Exhibit 10.1
ESCROW AGREEMENT
This Escrow Agreement (the “Agreement”),
dated as of January 8, 2020 (the “Effective Date”), is entered into by and among Weyland Tech Inc., a Delaware
corporation (the “Parent”), Origin8, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (the
“Purchaser”), Push Holdings, Inc., a Delaware corporation (the “Seller”), ConversionPoint
Technologies, Inc., a Delaware corporation and the Seller’s sole stockholder (the “Sole Stockholder”),
and Colonial Stock Transfer Co. Inc. (the “Escrow Agent”). The Parent, the Purchaser, the Seller and the Sole
Stockholder are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
RECITALS
A. WHEREAS, the
Parties have entered into an Asset Purchase Agreement, dated as of December 16, 2019 (the “Purchase Agreement”),
pursuant to which Seller will sell substantially all of the assets used or held for use by the Seller in the conduct of its business
to Purchaser;
B. WHEREAS, capitalized
terms used but not otherwise defined herein shall have the same meanings ascribed to such terms as set forth in the Purchase Agreement
or Exhibit A hereto;
C. WHEREAS, in
connection with the transactions contemplated by the Purchase Agreement, the Parent will issue an aggregate of 35,714,285 shares
of common stock, $0.0001 par value per share (the “Common Stock”) of Parent to the Sole Stock Holder, of which
7,142,857 shares of Common Stock (the “Escrow Shares”) will be delivered to the Escrow Agent and be subject
to Holdback Milestones set forth on Exhibit A attached hereto (the “Holdback Milestones”);
D. WHEREAS, the
Escrow Shares shall be held by the Escrow Agent and shall constitute additional consideration to be earned by Sole Stockholder,
in accordance with the Holdback Milestones, subject to Parent’s funding of capital to Purchaser for use in the operation
of the Business, in an amount of $3,000,000 (less the Weyland Pre-Closing Advances) as set forth in Exhibit A.
E. WHEREAS, the
Parties desire that the Escrow Agent accept the Escrow Shares, plus any and all dividends and distributions thereon (the “Escrow
Property”), in escrow, to be held and disbursed as hereinafter provided;
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Appointment
of Escrow Agent. The Parties hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement,
and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.
2. Deposit
of Escrow Shares. On or before the date hereof, the Parent shall deliver to the Escrow Agent a certificate representing the
Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement.
3. Disposition
of Escrow. The Escrow Agent will hold the Escrow Property in escrow until authorized hereunder to release and deliver the Escrow
Property as follows:
3.1 Releases
of Escrow Shares Upon Achievement of Holdback Milestones.
(a) Within thirty
(30) days following the end of each of the Tier One Term, the Tier Two Term and the Tier Three Term (each, as defined in Exhibit
A, and each, a “Term”), Parent shall send a written notice to Escrow Agent (with a copy to Sole Stockholder
or its designee) certifying to the Escrow Agent, the number of Escrow Shares for the applicable Term that have been earned by Sole
Stockholder (a “Milestone Achievement Notice”). If Parent believes that not all Escrow Shares applicable to
a Term have been earned, the Milestone Achievement Notice shall include a calculation of EBITDA (as defined in Exhibit A)
and Gross Revenues (as defined in Exhibit A) for such Term, together with all applicable financial statements for such Term.
Upon receipt of a Milestone Achievement Notice pursuant to this Section 3.1(a), the Escrow Agent shall promptly, without
any further notice, action or deed, release and deliver to the Sole Stockholder or its designee, the number of Escrow Shares set
forth in the Milestone Achievement Notice, and the remaining Escrow Shares applicable to such Term shall remain in the Escrow.
(b) If Sole Stockholder,
in good faith, disputes the amount of Escrow Shares earned for any Term, the Sole Stockholder shall, within ten (10) days after
receipt of the applicable Milestone Achievement Notice, send notice of such dispute to the Parent (a “Milestone Dispute
Notice”). Parent and Sole Stockholder shall use commercially reasonable efforts and in good faith, attempt to resolve
such dispute within twenty (20) days after delivery of such Milestone Dispute Notice. If they are unable to resolve such dispute
within such twenty (20) day period, they shall promptly, and in any event, within thirty (30) days following receipt of a Milestone
Dispute Notice, commence the dispute resolution procedures set forth in Section 6 of this Agreement.
