Napp

Title: President & CEO Title: Principal – Intellectual Property Brand Contracts

Date: September 28, 2016 Date: September 28, 2016

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EXHIBIT A

Trademarks of AT&T

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EXHIBIT B

Trademarks of One Media Partners

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (“Agreement”) entered into as of December 22, 2017, by and among Fang Sun (“Seller”), the sole shareholder of Yinuo Technologies LTD, a Chinese Corporation having an address of Room 409-410, Building A, Peng Nian University City Science Park, 1213 Liu Xian Avenue, Nanshan District, Shenzhen, Guangdong, China (hereinafter “Yinuo”); OneLife Technologies Corporation, a Nevada Corporation having a business address of 5005 Newport Drive, Rolling Meadows, IL 60008 (“Buyer”); and Yinuo.

RECITALS

WHEREAS, Yinuo is a corporation incorporated pursuant to the laws of China; and

WHEREAS, Yinuo has authorized and issued 10,000 (Ten Thousand) shares of common stock, constituting its entire capitalization (cumulatively “Shares”, individually “Share”); and

WHEREAS, Seller owns all of the Shares; and

WHEREAS, in exchange for the consideration more fully set forth below, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the Shares;

NOW THEREFORE, in consideration of the promises, mutual covenants, representations, warranties and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

ARTICLE I - PURCHASE AND SALE OF STOCK

1.1 PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, and deliver to Buyer at the Closing all of the Shares. The closing shall be held upon the completion of (i) a formal Calculation Valuation and Appraisal Report and (ii) two years of audited financial statements audited by a Public Company Accounting Oversight Board registered and approved audit firm. The closing will be held at a mutually agreed upon location within the United States of America.

1.2 Purchase Price. Subject to the terms and conditions specified in this Agreement, Buyer shall purchase the Shares at Closing by paying a purchase price of 40,000,000 (Forty Million) shares of Buyer’s common stock (Ticker Symbol: OLMM) (“Stock”), and US$500,000 (Five Hundred Thousand United States Dollars).

1.3 Payment of Purchase Price. Payment of the purchase price shall be made as follows:

a. The delivery of US$500,000 (Five Hundred Thousand United Stated Dollars) cash which will be deposited into Buyer’s escrow account 10 days prior to the Closing Date; and

b. 40,000,000 (Forty Million) shares of Buyer’s common stock. All Stock transferred to Seller shall consist of post reverse-split common Shares. The Stock shall be delivered to Seller by issuing the Stock at closing and shall be duly registered. All Stock certificates shall record a restrictive ledger reflecting the respective restriction identified herein and shall be "free trading" shares after an initial twelve (12) month restriction period.

1.4 Employment agreements. Buyer and Seller will approve and execute employment agreements for the current management and employees of Yinuo listed in Exhibit A prior to the Closing.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(a) Organization in Good Standing. Yinuo is a corporation incorporated pursuant to, and currently in good standing under, the laws of China.

(b) Authorization. The Seller warrants:

i) That he is free to sell his Shares and is not subject to any shareholder agreement, or other document that would prevent him from selling his shares to the Buyer.

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ii) That the sale of Shares does not conflict with the provision of any charter document or by-law of Yinuo.

iii) That the Shares owned by Seller are duly issued, fully paid and non-assessable and are beneficially owned by the Seller. The Seller also warrants that the Shares he owns are free and clear of all liens, charges, burdens and encumbrances.

iv) The execution, delivery and performance by the Seller of this Agreement and the documents contemplated hereby and the consummation by Seller of the transactions contemplated hereby and thereby:

(1) Do not violate any law, regulation, order, judgment or decree by which Seller is bound; and

(2) Will not result in the creation of any lien, charge or encumbrance upon Yinuo.

(c) Consents. No consent or approval of, or other action by, any governmental body or agency is required in connection with the execution, delivery and performance by Seller of this Agreement or the transactions contemplated hereby, except such as shall duly have been obtained or taken on or before the Closing Date.

