Exhibit 10.1


 





SHARE PURCHASE AGREEMENT


 


THIS SHARE PURCHASE
AGREEMENT (the “Agreement”) is dated as of November 8, 2018, by and among Sino-Global Shipping America,
Ltd., a Virginia corporation, (the “Company”), and the investors listed on the Schedule of Buyers attached hereto
(individually, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A. The Company and
each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation
D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933
Act.


 


B. Each Buyer wishes
to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that number of shares (the
“Shares”) of common stock of the Company, without par value per share (the “Common Stock”),
set forth opposite such Buyer’s name in the Schedule of Buyers.


 


C. In order to induce
the Company to sell the Shares to the Buyers under the terms set forth herein, the Buyers have committed to direct certain business
opportunities to the Company to perform, as described in greater detail herein.


  


NOW, THEREFORE,
the Company and each Buyer hereby agree as follows:


 


1. PURCHASE
AND SALE OF SHARES.


 


(a) Sale of Shares.
Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell
to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below),
such number of Shares as is set forth opposite such Buyer’s name in the Schedule of Buyers (the “Closing”).


 


(b) Closing. The
date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Eastern Standard Time, November [ ],
2018 or such other time and date as is mutually agreed to by the Company and each Buyer and after notification of satisfaction
(or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Pryor Cashman LLP at 7 Times
Square, New York, NY 10036.


 




     

     


    

 


(c) Purchase Price.
The aggregate purchase price for the Shares to be purchased by each such Buyer at the Closing (the “Purchase Price”)
shall be the amount set forth opposite each Buyer’s name in the Schedule of Buyers. The per share price shall be 120% of
the average closing price of the Company’s shares of Common Stock on NASDAQ during the five consecutive trading day period
immediately prior to the Closing. 


 


2. COMPANY RIGHT
OF FIRST REFUSAL ON SHIPPING AGENCY SERVICES. Beginning on the date of signing this Agreement, any of the Buyers, directly
or indirectly, owns any Shares of the Company or holds (or causes any designate to hold) any Officer or Director position with
the Company.


 


(a) Such Buyer shall
cause the entity he controls to offer the Company the opportunity to provide pharmaceutical cold chain logistics services in Chengdu
area and throughout China.


 


(b) In the absence of
any agreement to the contrary, the services provided under this Section 2 will be provided at the Company’s ordinary pricing
rates and terms.


 


(c) The waiver by the
Company of its right of first refusal to provide services in any response to any offer from the entity controlled by the Buyer
shall apply only to that offer and shall not constitute a general waiver of the Company’s right of first refusal.


 




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3. BUYER’S
REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants to the Company with respect
to only itself that:


 


(a) No Sale or Distribution.
Such Buyer is acquiring the Shares for its own account and not with a view towards, or for resale in connection with, the public
sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act. Such Buyer is acquiring the Shares
hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or
indirectly, with any Person to distribute any of the Shares.


 


(b) Accredited Investor
Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(c) Reliance on Exemptions.
Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy
of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Shares.


 


(d) Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Shares that have been reasonably requested by such Buyer. Such
Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor
any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend
or affect such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands
that its investment in the Shares involves a high degree of risk and is able to afford a complete loss of such investment. Such
Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with
respect to its acquisition of the Shares.


 


(e) No Governmental
Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares
nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


(f) Transfer or Resale.
Such Buyer understands that (i) the Shares have not been and are not being registered under the 1933 Act, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) such Buyer shall have delivered to
the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Shares to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company
nor any other Person is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder.


 




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(g) Legends. Such
Buyer understands that the stock certificates, unless and until registered, shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


“THE SECURITIES EVIDENCED
BY THIS CERTIFICATE ARE GOVEREND BY THAT CERTAIN SHARE PURCHASE AGREEMENT DATED November
[ ], 2018 (THE “PURCHASE AGREEMENT”) AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED (A) IN COMPLIANCE WITH THE TERMS OF THE PURCHASE AGREEMENT, INCLUDING IN PARTICULAR THE RESTRICTION
AGAINST SALE FOR A PERIOD OF ONE (1) YEAR AFTER RECEIPT OF THE SECURITIES AND (B) EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT
FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if, unless
otherwise required by state securities laws, (i) such Shares are registered for resale under the 1933 Act or (ii) in connection
with a sale, assignment or other transfer, such holder provides the Company with a legal opinion reasonably acceptable to the Company,
to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements
of the 1933 Act.