(c) If the Parent
fails to deliver a Milestone Achievement Notice within the thirty (30) day period set forth in Section 3.1(a) of this Agreement
and Sole Stockholder reasonably believes such Holdback Milestones have been met, Sole Stockholder shall be entitled to send a Milestone
Achievement Notice. Upon receipt of a Milestone Achievement Notice pursuant to this Section 3.1(c), the Escrow Agent shall
promptly, without any further notice, action or deed, release and deliver to the Sole Stockholder or its designee, the number of
Escrow Shares set forth in the Milestone Achievement Notice, and the remaining Escrow Shares applicable to such Term shall remain
in the Escrow.
(d) If Parent,
in good faith, disputes the amount of Escrow Shares earned for any Term as set forth in a Milestone Achievement Notice delivered
by Sole Stockholder pursuant to Section 3.1(c), the Parent shall, within ten (10) days after receipt of the applicable Milestone
Achievement Notice, send a Milestone Dispute Notice. Parent and Sole Stockholder shall use commercially reasonable efforts and
in good faith, attempt to resolve such dispute within twenty (20) days after delivery of such Milestone Dispute Notice. If they
are unable to resolve such dispute within such twenty (20) day period, they shall promptly, and in any event, within thirty (30)
days following receipt of a Milestone Dispute Notice, commence the dispute resolution procedures set forth in Section 6
of this Agreement.
3.2 Releases
of Escrow Shares as a Result of a Parent Default.
(a) Funding
Milestones. If the Parent does not infuse $1,000,000 in capital into the Purchaser, less the amount of any WEYL Pre-Closing
Advances (as defined in the Purchase Agreement), on or before January 31, 2020, or the Parent does not infuse an additional
$2,000,000 in capital into the Purchaser (for an aggregate of $3,000,000), on or before March 31, 2020 (in either case, a “Funding
Default”), within ten (10) days following such Funding Default, the Parent shall send a written notice to Escrow Agent
(with a copy to Sole Stockholder or its designee)(a “Funding Default Notice”) certifying to the Escrow Agent
that it is authorized to promptly release and deliver all 7,142,857 Escrow Shares to the Sole Stockholder or its designee.
(b) Material
Withdrawal. If Parent, at any time, prior to July 31, 2021, withdraws, in one or a series of installments, more than $100,000
of capital from the Purchaser or any of its subsidiaries (a “Withdrawal Default,” and sometimes together with
a Funding Default, a “Parent Default”), the Parent shall within ten (10) days after such Withdrawal Default,
send a written notice to the Escrow Agent (with a copy to Sole Stockholder or its designee) (a “Withdrawal Default Notice,”
and sometimes together with a Funding Default Notice, a “Default Notice”) certifying to the Escrow Agent that
it is authorized to promptly release and deliver to the Sole Stockholder, all Escrow Shares remaining in the Escrow, including,
all Catch Up Shares (as defined in Exhibit A) and all Clawback Shares (as defined in Exhibit A).
(c) Failure
of Parent to Deliver Notice. If the Sole Stockholder reasonably believes there is a Parent Default, and the Parent fails to
deliver a Default Notice to the Escrow Agent within the time periods set forth in this Section 3.2, Sole Stockholder may
deliver a Default Notice to the Escrow Agent (with a copy to Parent or its designee) certifying to the Escrow Agent that it is
authorized to promptly release and deliver to the Sole Stockholder, all Escrow Shares remaining in the Escrow, including, all
Catch Up Shares (as defined in Exhibit A) and all Clawback Shares (as defined in Exhibit A), in which case, the
Escrow Agent shall release and deliver all remaining Escrow Shares to the Sole Stockholder or its designee, unless the
Parent delivers a written notice of objection to Escrow Agent (with a copy sent to the Sole Stockholder or its designee) (a “Parent
Default Release Objection Notice”), within twenty (20) days after delivery by Sole Stockholder of such Default Notice.
The Parent Default Release Objection Notice shall specify in detail, the reasons for the objection, and include proof that there
has been no Parent Default.
