Exhibit 10.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

between

JX LUXVENTURE LIMITED

and

SHENZHEN ZHONGJIYINGFENG INVESTMENT CO., LTD.

Dated as of October 19, 2022

TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2022, between JX Luxventure Limited, a company organized under the laws of the Republic of the Marshall Islands (the “Seller”), and Shenzhen Zhongjiyingfeng Investment Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Purchaser”).

WHEREAS, the Seller owns all the issued and outstanding common shares, par value $1.00 per share (the “Common Shares”), of Hongri International Holdings Limited, a company formed under the laws of the British Virgin Islands (“Hongri”); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase and accept from the Seller, the Common Shares, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. For purposes of this agreement:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Business Day” means any day that is not a Saturday, a Sunday, or any other day on which banks are required or authorized by law to be closed in the People’s Republic of China.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and Tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Governmental Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Law” means any federal, national, foreign, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) or a legally binding directive of, or issued by, a Governmental Authority.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Seller Bank Account” means a bank account to be designated by the Seller in written notice to the Purchaser at least one Business Day prior to the first payment by the Purchaser to the Seller pursuant to the Promissory Note.

“Tax” means any and all income, capital, capital gains, franchise, windfall profits, transfer, stamp, property, excise, net worth and similar taxes, fees, levies, duties, tariffs and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority.

“Tax Return” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information, returns, or attachments thereto) required to be filed with a Governmental Authority, or provided for under applicable Law, with respect to Taxes.

SECTION 1.03. Interpretation and Rules of Construction.

(a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;

(ii) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

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

(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;

(viii) references to a Person are also to its successors and permitted assigns;

(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(x) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Common Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser the Common Shares, and the Purchaser shall purchase and accept the Common Shares.

SECTION 2.02. Purchase Price. The purchase price for the Common Shares shall be $10,000,000 (the “Purchase Price”). The entire Purchase Price shall be payable to the Seller pursuant to the terms of a promissory note as set forth below, such promissory note to be secured by a Pledge and Security Agreement (the “Pledge and Security Agreement”).

SECTION 2.03. Promissory Note.

A 5% secured promissory note shall be issued at the Closing by the Purchaser to the Seller in the principal amount of $10,000,000 (the “Promissory Note”). The Promissory Note shall provide for, among other things, a term and amortization period of twenty-four (24) months, with payments be made in the following installments:

(a) The first installment payment of $1,000,000 plus any accrued interest shall be made on or before November 19, 2022;

(b) The second installment payment of $2,000,000 plus any accrued interest shall be made on or before April 19, 2023;

(c) The third installment payment of $3,000,000 plus any accrued interest shall be made on or before April 19, 2024; and

(d) The fourth and final installment of $4,000,000 plus any accrued interest shall be made on or before October 19, 2024.

The Promissory Note shall accrue interest at a fixed rate of 5% per annum and allow for prepayment without any penalty. As security for the performance of the Promissory Note, the Purchaser hereby grants to the Seller a continuing security interest in any and all right, title and interest in the Common Shares, and further irrevocably pledges to the Seller the Common Shares pursuant to the terms of the Pledge and Security Agreement to be entered into at the Closing. The Purchaser and the Seller hereby acknowledge and agree that the security interest created thereby in the Common Shares constitute continuing collateral security for all of the obligations under the Promissory Note, whether now existing or hereafter arising.

SECTION 2.04. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Common Shares contemplated by this Agreement is taking place remotely, by electronic exchange of documents, at a closing (the “Closing”) or, if or to the extent such an exchange is not practicable at the offices of the Crone Law Group P.C. in New York, New York, simultaneously with the execution of this Agreement.

SECTION 2.05. Deliveries by the Seller. Simultaneously with the execution of this Agreement, the Seller shall deliver or cause to be delivered to the Purchaser:

(a) duly executed counterparts to the Pledge and Security Agreement;

(b) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller, a majority of the shareholders of the Seller, and the sole shareholder of Hongri, evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby; and

(c) a certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement.

SECTION 2.06. Deliveries by the Purchaser. Simultaneously with the execution of this Agreement, the Purchaser shall deliver to the Seller:

(a) the duly executed Promissory Note;

(b) duly executed counterparts to the Pledge and Security Agreement;

(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser, and, if required by applicable law, a resolution by the Purchaser’s shareholders, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby; and

(d) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLER

As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows:

SECTION 3.01. Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and its stockholders. This Agreement has been duly executed and delivered by the Seller, and assuming due authorization, execution and delivery by the Purchaser this Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

SECTION 3.02. Capitalization. None of the issued and outstanding Common Shares was issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Common Shares or obligating either the Seller or Hongri to issue or sell any Common Shares, or any other interest in, Hongri. The Common Shares constitute all of the issued and outstanding capital stock of Hongri and are owned of record and beneficially by the Seller free and clear of all Encumbrances. Upon consummation of the transaction contemplated by this Agreement and registration of the Common Shares in the name of the Purchaser in the stock records of Hongri, the Purchaser, assuming it shall have purchased the Common Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of Hongri free and clear of all Encumbrances. Upon consummation of the transaction contemplated by this Agreement, the Common Shares will be fully paid and nonassessable. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Common Shares.