(d) Binding Obligation. This Agreement and the documents contemplated hereby evidence the legal, valid and binding obligations of Seller, enforceable in accordance with their terms.

(e) Title. Seller is the lawful owner of the Shares free and clear of any and all liens, pledges, conditional sales, options, or other title retention agreements, charges, restrictions and encumbrances of every kind and nature whatsoever (collectively, “Encumbrances”).

(f) Intellectual Property. The Seller represents that all Intellectual Property listed on Exhibit B, including web site domains, URLs, patents, patent pending applications, copyrights, trademarks, any other intellectual property of any kind, all claims for infringement, and all other assets and licenses of any kind owned by Seller relating to Yinuo are a part of this Agreement.

(g) Liabilities. The Buyer acknowledges that Yinuo is subject to certain liabilities. Said liabilities are identified on Exhibit C attached hereto. Buyer further acknowledges and agrees to purchase the Seller’s Stock subject to said liabilities and will assume the responsibility for satisfying said liabilities.

2.2 Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

(a) Organization in Good Standing. Buyer is a corporation duly organized pursuant to, and in good standing of Nevada, USA. Buyer has full corporate power to conduct its current and currently contemplated business and to enter into this Agreement.

(b) Authorization. The execution, delivery and performance by Buyer of this Agreement, the Stock, and the documents contemplated hereby and the consummation of the transactions contemplated hereby:

(i) have been duly authorized and approved by the Board of Directors of Buyer;

(ii) do not conflict with any provision of any charter document or by-law of Buyer; and

(iii) do not violate any law, regulation, order, judgment or decree by which Buyer is bound.

(c) Consents. No consent or approval of, or other action by, any governmental body or agency is required in connection with the execution, delivery and performance by Buyer of this Agreement or the transactions contemplated hereby, except such as shall have been duly obtained or taken on or before the Closing Date.

(d) Binding Obligation . This Agreement and the other documents contemplated hereby evidence the legal, valid and binding obligations of Buyer, enforceable in accordance with their terms.

ARTICLE III- CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions to Obligations of Buyer. The obligations of Buyer to complete the transactions provided for herein are subject to the satisfaction of or written waiver by Buyer of the following conditions:

(a) All of the representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date;

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(b) All the terms, covenants and conditions of this Agreement to be complied with or performed by Seller on or before the Closing Date shall have been duly complied with and performed;

(c) Seller shall have delivered to the Buyer at the Closing the appropriate instruments of transfer, conveyance, sale and assignment of the Shares;

(d) Seller shall have delivered to the Buyer a certificate, dated as of the Closing Date, confirming the matters set forth in Sections 3.1(a) and 3.1(b) hereof ;

3.2 Conditions to the Obligations of the Seller. The obligations of the Seller to complete the transactions provided for herein are subject to the satisfaction or written waiver by the Seller of the following conditions:

(a) All of the representations and warranties of Buyer in this Agreement shall be true and correct as of the Closing Date;

(b) All the terms, covenants and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date shall have been duly complied with and performed;

(c) Buyer shall have delivered to the Seller a certificate of one of its executive officers dated as of the Closing Date, confirming the matters set forth in Sections 3.2(a) and 3.2(b) hereof;

(d) Buyer shall have delivered to the Seller a certificate of Buyer’s Secretary as to:

(i) Resolutions adopted by the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and;

(ii) Incumbency of the officers of Buyer authorized to execute and deliver this Agreement and the other documents contemplated hereby;

(e) There shall not be pending or threatened any governmental action or any proceeding by or before any court or governmental body or agency which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

(f) Buyer shall have delivered to the Seller at the Closing the Stock certificate duly registered for the Shares of OLMM;

(g) Buyer shall release the cash included in the Purchase Price of US$500,000.00 (Five Hundred Thousand US Dollars) from the Buyer’s escrow account on the Closing Date into Seller’s designated account.

ARTICLE IV - ACTIONS AT CLOSING

4.1 Closing. Subject to the terms and conditions of this Agreement, the transactions contemplated hereby shall take place as specified in Section 1.1, or at such other time, date and/or place as Buyer and Seller may agree upon in writing. The date and time at which said Closing is required to take place under this Agreement is herein referred to as the “Closing” or the “Closing Date.”