(d) If Parent timely
provides a Parent Default Release Objection Notice, Parent and Sole Stockholder shall use commercially reasonable efforts and in
good faith attempt to resolve such dispute within twenty (20) days. If they are unable to resolve such dispute within such twenty
(20) day period, they shall promptly, and in any event, within thirty (30) days after receipt of the Parent Default Release Objection
Notice, commence the dispute resolution procedures set forth in Section 6 of this Agreement.
3.3 Return
of Catch Up Shares.
(a) If the EBITDA
and Gross Revenue milestones set forth in Section 2.E of Exhibit A are achieved (the “Catch Up Milestones”),
the Parent shall, on or before July 31, 2021, send written notice to the Escrow Agent (with a copy to the Sole Stockholder or its
designee)(a “Catch Up Release Notice”) certifying to the Escrow Agent that it is authorized to promptly release
and deliver all of the Catch Up Shares to the Sole Stockholder.
(b) If the Parent,
in good faith, believes that the Catch Up Milestones have not been achieved, the Parent shall nevertheless send a Catch Up Release
Notice to the Escrow Agent (with a copy to Sole Stockholder or its designee), which shall also include a calculation of EBITDA
and Gross Revenues for the Catch Up Term (as defined in Exhibit A), and all applicable financial statements for the Catch
Up Term, in which case the Escrow Agent shall release all of the Catch Up Shares back to the Parent, unless the Sole Stockholder
delivers a written of notice of objection to the Escrow Agent (with a copy sent to the Sole Stockholder or its designee) (a “Catch
Up Release Objection Notice”), within ten (10) days after delivery of such Catch Up Release Notice. The Catch Up Release
Objection Notice shall specify, in detail, the reasons for the objection.
(c) If Sole Stockholder
timely provides a Catch Up Release Objection Notice, Sole Stockholder and Parent shall use commercially reasonable efforts and
in good faith attempt to resolve such dispute within twenty (20) days. If they are unable to resolve such dispute within such twenty
(20) day period, they shall promptly, and in any event, within thirty (30) days after receipt of a Catch Up Release Objection Notice,
commence the dispute resolution procedures set forth in Section 6 of this Agreement.
(d) If the Parent
fails to deliver a Catch Up Release Notice to Escrow Agent (with a copy sent to the Sole Stockholder or its designee) on or before
August 1, 2021 and Sole Stockholder reasonably believes such Catch Up Milestones have been met, Sole Stockholder shall be entitled
to send a Catch Up Release Notice. Upon receipt of a Catch Up Release Notice pursuant to this Section 3.3(d), the Escrow
Agent shall promptly, without any further notice, action or deed, release and deliver to the Sole Stockholder or its designee,
the number of Catch Up Shares set forth in the Catch Up Release Notice, and the remaining Catch Up Shares back to the Parent.
(e) If Parent,
in good faith, disputes the amount of Catch Up Shares earned as set forth in a Catch Up Release Notice delivered by Sole Stockholder
pursuant to Section 3.3(d), the Parent shall, within ten (10) days after receipt of the applicable Catch Up Release Notice,
send a Catch Up Release Objection Notice. Parent and Sole Stockholder shall use commercially reasonable efforts and in good faith,
attempt to resolve such dispute within twenty (20) days after delivery of such Catch Up Release Objection Notice. If they are unable
to resolve such dispute within such twenty (20) day period, they shall promptly, and in any event, within thirty (30) days following
receipt of a Catch Up Release Objection Notice, commence the dispute resolution procedures set forth in Section 6 of this
Agreement.
3.4 Disposition
Dispute. If any Party has reasonable grounds to disagree with any calculation of the Escrow Property to be released to the
other Party pursuant to this Agreement, as set forth in a Parent Default Release Objection Notice, a Catch Up Release Objection
Notice or a Milestone Dispute Notice (each, an “Objection Notice”), and the Parties are unable to resolve such
dispute within the time periods set forth herein, such disagreement shall be resolved pursuant to the dispute resolution procedures
set forth in Section 6 of this Agreement.