 


(h) Validity; Enforcement.
This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal,
valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as
such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 


(i) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions
contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is
a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such
Buyer to perform its obligations hereunder.


 




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(j) Residency.
Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.


 


(k) Certain Trading
Activities. Other than with respect to the transactions contemplated herein, since the time that such Buyer was first contacted
by the Company or any other Person regarding the investment in the Company set forth herein, neither the Buyer nor any Affiliate
of such Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Buyer’s
investments or trading or information concerning such Buyer’s investments and (z) is subject to such Buyer’s review
or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer or Trading Affiliate, (i)
effected or agreed to effect any purchase or sale of the Shares, (ii) taken, directly or indirectly, any action designed to cause
or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any
security of the Company, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase or sell
any securities of the Company.


 


(l) No Consideration.
Such Buyer has not paid any consideration, directly or indirectly, to any officer, director or employee of the Company or any Subsidiary.


 


4. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that:


 


(a) Organization and
Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement includes any joint
venture or any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity, contractual
or other interest) are entities duly organized and validly existing and, to the extent legally applicable, in good standing under
the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and
to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity
to do business and, to the extent legally applicable, is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, individually or taken
as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith,
or on the authority or ability of the Company to perform its obligations under this Agreement.


 




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(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and to issue the Shares in accordance with the terms hereof. The execution and delivery of the Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby, including, without limitation, the reservation for
issuance and the issuance of the Shares have been duly authorized by the Company’s Board of Directors and no further filing,
consent, or authorization is required by the Company, its Board of Directors or its shareholders. This Agreement has been duly
executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(c) No Conflicts.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) result in a violation of the Company’s Articles of Incorporation or Bylaws (the “Organizational
Documents”) or any certificate of designations or other constituent documents of the Company or any of its Subsidiaries,
any capital stock of the Company or any similar governing documents of its Subsidiaries or (ii) unless such conflict or default
could not reasonably be expected to result in a Material Adverse Effect, conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal
and state securities laws and regulations and the rules and regulations of The NASDAQ Capital Market (the “Principal Market”)
and applicable laws of the People’s Republic of China (“China”)) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.


 


(d) Consents.
Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing
or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for
it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof,
except for the following consents, authorizations, orders, filings and registrations (none of which is required to be filed or
obtained before the Closing): (i) the filing of such forms with the Principal Market as may be required to be filed reflecting
the issuance of the Shares to the Buyers, which shall be done pursuant to the rules of the Principal Market, and (ii) the filing
with the SEC of Form D. The Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company
from obtaining any of the application or filings pursuant to the preceding sentence.


 


(e) Acknowledgment
Regarding Buyer’s Purchase of Shares. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby and that no Buyer is
(i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined
in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the Ordinary Shares
(as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).


 




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(f) No General Solicitation.
Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of
the Shares.


 


(g) No Integrated
Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
require registration of any of the Shares under the 1933 Act or cause this offering of the Shares to be integrated with prior offerings
by the Company for purposes of the 1933 Act or any applicable shareholder approval provisions, including, without limitation, under
the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed
or designated. None of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any action
or steps referred to in the preceding sentence that would require registration of any of the Shares under the 1933 Act or cause
the offering of the Shares to be integrated with other offerings.


 


(h) Equity Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of 10,000,000 Shares, of which as of the date hereof,
13,095,535 are issued and outstanding, 7,608,903 shares are reserved for issuance pursuant to the Company’s stock option
and purchase plans and no shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible
into, Shares. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.
The Company has furnished to the Buyers true, correct and complete copies of the Company’s Organizational Documents, as amended
and as in effect on the date hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, Shares
and the material rights of the holders thereof in respect thereto.