SECTION 3.03. No Conflict. Assuming compliance with and obtaining of all filings, notifications, consents, approvals, authorizations and other required actions except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance by the Seller of this Agreement will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of the Seller or Hongri (b) conflict with or violate any material Law or Governmental Order applicable to the Seller or Hongri or any of their respective assets, properties or businesses, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Common Shares or any of the assets of the Seller or Hongri pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Hongri is a party or by which any of the Common Shares or any of such assets or properties is bound or affected, except to the extent that such conflicts, breaches, defaults or other matters would not (i) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transaction contemplated by, this Agreement or (ii) adversely affect the ability of Hongri to conduct its business.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows:

SECTION 4.01. Organization, Authority and Qualification of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its stockholders. This Agreement has been duly executed and delivered by the Purchaser, and assuming due authorization, execution and delivery by the Seller this Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

SECTION 4.02. No Conflict. Assuming compliance with and obtaining of all filings, notifications, consents, approvals, authorizations and other required actions except as may result from any facts or circumstances relating solely to the Seller, the execution, delivery and performance by the Purchaser of this Agreement will not (a) violate, conflict with or result in the breach of any provision of the articles of incorporation of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, which would adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transaction contemplated by this Agreement.

SECTION 4.03. Governmental Approval. The execution, delivery and performance by the Purchaser of this Agreement does not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority.

SECTION 4.04. Investment Purpose. The Purchaser is acquiring the Common Shares solely for the purpose of investment and not with a view to or for offer or sale in connection with any distribution there of other than in compliance with all applicable laws, including United States federal securities laws.

SECTION 4.05. Sufficiency of Funds; Financial Solvency. The Purchaser is not entering into the arrangements contemplated by this Agreement, the Promissory Note, or the Pledge and Security Agreement with intent to hinder, delay or defraud its present or future creditors. The Purchaser has not filed and does not intend to file any bankruptcy petition or application for receivership.

SECTION 4.06. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Confidentiality and Non-Solicitation. The Purchaser shall use their reasonable best efforts and cause its respective Affiliates, officers, directors, employees, consultants, advisors and agents to use their respective reasonable best efforts to treat as confidential and hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of Law, and after prior written notice to the Seller, all confidential information of the Seller, as the case may be, that is made available in connection with this Agreement, and will not release or disclose such confidential information to any other Person, except to their respective auditors, attorneys, financial advisors and other consultants, agents, and advisors in connection with this Agreement. From and after the Closing and until the third anniversary of the Closing, neither the Purchaser or any of its Affiliates shall directly or indirectly solicit, hire, or recruit for their own benefit or the benefit of any other Person, or attempt to solicit, hire, or recruit, any employee of the Seller, or induce any employee of the Seller to terminate their employment. This non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, and social media, and any other social media platform, whether or not in existence as of the date hereof.

(b) From and after the Closing and until the third anniversary of the Closing, the Seller shall, and shall cause their respective Affiliates to, hold, and shall use its reasonable best efforts to cause its or their representatives to, hold in confidence any and all non-public or otherwise confidential information, whether written or oral, concerning the business of Hongri. In the event that the Seller, or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such confidential information, the Seller shall provide notice to the Purchaser in writing regarding the disclosure of such information and use its commercially reasonable efforts to obtain any appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. In the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.01, the Seller shall furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information.

SECTION 5.02. Tax and Financial Statement Cooperation and Exchange Information. Following the Closing, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes relating to the sale and transfer of the Common Shares or Hongri. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 5.02. Each of the Seller and the Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Common Shares or Hongri for any taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate; or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

(b) Following the Closing, the Purchaser shall cooperate with the Seller in connection with the Seller’s preparation of financial statements, and, if necessary, any audits of the financial performance of Hongri and any of its subsidiaries, for all periods required in connection with the Seller’s reporting obligations under the United States securities laws. Such cooperation shall include, providing full access to the books and records of Hongri and any of its subsidiaries, any work papers generated in connection therewith, Hongri’s personnel, outside auditors, and assisting the Seller in obtaining any required consent of such outside auditors in connection with the Seller’s reporting obligations under the United Stated securities laws.

SECTION 5.03. Procedures for Assets Not Transferred.

(a) Notwithstanding anything to the contrary contained in this Agreement, if after the Closing Date, any assets, including intellectual property, tangible property, or contracts, that are material to the conduct of business of Hongri are not transferable to the Purchaser without the consent or approval of any Governmental Authority or a third party, and such consent or approval has not been obtained or such other requirement has not been satisfied on or prior to the Closing Date, then this Agreement shall not constitute an assignment, transfer or assumption thereof (or obligation to assign, transfer or assume), unless and until such consent or approval has been obtained or such other requirement has been satisfied.