3.5 No Discretionary
Authority. The Escrow Agent has no discretion with respect to, or duty to make any determination as to, whether a notice is
properly given, nor is the Escrow Agent required to review or evaluate, or be subject to, the Purchase Agreement, and any other
ancillary agreement, transaction or underlying document entered into in connection with the Purchase Agreement. The Escrow Agent
shall have no further duties hereunder after the disbursement of the Escrow Property in accordance with this Section 3.
4. Rights
of Sole Stockholder in the Clawback Shares.
4.1 Voting
and Other Stockholder Rights. The Sole Stockholder shall not have any voting rights or any other rights as a stockholder of
the Parent with respect to the Clawback Shares until such time as they are delivered to the Sole Stockholder in accordance with
Section 3 of this Agreement.
4.2 Adjustments
for Stock Splits, Reclassifications or other adjustment to Common Stock. The number of Clawback Shares (and the number of shares
to be released pursuant to any provision of this Agreement) will be adjusted to reflect any split, reverse split, reclassification
or other adjustment to the Common Stock of the Parent in the same manner as the number of issued and outstanding shares of Common
Stock are adjusted to reflect any such event.
4.3 Adjustments
for Mergers. If at any time after the date hereof there shall be a merger or consolidation of the Parent with or into another
corporation where the Parent is not the surviving corporation, then the Escrow Shares shall be replaced with amount of cash, or
the number of shares, other securities or property, as applicable, received from the successor corporation resulting from such
merger or consolidation, which would have been received by Sole Stockholder had the Escrow Shares been released prior to such merger
or consolidation.
4.4 Restrictions
on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the
Clawback Shares by the Parent or the Seller. Subject to the terms and conditions of the Purchase Agreement, during the Escrow
Period, the Parent shall not be permitted to redeem, substitute or replace the Clawback Shares without the Seller’s prior
written consent. During the Escrow Period, the Clawback Shares will be reflected on the books and records of the Parent as
issued but not outstanding shares.
5. Escrow
Agent Matters.
5.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith or for any mistake of fact
or law, or for any error of judgment, or for the misconduct of any employee, agent or attorney appointed by it, while acting in
good faith. The Escrow Agent shall be entitled to consult with internal or external counsel of its own selection and the opinion
of such counsel shall be full and complete authorization and protection to the Escrow Agent in respect of any action taken or omitted
by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including internal
or external counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein
contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.
5.2 Duties
Limited. The Escrow Agent: (i) is not responsible for the performance by the Parties of this Agreement, the Purchase Agreement,
or any ancillary document or agreement made in connection thereto, or for determining or compelling compliance therewith; and (ii)
is only responsible for holding the Escrow Property in escrow pending release thereof in accordance with Section 3 of this
Agreement. The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of
this Escrow Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow
Agent’s duties hereunder are purely ministerial and the Escrow Agent is not acting as a fiduciary to the Parties. The Escrow
Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including
any agreements which may be related to, referred to in or deposited with the Escrow Agent in connection with this Agreement.
5.3 Indemnification.
The Escrow Agent shall be indemnified and held harmless jointly and severally by the Parties from and against any expenses, including
counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Property held by it hereunder. In no event shall Escrow Agent be liable for special, indirect, consequential,
or punitive damages, or damages for lost profits. In the event of the receipt of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent, in its sole and absolute discretion, may take the actions set forth in Section
3.4 hereof with respect to the Escrow Property. The provisions of this Section 5.3 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.6 or 5.7 below. The Escrow Agent shall not incur any liability for
not performing or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of
the Escrow Agent (including but not limited to any act or provision of any present or future Law or Governmental Body or any act
of God or war).
5.4 Fees and
Expenses. The Parties shall be equally liable for the Escrow Agent’s reasonable out of pocket expenses incurred by Escrow
Agent in the performance of its duties hereunder. The out of pocket expenses shall be paid to the Escrow Agent from time to time
at its request. The escrow fee due to Escrow Agent for performance of the services herein shall be $2,000.
5.5 Further
Assurances. From time to time on and after the date hereof, the Parties shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure
itself that it is protected in acting hereunder.