ARTICLE V - POST CLOSING MATTERS

5.1 Covenant of Further Assurances. Seller and Yinuo shall, from time to time upon the request of Buyer, execute, acknowledge, seal and deliver all such instruments and documents, and do all such further things, as Buyer may reasonably request to perfect the transfer and delivery to Buyer of the Shares that are to be sold, transferred and assigned to Buyer under this Agreement.

5.2 Transition Cooperation. For a reasonable period of time after the Closing Date, the parties agree to cooperate, each with the other, to transfer and convey the Shares on the terms herein contained and to consummate the transaction in a manner that provides an uninterrupted transition of ownership.

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5.3 Nondisclosure. Each of the parties hereto hereby acknowledges that, during the course of negotiations for this Agreement, it has been exposed to, and upon the Closing Date, may continue to be exposed to certain information and data about the other party's sensitive information, including but not limited to intellectual property, customer lists, profit/loss statements, and assets and liabilities (hereinafter "Confidential Information"). The parties agree that they will not disclose any such Confidential Information to any third party and shall instruct their outside consultants, including, but not limited to, their accountants and attorneys, to refrain from disclosing the same; provided, however, that the provisions of this Section 5.3 shall not apply to any Confidential Information that is (1) already known to the receiving party at the time of receipt, (2) made public or otherwise made available without restriction by the party to which it pertains (or by sources related to that party), (3) is or becomes a matter of public knowledge through no fault of any part hereto, or (4) is required to be disclosed under applicable law, provided that reasonable measures are taken to ensure that any required disclosure is limited and that the other party is given such notice as is reasonably practicable of any required disclosure.

5.4 Books and Records. Prior to the Closing of this Agreement, Seller shall afford Buyer and their authorized representative(s) full access during normal business hours to examine Yinuo’s books and records as related to the operation of Yinuo prior to the Closing.

5.5 Board of Directors. The Parties agree that, from and after the Closing of this Agreement, the Yinuo Board of Directors shall consist of three Board Members, two (2) of which will be held by the Buyer. At the same time, Fang Sun will also be appointed to the Board of Directors of the Buyer (OLMM).

5.6 Public Entity/Working Capital. The Parties mutually agree that the Buyer will vend, transfer, or sell Yinuo into OLMM on the Closing date. Buyer agrees that it shall invest up to US$3,000,000 (Three Million United States Dollars) of working capital into the Yinuo operating account over a 6 month period following the Closing. Said $3,000,000 investment is not part of, and shall in no way be considered part of, the Purchase Price for Seller’s Stock

5.7 Signing of Agreement , Each page of this Agreement shall be initialed by Buyer and Seller in the lower right hand portion and the Signature page shall be signed by both the Buyer, Seller and Yinuo. The parties may execute this document counter-parts and facsimile copies of a party's signature shall be effective as if it were the original signature.

ARTICLE VI – MISCELLANEOUS

6.0 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing and shall continue in full force and effect for a period of two years following the Closing Date.

6.1 Amendment/Waiver. This Agreement may not be amended, modified or supplemented, and any obligation hereunder may not be waived, unless a written instrument consenting to such amendment, modification or waiver is executed by both parties hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach.

6.2 Failure to Exercise Rights. No failure on the part of any party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights and remedies provided by law.

6.4 Assignment. Neither Buyer nor Seller may assign or transfer any rights or obligations under this Agreement.

6.5 Notice. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, via regular mail, via express mail, via e-mail or via facsimile as follows:

If to Seller & Yinuo Technologies LTD

Yinuo: Attn: Fang Sun
Room 409-410, Building A, Peng Nian University City Science Park
1213 Liu Xian Avenue, Nanshan District, Shenzhen, Guangdong, China
Phone: (+86)139-1130-9434
Fax:

Email: sunfang@yinuocare.com

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If to Buyer: OneLife Technologies Corporation

Attn: Robert J. Wagner,

5005 Newport Drive

Rolling Meadows, IL 60008, USA
Voice: 630-699-1145
Fax: 630-566-3440

Email: rjwagner@onelifetc.com

or to such other address as either party shall specify in writing.