(b) Until such time as (i) a consent, approval or other requirement referred to in Section 5.03(a) is obtained or satisfied, as applicable; or (ii) it has become reasonably apparent that such consent, approval or other requirement is not likely to be obtained or satisfied, as applicable, each party hereto shall, and shall cause its Affiliates to, (A) use commercially reasonable efforts and cooperate with the other party hereto to obtain such consent or approval or to satisfy such other requirement as soon as practicable after the Closing; (B) cooperate in any reasonable and lawful arrangement designed to provide such benefits of such assets to the Purchaser; and (C) use commercially reasonable efforts to cooperate in any reasonable and lawful arrangement designed to procure that the burden of any related liabilities shall be borne by the Purchaser. This Section 5.03(b) shall not apply with respect to contracts, which are the subject of Section 5.03(c).

(c) Notwithstanding anything to the contrary in this Agreement, if the benefit of a contract material to the conduct of Hongri’s business cannot be transferred to the Purchaser except by an assignment or novation made with the consent or approval of a Governmental Authority or a third party this Agreement does not constitute an assignment or an attempted assignment of (or obligation to assign) such contract if the assignment or attempted assignment without first obtaining such consent or approval would constitute a breach of such contract. From and after the Closing, each party hereto, shall use commercially reasonable efforts to obtain such consent or approval to the assignment or novation. In the case of requests by third parties that the Purchaser or one of its Affiliates give a guarantee in connection with any such assignment or novation to an Affiliate of the Purchaser, the Purchaser or one of its Affiliates will give such guarantee. Until any such consent or approval is obtained or until agreement to any such assignment or novation is reached, each party hereto shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate in any reasonable and lawful arrangement designed to provide to the Purchaser, from or after the Closing, the benefit and the burden of such contract. Upon any consent or approval being obtained or agreement to any assignment or novation being achieved, the parties hereto shall, or shall procure that their respective Affiliates shall, assign or enter into an assignment or novation agreement covered by such consent or approval in respect of such contract. Each of the parties hereto shall not, and shall cause each of its Affiliates not to, refuse to enter into such assignment or novation agreement or other arrangement for any reason, including that the Purchaser is able to obtain terms more favorable than those set forth in such contract.

(d) If after the Closing Date, any assets, including intellectual property, tangible property, or contracts, that are material to the conduct of business of Hongri have not been transferred to the Purchaser because they are held in the name of the Seller, but do not require the consent of any Governmental Authority or a third party, the Seller shall cooperate in any reasonable and lawful arrangement with the Purchaser to transfer such material asset.

SECTION 5.04. Sufficiency of Funds. The Purchaser has sufficient assets (or the ability to call sufficient capital from its equity holders) and the financial capability to, or, from and after the Closing Date, will have the financial resources and capabilities to, fully perform its obligations under this Agreement, including the ability to fully pay the Purchase Price, and will have available sufficient cash and cash equivalents and other sources of immediately available funds to make the Purchase Price installment payments when due as required under Section 2.03.

SECTION 5.05. Evidence of Share Transfer. As soon as practicable after the date hereof, the Seller shall deliver copies of the instrument of transfer or other required documentation evidencing the transfer of the Common Shares, subject to the Seller’s security interest in the Common Shares, in book entry form to the Purchaser.

ARTICLE VI

INDEMNIFICATION

SECTION 6.01. Survival of Representations, Warranties and Covenants. The representations and warranties of the Purchaser contained in this Agreement or in any certificates delivered pursuant to this Agreement shall survive the Closing until the purchase price is paid in full pursuant to the Promissory Note or for a period of twelve (12) months after the Closing, whichever period is longer, provided, however, that any claim made with reasonable specificity by the Seller when seeking to be indemnified within the time period set forth in this Section 6.01 shall survive until such claim is finally resolved. The representations and warranties of the Seller contained in this Agreement or in any certificates delivered pursuant to this Agreement shall terminate as of the Closing. None of the covenants or agreements contained in this Agreement shall survive the Closing other than those which by their terms contemplate performance after the Closing and such surviving covenants and agreements shall survive the Closing only until the expiration of the term of the undertaking set forth in such covenants and agreements.

SECTION 6.02. Indemnification by the Purchaser. The Seller, its officers, directors, employees and agents (each a “Seller Indemnified Party”) shall from and after the Closing be indemnified and held harmless by the Purchaser for and against any and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement, (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement, or (c) the assets, the operations, or the financial condition of the business of, or any direct or indirect liabilities of or relating to, Hongri or any of its subsidiaries, whether arising before or after the Closing.

SECTION 6.03. Limitations on Indemnification. (a) No claim may be asserted nor may any Action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 6.01.

(b) Notwithstanding anything to the contrary contained in this Agreement, after the Closing, none of the parties hereto and none of their respective Affiliates shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, regardless of whether such damages were foreseeable.