5.6 Resignation.
The Escrow Agent shall have the right at any time to resign for any reason or no reason at all and be discharged of its duties
as Escrow Agent hereunder by giving written notice of its resignation to the parties hereto at least ten (10) calendar days prior
to the date specified for such resignation to take effect. All obligations of the Escrow Agent hereunder shall cease and terminate
on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Property, for a period
of ten (10) calendar days following the effective date of resignation, at which time:
(a) if a successor
escrow agent shall have been appointed and written notice thereof shall have been given to the resigning Escrow Agent by the Parties
hereto and the successor escrow agent, then the resigning Escrow Agent shall deliver the Escrow Property to the successor escrow
agent; or
(b) if a successor
escrow agent shall not have been appointed, for any reason whatsoever, the resigning Escrow Agent shall deliver the Escrow Property
to a court of competent jurisdiction in the county in which the Escrow Property is then being held, and take all necessary steps
to do so, and give written notice of the same to the Parties hereto.
5.7 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time jointly by the Parties; provided, that any notice of discharge must (i) direct the disposition of the Escrow
Property by Escrow Agent and (ii) include a full release of the Escrow Agent of all liability hereunder.
5.8 Conflicting
Demands. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions
with respect to the Escrow Property which, in its sole and absolute discretion, are in conflict either with other instructions
received by it or with any provision of this Agreement, the Escrow Agent shall have the absolute right to suspend all further performance
or that portion of further performance subject to such uncertainty under this Agreement (except for the safekeeping of the Escrow
Property) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s reasonable satisfaction
in accordance with Section 3 hereof; provided that if the Escrow Agent so suspends all or some portion of further performance
under this Agreement because of any such uncertainty, then the Escrow Agent shall use its commercially reasonable efforts to resolve
such uncertainty as soon as reasonably practicable so as to be able to resume such performance.
6. Dispute
Resolution. Sole Stockholder and Parent hereby agree that if they are unable to resolve within the time periods set forth herein,
any dispute with respect to the release of Escrow Property as set forth in an Objection Notice (a “Dispute”),
the following procedures shall apply:
(a) Dispute Resolution
Procedures. Either Party may within the time periods set forth herein, and with the cooperation of the other Party, request
that Haskell & White LLP (the “Independent Accountant”) review this Agreement, the disputed items, the applicable
Objection Notices, and all other notices provided by Parent, Sole Stockholder or Escrow Agent under this Agreement, and the financial
information related to Purchaser or otherwise applicable to the calculations provided for under Exhibit A. Each of the Parent
and the Sole Stockholder agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. The Parent
and the Sole Stockholder shall cooperate with the Independent Accountant and promptly provide all documents, financial and other
information requested by the Independent Accountant. In determining a resolution of the Dispute, the Independent Accountant shall
(i) act as an expert and not as an arbitrator and (ii) be empowered and authorized only to decide those items or amounts to which
the Parent and Stockholder disagree in their Objection Notices, subject to amendments to the same to the extent such amendments
have been approved by the other Party in writing, which approval shall not be unreasonably withheld. The Independent Accountant
shall deliver to the Parent and the Sole Stockholder, as promptly as practicable (but in any case no later than thirty (30) days
from the date of engagement of the Independent Accountant), a written report (the “Independent Report”) setting
forth its calculation of the Escrow Property to be released to Sole Stockholder, or in the event of a dispute pursuant to Section
3.3 of this Agreement, whether the Catch Up Shares are to be released to the Sole Stockholder or the Parent, in either case,
based solely (and not based, in whole or in part, on any independent investigation) on (A) the definitions and other applicable
provisions of this Agreement and Exhibit A, (B) a single written presentation submitted by each of the Parent and the Sole
Stockholder, which may be modified from time to time by mutual approval of Parent and Sole Stockholder, which in either case, shall
not be unreasonably withheld, during the course of the Independent Account’s review, as applicable (which presentations and
modifications the Independent Accountant shall be instructed to distribute to the Parent and the Sole Stockholder upon receipt
of both such presentations or any such modifications) and (C) one written response of each of the Parent and the Sole Stockholder
to each such presentation so submitted (which the Independent Accountant shall be instructed to distribute to the Parent and the
Sole Stockholder upon receipt of such responses). In resolving the Dispute and the amounts of the applicable Escrow Property to
be released to Sole Stockholder, the Independent Accountant shall be bound by the provisions of this Agreement (and not by independent
review). The Independent Accountant’s report, absent manifest error, shall be final, conclusive and binding upon the Parent
and the Sole Stockholder, shall be deemed a final award that is binding on the Parent and the Sole Stockholder, and none of the
Parent nor the Sole Stockholder shall seek further recourse to courts or other tribunals, other than to enforce the determination
of the Independent Report, in which case, the party seeking such enforcement shall be entitled to recover from the other party
its reasonable attorney’s fees and costs in connection with seeking such enforcement. Judgment may be entered to enforce
such report in any court of competent jurisdiction. The fees and expenses of the review and report by the Independent Accountant
shall be borne by the Party or Parties as determined by the Independent Accountant, based on the relative merits of their respective
positions in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate
allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be
determined by the Independent Accountant at the time of the determination of such Independent Accountant is rendered on the merits
of the matters submitted. The fees and disbursements of the representatives of each Party incurred in connection with the preparation
or review of any Objection Notice, as applicable, shall be borne by such Party.