6.6 Public Disclosure. The parties will consult with respect to the appropriate public disclosure to be made with respect to the transactions contemplated hereby, and will make no such disclosure prior to such consultation, except as may be required by law or rules of applicable stock exchanges.

6.7 Miscellaneous. This Agreement (including all exhibits) constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, whether written or oral, between the parties in connection with said subject matter. Except as expressly set forth in this Agreement, Sellers make no other representations, warranties or covenants, express or implied, all of which are hereby disclaimed. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns. No third party is a beneficiary of this Agreement, and no rights or causes or action shall accrue to any third party from the terms of this Agreement. This Agreement is entered into, and shall be governed by and construed according to the laws of the State of Illinois, USA. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition; however, such unenforceability shall not invalidate the remaining provisions of this Agreement, or affect the validity or enforceability of such provision in any other jurisdiction. All Exhibits mentioned in this Agreement shall be attached to this Agreement, and shall form an integral part hereof at closing. All capitalized terms defined in this Agreement which are used in any Exhibit shall, unless the context otherwise requires, have the same meaning therein as given herein. This Agreement has been executed and delivered in and shall be deemed to have been made in Chicago, Illinois, USA. Seller and Buyer each agree to the exclusive jurisdiction of any court of competent jurisdiction located within Cook County, Illinois, USA, with respect to any claim or cause of action arising under or relating to: this Agreement; the transactions contemplated hereby or the other documents and instruments executed and delivered in connection herewith; and waive personal service of any and all process upon it, and consents that all services of process be made by registered mail, directed to it at its address as set forth in Section 6.6, and services so made shall be deemed to be completed when received. Seller and Buyer hereby submit to the personal jurisdiction of any such court, and each waive any objection based upon forum non conveniens and waive any objection to venue of any action instituted hereunder in a court located in Cook County, Illinois, USA. Nothing in this paragraph shall affect the right to serve legal process in any other manner permitted by law.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as an agreement under seal as of the date first above written.

Buyer: Seller:

By: /s/ Robert J Wagner By: /s/ Fang Sun

Name: Robert J. Wagner Name: Fang Sun

Title: President & CEO Title: Individual

Yinuo:

By: /s/ Fang Sun

Name: Fang Sun

Title: President & CEO

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Exhibit A

Management and Employee Employment Agreements

Sun, Fang, CEO

Yin, Jinghua, Director, Project Management

Zhu, Lingyan, Director of Business Management & Administration

Wang, Zhiqiang, Director of R&D

Xiao, Hua, Director of Production & Supply Chain Management

Zhang, Ruilin, Director of Medical Product Development

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Exhibit B

Intellectual Property – including Patents, Patents Pending, Copyrights and Trademarks

 Invention Patents (two patents in publicity): “A Method of Sensor Watch For Remote Acquisition And Monitoring Of Physiological Signs And States”.

 Appearance Patents (two): “ID Design For A Sensor Watch”. No.: ZL.2014.3.0050904.6

 Trademark.

 Multiple Copyrights (mobile medicare cloud server system and etc.).

 Multiple Copyrights (mobile medicare APPs for android and iOS system, and etc.).

 Certification (On Products):

 CTA (China Ministry of Information and Industry).

 3C ( China).

 FCC, CE (international market).

 Hi-tech Software Enterprises.

 Permit For Sales Of Medical Devices (Chinese FDA).

 Entitled with “National High-Tech Enterprises”.

 “High Tech Enterprises” By the City of Shenzhen.

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Exhibit C

Liabilities

Convertible debts of RMB3,000,000.00 (Three Millions in Chinese Currency) with 12% interest per annum for a two-year term. It will be matured by the end of July, 2018 to pay off the principal and the interest of the second year.

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Nevada	333-198068	N/A
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)