(c) For all purposes of this Article VI, “Losses” shall be net of any recovery or benefit (including insurance) payable to the Seller Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification and, if the Seller Indemnified Party or any of its Affiliates receives such recovery or benefit after receipt of payment from the Purchaser, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be paid to the Purchaser. No Seller Indemnified Party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter.

SECTION 6.04. Notice of Loss; Third-Party Claims. (a) A Seller Indemnified Party shall give the Purchaser notice in reasonable detail of any matter which a Seller Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

(b) If a Seller Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it (each, a “Third-Party Claim”), which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice (or within such shorter period as may be required to permit the Purchaser to respond to any such claim), the Seller Indemnified Party shall give the Purchaser notice of such Third-Party Claim together with copies of all notices and documents served on or received by the Seller Indemnified Party in respect thereof. The Purchaser shall be entitled to assume and control the defense of such Third -Party Claim at its expense and through counsel of its choice, if it gives notice of its intention to do so to the Seller Indemnified Party within thirty (30) days of the receipt of such notice from the Seller Indemnified Party, it being understood that such election shall be without prejudice to the rights of the Purchaser to dispute whether such claim involves recoverable or indemnifiable Losses under this Article VI. If the Purchaser elects to undertake any such defense against a Third-Party Claim, the Seller Indemnified Party may participate in such defense at its own expense. The Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Seller Indemnified Party’s expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party’s possession or under the Seller Indemnified Party’s control relating thereto (or in the possession or control of any of its representatives) as is reasonably requested by the Purchaser or its counsel. If the Purchaser elects to direct the defense of any such Third-Party Claim, the Seller Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless (i) the Purchaser consents in writing to such payment; (ii) the Purchaser withdraws from the defense of such Third-Party Claim; or (iii) a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Seller Indemnified Party for such Third-Party Claim. If the Seller Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 6.04 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Seller Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such Third-Party Claim. The Seller Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Purchaser’s prior written consent. The Purchaser shall have the right to settle any Third-Party Claim for which it obtains a full release of the Seller Indemnified Party in respect of such Third-Party Claim or to which settlement the Seller Indemnified Party consents in writing, such consent not to be unreasonably withheld or delayed.

SECTION 6.05. Remedies . Each of the parties hereto acknowledges and agrees that following the Closing, other than as provided in Section 7.07 and except with respect to claims for fraud, the indemnification provisions of this Article VI shall be the sole and exclusive remedies of the parties hereto for any breach of the representations and warranties contained in this Agreement and for any failure to perform and comply with any covenant or agreement in this Agreement.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01. Further Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transaction contemplated hereby.

SECTION 7.02. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transaction contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

SECTION 7.03. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03):

JX Luxventures Limited

Attention: Sun Lei, Chief Executive Officer

E-mail:                                               

with a copy to:

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446,

New York, NY 10170

Attention: Tammara Fort, Esq.

E-mail: tfort@cronelawgroup.com

Shenzhen Zhongjiyingfeng Investment Co., Ltd.

Attention: Fang Kai

E-mail:                              

SECTION 7.04. Entire Agreement. This Agreement, the Promissory Note, and the Pledge and Security Agreement constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, including the Memorandum of Understanding, dated October 10, 2022, between the Seller and the Purchaser, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 7.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to any choice or conflict of law provision or rule. Each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of New York for the purpose of any Action, directly or indirectly, arising out of, relating to, or in connection with this Agreement brought by any party hereto; (b) agrees that service of process will be validly effected by sending notice in accordance with Section 7.03; (c) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim, whether actual or potential, known or unknown, suspected or unsuspected, based upon past or future events, now existing or coming into existence in the future, that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of New York; (iii) such Action is brought in an inconvenient forum; (D) that the venue of such Action is improper; or (iv) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other than any of the above-named courts. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.

SECTION 7.07. Specific Performance. The parties hereto acknowledge and agree that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by a party hereto could not be adequately compensated by monetary damages alone and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), such party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking. The parties hereto further agree that the Seller shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, the Promissory Note, or the Pledge and Security Agreement in order to cause the Purchaser to pay the Purchase Price in the amounts and at the times due under the Promissory Note and to enforce specifically the payment of the Purchase Price on the terms and subject to the conditions in this Agreement. The parties hereto agree that they will not contest the appropriateness of specific performance as a remedy.

SECTION 7.08. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 7.09. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser); provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of the Purchaser without the consent of the Seller.

SECTION 7.10. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Seller and the Purchaser or (b) by a waiver in accordance with Section 7.11.

