Item
1.01 Entry Into A Material Definitive Agreement.
On
April 8, 2022, Planet Green Holdings Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) with Allinyson Ltd. (“Target”), and each of shareholders of the Target (collectively,
the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the
Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 100% of the ordinary shares issued and outstanding
of the Target (the “Acquisition”). The target develops and operates online games, and generates substantially its revenue
from selling advertising placements.
Pursuant
to the Share Exchange Agreement, in exchange for the acquisition of 100% of the ordinary shares issued and outstanding of the
Target, the Company issued an aggregate of 7,500,000 shares of common stock, par value $0.001 per share, of the Company (the
“Exchange Shares”) to the Sellers. At the closing of the Acquisition, the Company entered into a lock-up
agreement with the Sellers with respect to the Exchange Shares, pursuant to which the Sellers agreed, subject to certain exceptions,
not to transfer the Exchange Shares, or publicly disclose the intention to do so, from the closing of the Acquisition until the
first anniversary of the closing (the “Lock-Up Agreement”).
The
Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and the Target and
the Sellers on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions
and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to
the Share Exchange Agreement.
At
the closing of the Acquisition, the Sellers and certain individuals that are involved in the management of the Target (the
“Subject Parties”) entered into a non-competition and non-solicitation agreement (the “Non-Competition
Agreement”) in favor of the Company, relating to the post-acquisition business of the Company (the
“Business”) anywhere in the North America, Europe and Asia (the “Territory”). Pursuant to the
Non-Competition Agreement, subject to certain exceptions, for a period of four years from the closing of the Acquisition, each
Subject Party and his/her affiliates will not, without prior written consent of the Company, anywhere in the Territory, directly or
indirectly engage in (or own, manage, finance or control, or become engaged or serve as an officer, director, member, partner,
employee, agent, consultant, advisor or representative of, an entity that engages in) the Business.
The
foregoing descriptions of the Share Exchange Agreement, the Lock-Up Agreement and the Non-Competition Agreement do not purport to be
complete and are subject to, and are qualified in their entirety by, the full text of those agreements, which are filed herewith as Exhibits
10.1, 10.2, and 10.3 and incorporated herein by reference.