(b) Disposition
of Escrow Property Upon Resolution of a Dispute. Upon resolution of any Dispute by the Independent Accountant, Sole Stockholder
or Parent shall promptly deliver the Independent Report to the Escrow Agent, certifying to the Escrow Agent that it is authorized
to promptly release and deliver, or to continue to hold, as applicable, the applicable Escrow Property subject to such Dispute,
in accordance with the determination set forth in the Independent Report. Upon the resolution of any Dispute by the Stockholder
and the Parent, without the Independent Accountant, the Parent and the Stockholder shall promptly deliver joint written instructions
to the Escrow Agent, directing the Escrow Agent to promptly release or continue to hold, as applicable, the applicable Escrow Property
subject to such Dispute, in accordance with such joint written instructions.
7. Miscellaneous.
7.1 Successors
and Assigns. The covenants and agreements set forth herein shall be binding upon, and shall inure to the benefit of, the respective
successors and assigns of the Parties.
7.2 Governing
Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York, without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal
laws of the State of New York to the rights and duties of the parties. In the event that any dispute between the Parties should
result in litigation, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees,
costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees
and expenses.
7.3 Notices.
All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be
deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service
(costs prepaid), or (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment confirmed with
a copy delivered as provided in clause (a), in each case to the following addresses, facsimile numbers or e-mail addresses and
marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address
or person as a party may designate by notice to the other parties):
The Seller and the Sole Stockholder:
ConversionPoint Technologies, Inc.
18400 Von Karman Avenue, Suite 1000
Irvine, CA. 92612
Attention: Raghunath N. Kilambi, Director
E-mail address: [*****]
with a mandatory copy to (which copy shall not constitute
notice):
Alliance Legal Partners, Inc.
[*****]
[*****]
Attention: Jeffrey Marks
E-mail address: [*****]
The Purchaser and Parent:
Weyland Tech, Inc. and Origin8, Inc.
85 Broad Street, 16-079
New York, NY 10004
Attention: Brent Suen, CEO
E-mail address: [*****]
with a mandatory copy to (which copy shall not constitute
notice):
Procopio, Cory, Hargreaves & Savitch LLP
[*****]
[*****]
Attention: Christopher L. Tinen, Esq.
E-mail address: [*****]
The Escrow Agent:
Colonial Stock Transfer Co., Inc.
[*****]
[*****]
Attention: Jason Carter
Email address: [*****]
7.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.
7.5 Entire
Agreement; Amendments. This Agreement, together with the documents referenced herein and therein, and the attached Exhibit
A constitute the entire agreement between the Parties, and supersede any and all prior agreements, whether written or oral,
with respect to the subject matter hereof. No amendment, modification or waiver of any of the provisions of this Assignment will
be valid unless set forth in a written instrument signed by the party to be bound. To the extent the terms and conditions of this
Agreement or Exhibit A, conflict with the terms and conditions of the Purchase Agreement or any other agreement, the terms
and conditions set forth in this Agreement and Exhibit A, shall govern.
7.6 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement. This Agreement may be signed and delivered by electronic means or means of a PDF or facsimile
machine and any such delivery shall be treated in all manner and respects as an original contract and shall be considered to have
the same binding legal effect as if it were the original signed version thereof delivered in person.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed
this Escrow Agreement as of the date first written above.