SECTION 7.11. Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

SECTION 7.12. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of the Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to the Stock Purchase Agreement]

FOR VALUE RECEIVED, Shenzhen Zhongjiyingfeng Investment Co., Ltd., a company incorporated under the laws of the People’s Republic of China, whose address is Central Building, Science and Technology Park, Room 1808, Nanshan District, Shenzhen 518000, People’s Republic of China (the “Borrower”), hereby promises to pay to the order of JX Luxventure Limited, a company organized under the laws of the Republic of the Marshall Islands (hereinafter together with any subsequent holder(s) hereof collectively called the “Holder”), the principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (“Principal Amount”), together with interest from the date hereof on the unpaid balance at the rate of 5% per annum (“Base Interest Rate”) until paid in full (the “Note”).

This Note has been issued pursuant to the terms of a Stock Purchase Agreement (the “Stock Purchase Agreement”) and a Pledge and Security Agreement (the “Pledge Agreement”), both of even date herewith, by and between the Borrower and the Holder. Terms used in this Note and not otherwise defined herein shall have the meaning given to them in the Stock Purchase Agreement.

It is further agreed by the Borrower and the Holder as follows:

1. Payment Terms. Subject to Section 2 below, principal and interest on this Note shall be payable over twenty-four (24) months with four payments made in the following installments:

(a) The first installment payment of $1,000,000 plus any accrued interest shall be made on or before November 19, 2022;

(b) The second installment payment of $2,000,000 plus any accrued interest shall be made on or before April 19, 2023;

(c) The third installment payment of $3,000,000 plus any accrued interest shall be made on or before April 19, 2024; and

(d) The fourth and final installment of $4,000,000 plus any accrued interest shall be made on or before October 19, 2024.

This Note shall be due in full upon that date which is the due date for the last installment of principal and interest as set forth above.

2. Computation of Interest. All computations of the Base Interest Rate shall be made on the basis of a year of 365 days, and the actual number of days elapsed. Interest shall begin to accrue on the Principal Amount on the date of this Note. On any portion of the Principal Amount that is repaid, interest shall not accrue on the date on which such payment is made.

3. Payment Mechanics. All payments of principal and interest shall be made in US dollars no later than 5:00 PM China Standard Time on the date on which such payment is due. Such payments shall be made by wire transfer of immediately available funds to the Seller Bank Account.

4. Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and interest shall be calculated to include such extension.

5. Prepayment Privilege. Borrower shall have the privilege of prepaying the debt evidenced and secured hereby in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided, however, that any and all partial prepayments shall be applied first to the accrued unpaid interest and then the remaining principal due hereunder but shall not change the payment amounts otherwise due during the year of any such prepayment.

6. Default. Upon the occurrence of any of the following events (each an “Event of Default”), the Holder of this Note, at the Holder’s option, may declare the entire unpaid principal balance of this Note and all accrued unpaid interest thereon to be immediately due and payable and the Holder of this Note may proceed to exercise any rights and remedies the Holder may have under this Note, the Stock Purchase Agreement and any applicable security agreements, including, without limitation, the Pledge Agreement, as well as such other rights and remedies which the Holder may have at law, equity or otherwise. Failure of the Holder to exercise such option shall not constitute a waiver of the right to exercise such option in the event of any subsequent default.

(a) Upon the failure of the Borrower to make any payment required under this Note if such failure is not cured within ten (10) business days after receipt of written notice of such failure; provided that, during such ten (10) day cure period, the Holder shall not exercise any rights or remedies it has under this Note, the Stock Purchase Agreement or the Pledge Agreement, or otherwise at law or in equity; or

(b) Upon any default by the Borrower other than any failure to pay any amount due under this Note if such failure is not cured within twenty (20) days after receipt of written notice of such default; provided that, during such twenty (20) day cure period, the Holder shall not exercise any rights or remedies it has under this Note, the Stock Purchase Agreement or the Pledge Agreement, or otherwise at law or in equity; or

(c) The material breach or default, beyond any applicable cure period, with respect to the Pledge Agreement or the Stock Purchase Agreement.

7. Late Charge. Borrower acknowledges that late payment to the Holder of this Note will cause the Holder to incur costs not contemplated by this Note, the exact amount of such costs being difficult and impractical to assess, therefore, if any installment is not received by the Holder of this Note within fifteen (15) days of the date when due, the Holder may require Borrower to pay to the Holder of this Note an additional sum in an amount equal to 1.5% of the overdue amount as a late payment administrative charge. If such amount is considered unlawful by means of usury, or unenforceable on any grounds pursuant to applicable law, then the late payment administrative charge shall be the highest permitted under applicable law, if any is permitted at all.

8. Default Interest. In the event the unpaid principal balance and accrued unpaid interest is accelerated as provided in Section 7 above, then if such obligation is not paid within thirty (30) days from the date of acceleration, the interest rate applicable to the unpaid principal balance of this Note shall be forthwith increased from the Base Interest Rate to nine percent (9%) per annum, effective as of the expiration of such thirty (30) day period.

9. Miscellaneous.

(a) With respect to any and all obligations, the Borrower waives the following: (i) demand, presentment, protest, notice of dishonor, suit against any party and all other requirements necessary to charge or hold the Borrower on any obligation; and (ii) all statutory provisions and requirements for the benefit of the Borrower now or hereafter in force (to the extent that same may be waived).

