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Section 3. Each of t he Honour Bond Shareholders is the record and beneficial owner, and has good title to his Honour Bond common shares, with the right and authority to sell and deliver such Honour Bond common shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever.

Each of the Honour Bond Shareholders has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform his obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Honour Bond Shareholders, enforceable against the Honour Bond Shareholders in accordance with the terms hereof. The execution and delivery of this Agreement by the Honour Bond Shareholders and the performance by the Honour Bond Shareholders of their obligations hereunder in accordance with the terms hereof: a will not require the consent of any third party or governmental entity under any laws; b will not violate any laws applicable to the Honour Bond Shareholders and c will not violate or breach any contractual obligation to which the Honour Bond Shareholders are a party.

The Exchange Shares as defined in Section 4. Each Honour Bond Shareholder further represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchange Shares. Each Non-U. Shareholder has no intention of becoming a U. Person and certifies that such Shareholder will only transfer the Exchange Shares in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Each Non U. Person, also certifies and agrees that hedging transactions may not be conducted unless in compliance with the Securities Act. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U. Shareholder was outside of the United States. Each certificate representing the Exchange Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:.

Each certificate representing the Exchange Shares issued to such Honour Bond Shareholder shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of iDcentrix set forth in this Agreement, on which each of the Honour Bond Shareholders have relied in making an exchange of his shares Honour Bond for the Exchange Shares.

Each of the Honour Bond Shareholders consents to iDcentrix making a notation on its records or giving instructions to any transfer agent of Exchange Shares in order to implement the restrictions on transfer of the Exchange Shares. Section 4. At the Closing Date, each of the Honour Bond Shareholders shall, on surrender of their certificate or certificates representing his Honour Bond shares to iDcentrix or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.

Immediately subsequent to the closing of this Agreement, Honour Bond Shareholder Joseph Meuse shall cancel , of the exchange shares issued to Mr. Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of Honour Bond shall be held by iDcentrix. Upon consummation of the transaction contemplated herein and the Share Cancellation, there shall be 50,, iDcentrix common shares issued and outstanding. At or prior to the Closing Date, the liabilities and obligations of iDcentrix as set forth on Schedule 4.

Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions of the Offering being met. At the Closing, iDcentrix, Honour Bond, the Majority Shareholder and the Honour Bond Shareholders shall execute, acknowledge, and deliver or shall ensure to be executed, acknowledged, and delivered , any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder. Section 5. At the Closing, iDcentrix shall deliver to Honour Bond, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of iDcentrix which is now in the possession of iDcentrix or its representatives. Such resignation and appointment will become effective on the tenth day following the mailing by iDcentrix of an information statement, or the Information Statement, to our stockholders that complies with the requirements of Section 14f-1 of the Exchange Act.

Each director shall hold office until his successor has been duly elected and has qualified or until his death, resignation or removal. After the Closing Date, all present officers of iDcentrix shall resign from all their officer positions of iDcentrix and the persons as set forth below shall be appointed as Officers of iDcentrix:. Guang Zhao. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for one year following the Closing.

Accordingly, iDcentrix has agreed to arrange for the payment and discharge of all such liabilities. The obligations of iDcentrix under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:. Section 6. The representations and warranties made by Honour Bond in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date except for changes therein permitted by this Agreement.

Honour Bond shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Honour Bond prior to or at the Closing. The Exchange shall have been approved by the holders of not less than fifty and one tenths percent No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Honour Bond after the Closing Date on the basis as presently operated shall have been obtained. The obligations of Honour Bond and the Honour Bond Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:. Section 7.

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The representations and warranties made by iDcentrix in this Agreement were true when made and shall be true as of the Closing Date except for changes therein permitted by this Agreement with the same force and effect as if such representations and warranties were made at and as of the Closing Date.

Additionally, iDcentrix shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by iDcentrix. Honour Bond shall be furnished with a certificate, signed by a duly authorized executive officer of iDcentrix and dated the Closing Date, to the foregoing effect. Honour Bond shall have received a certificate of good standing from the Nevada Secretary of State or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that iDcentrix is in good standing as a company in the State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of iDcentrix after the Closing Date on the basis as presently operated shall have been obtained. Honour Bond shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as Honour Bond may reasonably request.

Section 8. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada. Venue for all matters shall be in New York, New York, without giving effect to principles of conflicts of law thereunder.

Each of the parties a irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.

If to Honour Bond or Dandong, to:. LongSheng Village, Tangshan Town. Zhengan District, Dandong City. Liaoning, Peoples Republic of China.

With copies to which shall not constitute notice :. Ryan Nail, Esq. The Crone Law Group. San Francisco, CA If to iDcentrix, to:. Hing Yip Comm Centre. Central Hong Kong. If to the Majority Shareholder, to:. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except i to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or ii to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

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In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party other than its advisors and representatives in connection with the transactions contemplated hereby or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.

Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one 1 business day prior to the release thereof. This contract is strictly between iDcentrix, Honour Bond, the Honour Bond Shareholders and the Majority Shareholder, and, except as specifically provided, no director, officer, stockholder other than the Honour Bond Shareholders and the Majority Shareholder , employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Subject to Article VI and VII above, whether or not the Exchange is consummated, each of iDcentrix and Honour Bond will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of one year.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.

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