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PURCHASER:
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ORIGIN8, INC.
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By:
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/s/ Brent Y. Suen
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Name:
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Brent Y. Suen
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Title:
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CEO
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PARENT:
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WEYLAND TECH INC.
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By:
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/s/ Brent Y. Suen
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Name:
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Brent Y. Suen
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Title:
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CEO
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SELLER:
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PUSH HOLDINGS, INC.
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By:
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/s/ Haig Newton
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Haig Newton, CEO
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SOLE STOCKHOLDER:
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CONVERSIONPOINT TECHNOLOGIES, INC.
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By:
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/s/ Haig Newton
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Haig Newton, CEO
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ACKNOWLEDGED AND AGREED TO BY:
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ESCROW AGENT:
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COLONIAL STOCK TRANSFER CO., INC.
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By:
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/s/ Jason Carter
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Name:
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Jason Carter
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Title:
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VP Sales
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EXHIBIT A
HOLDBACK MILESTONES
[See Exhibit 2.3(b)]
- 12 -
Exhibit 99.1
Weyland Tech
Completes Acquisition of Push Interactive eCommerce Platform, Sets Stage for U.S. Launch of CreateApp for SMBs Nationwide
New York, NY – January 9, 2020 – Weyland Tech,
Inc. (OTCQX: WEYL), a leading global Platform-as-a-Service (PaaS) provider of mCommerce and fintech business enablement solutions,
has completed the acquisition of the assets and operations of Push Holdings from ConversionPoint Technologies (CPT) per the definitive
asset purchase agreement announced in December.
Weyland acquired Push to support the launch of its CreateApp mCommerce
and mobile fintech solutions in North America, as well as additional eCommerce products and services globally. The acquisition
is expected to be accretive to earnings in the first full calendar quarter as part of Weyland.
The new revenue streams and synergistic product offerings contributed
by Push, along with its support of Weyland’s CreateApp U.S. market launch, are expected to help drive more than 100% overall
top-line growth for the combined companies in 2020.
Weyland reported last fall trailing 12-month recurring revenues
of more than $32 million, with Push recently reporting that it has sustained a significant return to growth in the second half
of 2019, ending the year at a nearly $12 million annual run-rate, up more than 300% since mid-year.
The acquired assets and operations of Push Holdings are
primarily comprised of the eCommerce technology company, Push Interactive, which has 20 full-time employees headquartered in Minneapolis,
Minn. The Push Interactive direct-to-consumer eCommerce platform provides an end-to-end solution for SMBs and major brands. It
allows these organizations to dramatically increase online revenue while lowering the cost of customer acquisition and order fulfillment.
“Push is a transformative acquisition in many ways,
which we expect to drive global market expansion and strong revenue growth,” said Weyland Tech CEO, Brent Suen. “Push’s
eCommerce platform is highly synergistic to our mCommerce technologies, particularly with CreateApp and AtozGo. Our respective
offerings are both mobile-friendly and provide complementary products and services, which can be seamlessly integrated into
a single platform.”
The integration of the two platforms is expected to enhance
the overall value proposition for existing and prospective customers. Initial cross-selling opportunities include CreateApp and
AtozPay supporting U.S.-based projects and campaigns for Push’s current enterprise customers.
“Right from the start, we recognized powerful synergies
in our respective technologies and corporate missions,” said Push Holdings co-founder, CEO and president, Haig Newton. “As
a combined force, we will be able to better assist businesses and brands reach more customers, increase sales, and promote their
products and services in an easier, more affordable and more highly efficient way.”
Push has provided Weyland a well-established beachhead
in North America, allowing Weyland to attract new users to CreateApp and AtozPay more quickly and cost efficiently. Previously,
U.S. customer acquisition costs for CreateApp were estimated at $2-$3 per dollar generated, which made the market entry economically
unfeasible. By leveraging Push’s highly effective marketing technology and operational resources, U.S. customer acquisition
cost is expected to drop to as little as $0.30 per dollar generated.