(b) All notices and other communications required or permitted by this Note shall be given in accordance with Section 7.03 of the Stock Purchase Agreement.

(c) This Note may be modified only by a written instrument as mutually agreed by the Holder and the Borrower, and signed by, or on behalf of, the parties hereto.

(d) The Borrower hereby acknowledges that the Borrower has read and understands this Note and executes it voluntarily without duress or undue enforcements.

(e) Any provision of this Note which may be unenforceable or invalid under any law shall be ineffective to the extent of such unenforceability or invalidity only, without affecting the enforceability or validity of any other provision hereof.

(f) In the event of any action hereon or for the enforcement hereof, the prevailing party in any such action or proceeding shall be entitled to recover reasonable attorneys’ fees, collection costs and expert witness fees.

(g) This Note shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to any choice or conflict of law provision or rule. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIS NOTE OR UNDER ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY. Each of the parties hereto hereby agrees that service of process will be validly effected by sending notice in accordance with Section 6(b). Nothing shall affect the right of the Holder to serve process in any manner permitted by law or shall limit the right of the Holder to bring proceedings against the Borrower in the courts of any other jurisdiction having jurisdiction.

(h) The rights, duties and obligations of the Borrower shall not be assignable to, or assumable by, any third party without the express prior written consent of the Holder, which may be withheld, conditioned or delayed in the Holder’s sole discretion. Any assignment or assumption in contravention of this paragraph shall be voidable at the sole discretion of the Holder.

10. Security Documents. This Note is secured by the Pledge Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed on the day and year first above mentioned.

4

Exhibit 10.3

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT, dated as of October 19, 2022, is made and entered into by and between Shenzhen Zhongjiyingfeng Investment Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Pledgor”) and JX Luxventure Limited, a company organized under the laws of the Republic of the Marshall Islands (the “Pledgee”).

WHEREAS, Pledgor and Pledgee are parties to that certain Stock Purchase Agreement and Promissory Note, each dated of the date hereof (as amended, restated or otherwise modified from time to time, the “Transaction Documents”); and

WHEREAS, it is a condition precedent to the Pledgee entering into the Transaction Documents that the Pledgor shall have executed and delivered to the Pledgee this Agreement providing for the pledge and grant to Pledgee of a first priority lien on and security interest in all of the common shares (the “Common Shares”) of Hongri International Holdings Limited, a company formed under the laws of the British Virgin Islands (“Hongri”), held by Pledgee and to be transferred to Pledgor pursuant to the Transaction Documents (the “Pledged Shares”), to secure all of the Pledgor’s obligations under the Transaction Documents.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, warranties, and representations herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security.

(a) As security for the Obligations (as defined below), the Pledgor hereby pledges, grants, charges, mortgages, and assigns to the Pledgee the Pledged Shares and hereby pledges, grants, charges, mortgages, and assigns to the Pledgee a first priority lien on, and a first priority security interest in and to, all of the right, title and interest of Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) the Pledged Shares and all capital, revenue, profit, income, gain or other property or proceeds, return on contribution or otherwise with respect to the Pledged Shares;

(ii) all securities, moneys or property representing dividends or interest on any of the Pledged Shares, or representing a distribution in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares (exclusive of any equity holder loan);

(iii) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Shares and any other Pledged Collateral;

(iv) all other payments due or to become due to the Pledgor in respect of the Pledged Shares whether under any organizational document or otherwise, whether as contractual obligations, damages or otherwise;

(v) all “accounts”, “general intangibles”, “instruments” and “investment property” (in each case as defined in the Uniform Commercial Code (the “UCC”) constituting or relating to the foregoing;

(vi) all proceeds of any of the foregoing property of Pledgor (including, without limitation, any proceeds of insurance thereon, all “accounts”, “general intangibles”, “instruments” and “investment property”, in each case as defined in the UCC, constituting or relating to the foregoing); and

(vii) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.

(b) Pledgor’s obligations secured by this Agreement (the “Obligations”) shall mean all loans, advances, indebtedness, liability, and obligations, owed by Pledgor to the Pledgee of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of the Transaction Documents or any other agreement or instrument between the Pledgor and the Pledgee, including without limitation, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Pledgor hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally and whether or not allowed or allowable as a claim in any such proceeding and whether the Pledgor be bound alone or with another or others.

2. Pledge Notation. Promptly following the execution of the Transaction Documents, the Pledgor shall enter a notation into Hongri’s register of members, noting that the Common Shares are subject to a first priority security interest in favor of the Pledgee. The Pledgor hereby agreement that such notation shall not be removed from Hongri’s register of members until the full payment of all amounts due to the Pledgee under the Promissory Note, or the termination or expiration of this Agreement.

3. Rights Relating to Pledged Shares. Only upon (and not prior to) and during the continuance of an Event of Default (as defined below) (the “Trigger Date”), the Pledgee shall be entitled to vote the Pledged Shares, to receive cash dividends and other distributions thereon, and to enjoy all other rights and privileges incident to the ownership of the Pledged Shares.

4. Client of Record. The Pledgor hereby agrees to keep the Pledgee’s current client of record listed with Hongri’s registered agent in the British Virgin Islands as the client of record until the full payment of all amounts due to the Pledgee under the Promissory Note.

5. Release of Pledged Shares from Pledge. Upon full payment of all amounts due to the Pledgee under the Promissory Note, this Agreement and Pledgee’s security interest and rights in and to the Pledged Shares shall terminate.

6. Event of Default. Each event of default under the Promissory Note shall constitute an “Event of Default” hereunder.

7. Rights Under the UCC. In addition to all other rights granted hereby, and otherwise by law, Pledgee shall have, with respect to the Pledged Collateral, the rights and obligations of a secured party under the UCC.

8. Remedies.

(a) From and after the Trigger Date, the Pledgee shall have the right to (i) cause the Pledged Shares to be transferred on the books of the issuer thereof to the name of the Pledgee or any other person, persons, entity or entities designated by the Pledgee to the extent reasonably required to sell the Pledged Shares; and (ii) sell the Pledged Collateral and to apply the proceeds of such sales, net of any selling commissions, to the obligations owed to the Pledgee by the Pledgor under the Promissory Note, including, without limitation, outstanding principal, interest, penalty, legal fees, and any other amounts owed to the Pledgee, and exercise all other rights. From and after the Trigger Date, the Pledgee shall have the absolute right to sell or dispose of the Pledged Shares in any manner they see fit and shall have no liability to the Pledgor or any other party for selling or disposing of such Pledged Shares even if other methods of sales or dispositions would or allegedly would result in greater proceeds than the method actually used. The Pledgee shall return to the Pledgor any Pledged Shares released to them and remaining after the Pledgee has applied the net proceeds to all amounts owed to the Pledgee under the Transaction Documents. Pledgor hereby appoints Pledgee, jointly and severally, as Pledgor’s attorneys-in-fact coupled with an interest to execute any and all documents necessary to sell the Pledged Shares upon and any time after the Trigger Date. The foregoing appointment notwithstanding, Pledgor shall cooperate with Pledgee in executing and delivering to Pledgee any instruments the Pledgee may reasonably request in order to sell the Pledged Shares.

(b) Upon and any time after the Trigger Date, the Pledgee shall have the right to proceed by appropriate legal process at law or in equity to enforce any provision of this Agreement or the Promissory Note or in aid of the execution of any power of sale, or for foreclosure of the security interest in the Pledged Shares, or for the sale of the Pledged Shares under the judgment or decree of any court.

(c) Each right, power and remedy of the Pledgee provided for in this Agreement or any other Transaction Document shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement or any other Transaction Document or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof. The Pledgee shall not be required to make any demand upon or pursue or exhaust any of their rights or remedies against the Pledgor. To the extent permitted by law, the Pledgor hereby waives all requirements for the exercise of any of Pledgee’ remedies other than those provided in this Agreement. No notice to or demand on the Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee to any other further action in any circumstances without demand or notice. The Pledgee shall have the full power to enforce or to assign or contract its rights under this Agreement to a third party.

9. Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to the Pledgee as follows, which representations, warranties and covenants shall survive the execution and delivery of this Agreement and the delivery of the Pledged Shares to the Pledgee:

(a) The Pledgor has the full right, power and authority to enter into and perform this Agreement. This Agreement has been duly entered into and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally, and by the application of usual equitable principles where equitable principles are sought.

(b) The Pledgor has good and marketable title to the Pledged Collateral represented to be owned by the Pledgor, and the Pledged Collateral is not subject to any lien, charge, pledge, encumbrance, claim or security interest of any nature whatsoever, other than the security interest created by the Transaction Documents.

(c) The Pledged Shares have been duly and validly issued and are fully paid and nonassessable.

(d) The Pledgor has not entered into any stock restriction, voting agreement, proxy or purchase agreement with respect to the Pledged Shares which would in any way restrict the sale, pledge or other transfer of the Pledged Shares or of any interest in or to the Pledged Shares.

(e) Pledgor shall not grant, give or pledge or permit to exist any other liens, claims, charges, encumbrances and security interests of any nature whatsoever with respect to any of the Pledged Shares, except for the security interest created by this Agreement. Pledgor shall not grant or give any proxy, power of attorney, option or right of first refusal with respect to any of the Pledged Shares except to the Pledgee.

(f) While this Agreement is in effect, Pledgor will not sell, assign, transfer or otherwise dispose of all or any portion of the Pledged Shares, or any rights therein.