CreateApp requires literally no technical understanding or skills
in app design for anyone to build a full-featured custom app in less than two hours. CreateApp is a Shopify-like solution for mobile
that enables businesses and brands to establish a mCommerce presence in an intuitive, do-it-yourself fashion. Push Interactive’s
chief technology officer, Tom Furukawa, noted: “By layering on our Push platform, CreateApp users gain a fully end-to-end
mCommerce solution supported by our team of expert digital media marketers. We believe we can enhance visibility, customer traffic
and ultimately conversions more easily and cost effectively than other competitive options.”
As part of a public company, Weyland’s new Push subsidiary
gains easier access to growth capital and is better able to attract employee talent. Push plans to leverage the cost efficiencies
and diverse capabilities of Weyland’s 200-person technology and software development team in Jaipur, India, while Weyland
gains many years of technical and software development expertise from the Push team.
Weyland still plans to launch CreateApp in the U.S. in the current
calendar quarter. The North American market is expected to support a higher price point for subscription fees versus the company’s
current market in Southeast Asia. A comparative revenue model of a U.S. industry peer supports 96,000 users at $300 each per month.
This compares to the current CreateApp subscription model for Southeast Asia priced at only $12-$80 per month, depending on optional
features implemented.
Added Suen: “Our earlier work with Push to introduce CreateApp
in the U.S. led to this strategic acquisition. So, we have already made strong progress towards its planned U.S. launch in the
coming weeks. eCommerce is becoming increasingly mobile in the U.S., creating a huge new market opportunity for CreateApp and AtozPay.”
Additional details about the definitive asset purchase agreement
are provided in a Form 8-K, available at www.sec.gov and the investor relations section of Weyland Tech’s website at weyland-tech.com.
About Push Interactive
The Push platform features comprehensive
customer acquisition capabilities, highly productive media and channel strategies, well-tuned product promotion and messaging,
and sales funnel development and optimization. Post-sale, Push supports fulfillment, customer relationship management, and further
monetization through re-engagement and remarketing toolsets that enhance customer lifetime value (LTV). Push developed these SaaS-based
solutions in-house, with more than $10 million invested in platform development and eight years of real-world use. For more information
about Push Interactive, visit www.pushint.com.
About Weyland Tech
Weyland Tech is a developer and global provider of mobile business
software applications. The company operates its CreateApp™ platform-as-a-service (PaaS) across three continents and 10 countries,
including some of the fastest-growing emerging markets in Southeast Asia. The platform provides a mobile presence for small-and-medium
sized businesses (SMBs) that is supported locally by distributor partnerships.
Offered in 14 languages with more than 70 integrated modules, CreateApp
enables SMBs to create and deploy native mobile applications for Apple iOS and Google Android without technical knowledge or background.
The technology empowers SMBs to increase sales, reach more customers, manage logistics, and promote their products and services
in an easy, affordable and highly efficient way.
The company’s subsidiary, Weyland Indonesia Perkasa (WIP),
operates AtozPay™ and AtozGo™. The AtozPay mobile payments platform serves the burgeoning mCommerce and e-Payment markets
in Indonesia, the world’s fourth most populous country. AtozGo is a fast-growing short-distance food delivery service operated
in Jakarta, Indonesia.
For more information, visit weyland-tech.com.
Important Cautions Regarding Forward Looking Statements
This release contains certain “forward-looking statements”
relating to the business of the Company. All statements, other than statements of historical fact included herein are “forward-looking
statements” including statements regarding: the ability of the Company to successfully integrate Push, the continued growth
of the eCommerce segment and the ability of the Company to continue its expansion into that segment; the ability of the Company
to attract customers and partners and generate revenues; the ability of the Company to successfully execute its business plan;
the business strategy, plans, and objectives of the Company; and any other statements of non-historical information. These forward-looking
statements are often identified by the use of forward-looking terminology such as “believes,” “expects”
or similar expressions and involve known and unknown risks and uncertainties. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these
expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak
only as of the date of this news release. The Company’s actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic
reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking
statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors.
Other than as required under the securities laws, the Company does not assume any duty to update these forward-looking statements.
Company Contact
Brent Suen, CEO
Weyland Tech Inc.
Email contact
Media & Investor Contact
Ronald Both or Grant Stude
CMA
Tel (949) 432-7566
Email Contact