(g) The Pledgor (i) shall maintain at all times the pledge of the Pledged Collateral to the Pledgee, for its benefit, and the Pledgee’s perfected first priority security interest, for its benefit, on the Pledged Collateral; and (ii) defend the Pledged Collateral and the Pledgee’s perfected first priority interest in the Pledged Collateral, for its benefit, thereon and pledge thereof against all claims and demands of all persons at any time and pay all costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable attorneys’ fees and expenses) in connection with such defense, which, at the Pledgee’s discretion, may be added to the Obligations.

(h) The Pledgor shall (i) keep materially true, complete, and accurate records with respect to the Pledged Collateral, (ii) not take or permit to be taken any action in connection with the Pledged Collateral or otherwise the effect of which would be or have a material adverse effect on the value of the Pledged Collateral (as determined by the Pledgee in its sole discretion).

(i) The Pledgor shall promptly pay all taxes, assessments, fees and other public or private charges when levied or assessed against the Pledged Shares.

(j) The execution and delivery of this Agreement creates a valid and perfected first-priority security interest in the Pledged Shares securing the performance of the Obligations.

(k) the Pledged Shares are “securities” governed by Article 8 of the UCC.

(l) No consent of any other party (including equity interest holders of the Pledgor) is required in connection with the execution, delivery, performance, validity, enforceability or enforcement of this Pledge Agreement, and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity, enforceability or enforcement of this Pledge Agreement.

(m) The execution, delivery and performance of this Pledge Agreement will not violate or contravene any provision of any existing law or regulation or decree of any court, governmental authority, bureau or agency having jurisdiction in the premises or of the organizational documents of the Pledgor or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which the Pledgor is a party or which purports to be binding upon it or any of its properties or assets and will not result in the creation or imposition of any lien, charge or encumbrance on, or security interest in, any of its properties or assets pursuant to the provisions of any such mortgage, indenture, security agreement, contract, undertaking or other agreement;

(n) The representations and warranties set forth in the Stock Purchase Agreement insofar as they relate to the Pledgor are true and complete and the Pledgor shall comply with each of the covenants set forth in the Stock Purchase Agreement which are applicable thereto.

(o) The Pledgor shall not vote the Pledged Shares in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of Hongri.

(p) The Pledgor waives any and all notices of the creation, renewal, extension or accrual of any of the obligations under the Promissory Note and notice of or proof of reliance by the Pledgee upon this Pledge Agreement, and the obligations under the Promissory Note, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement, and all dealings between Hongri and the Pledgee shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Pledgor or Hongri with respect to the obligations under the Promissory Note.

10. Delivery of Additional Collateral. If the Pledgor shall become entitled to receive or shall receive any equity interests, option or rights, whether as an addition to, in substitution of, or in exchange for any of the Pledged Shares, the Pledgor agrees to accept the same as the agent of the Pledgee and to hold the same in trust for the benefit of the Pledgee as additional collateral security for the Obligations.

11. Further Assurances. The Pledgor agrees that if this Pledge Agreement shall, in the reasonable opinion of the Pledgee, at any time be deemed by the Pledgee, for any reason, insufficient in whole or in part to carry out the true intent and spirit hereof, it shall execute or cause to be executed such other documents or deliver or cause to be delivered such further assurances as in the opinion of the Pledgee may be required in order to more effectively accomplish the purposes of this Pledge Agreement including, without limitation, an alternative pledge or such other alternative security as the Pledgee shall require.

12. Perfection. The Pledgor hereby irrevocably authorizes the Pledgee to file such financing statements and other documents in such offices and jurisdictions as shall be necessary or as the Pledgee may reasonably deem necessary to perfect and establish the priority of the security interests and liens granted by this Agreement, including any amendments, modifications, extensions or renewals thereof, without the signature of the Pledgor where permitted by law. The Pledgor hereby agrees, upon the Pledgee’s request, to promptly take all such actions as shall be necessary or as the Pledgee may reasonably request to perfect and establish the priority of the security interest and liens granted by this Agreement, including any amendments, modifications, extensions or renewals thereof.

13. Notices. All notices and other communications required or permitted by this Agreement shall be given in accordance with Section 7.03 of the Stock Purchase Agreement.

14. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY. Each party hereto hereby agrees that service of process will be validly effected by sending notice in accordance with Section 13. Nothing shall affect the right of the Pledgee to serve process in any manner permitted by law or shall limit the right of the Pledgee to bring proceedings against the Pledgor in the courts of any other jurisdiction having jurisdiction.

15. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Pledgee (which consent may be granted or withheld in the sole discretion of the Pledgee).

16. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Pledgor and the Pledgee or (b) by a waiver in accordance with Section 17.

17. Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto, or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

18. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

19. Binding Effect. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person, any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

20. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

21. Entire Agreement. This Agreement together with the Transactions Documents constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof and thereof.

22. Additional Instruments. At any time and from time to time, upon the request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Pledgee may reasonably request for the purpose of obtaining and preserving the full benefits of this Agreement, including, without limitation, for the purpose of perfecting and maintaining the Pledgee’ security interest in the Pledged Shares.

23. No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement as of the date first written above.

8