 


(i) Manipulation of
Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of
the price of any security of the Company, (ii) paid or agreed to pay to any person any compensation for soliciting another to purchase
any other securities of the Company.


 


(j) No Consideration.
The Company is not aware of any consideration being paid by any Buyer, directly or indirectly, to any officer, director or employee
of the Company or any Subsidiary.


 


5. COVENANTS.


 


(a) Best Efforts.
Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 6
and 7 of this Agreement.


 




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(b) Form D. The
Company agrees to timely file a Form D with respect to the Shares as required under Regulation D. The Company shall, also take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares
for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities laws of the United States (or to obtain
an exemption from such qualification). The Company shall make all filings and reports relating to the offer and sale of the Shares
required under applicable securities laws of the United States following the Closing Date.


 


(c) No Disqualification
Events. With respect to Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation
D Securities”), none of the Company, any of its predecessors, any director, executive officer, other officer of the Company
participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more
of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that
term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale of any Regulation
D Securities (each, an “Issuer Covered Person” and, collectively, “Issuer Covered Persons”) is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) under the Securities Act. The Issuer has exercised
reasonable care to determine (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered
Person is subject to a Disqualification Event. The Issuer has complied, to the extent applicable, with its disclosure obligations
under Rule 506(e) under the Securities Act. The Company further covenant that none of its affiliates will offer or sell securities
in a manner subject to integration pursuant to Rule 502(a) of Regulation D with the offer and sale of the Shares under this Agreement.


 


(d) Other Covered Persons.
The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly)
remuneration for solicitation of any of the Buyers in connection with the sale of any Regulation D Securities.


 


(e) Limitation on
Trading. Each Buyer agrees for itself and its Trading Affiliates that neither it nor its Trading Affiliates will conduct any
activities in the Trading Market with respect to the Shares, including purchases, sales, or the securing of shares to borrow, for
a period commencing on the Closing Date and ending at the close of trading on the Trading Market on the one (1) year anniversary
of the Closing Date (or the next Trading Day, if such date is not a Trading Day).


 


6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


The obligation of the
Company hereunder to issue and sell the Shares to each Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i) Such Buyer shall
have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Such Buyer and
each other Buyer shall have delivered to the Company the Purchase Price for the Shares being purchased by such Buyer at the Closing
by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii) The representations
and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to the Closing Date.


 




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(iv) The shareholders
of the company shall have consented to the issuance of the Shares to the Buyers at the Shareholder Meeting described above in Section
4(c) hereof.


 


7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The obligation of each
Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of
the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer
at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) The shareholders
of the company shall have consented to the issuance of the Shares to the Buyers at the Shareholder Meeting described above in Section
4(c) hereof.


 


(ii) The Company shall
have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i)
the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable
to such Buyer, and (ii) the Organizational Documents, each as in effect at the Closing, in the form attached hereto as Exhibit
A.


 


(iii) The representations
and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.


 


(iv) The Shares (i)
shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the Closing Date,
by the SEC or the Principal Market from trading on the Principal Market.


 


(v) The Company shall
have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares.


 




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8. MISCELLANEOUS.


 


(a) Governing Law;
Jurisdiction; Jury Trial. This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely in such State. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect
to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising
under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New
York and, by execution and delivery of this Agreement, the parties hereby accepts for themselves and in respect of their property,
generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding
to enforce any provisions of a this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e) Entire Agreement;
Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between
the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and
this Agreement contain the entire understanding of the parties with respect to the matters covered herein and, except as specifically
set forth herein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the parties hereto.
No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.


 




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(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


Sino-Global Shipping America, Ltd.


1044 Northern Boulevard, Suite 305


Roslyn, New York 11576-1514


 


	Telephone:	(718) 888-1814
	Facsimile:	(718) 888-1148
	Attention:	Lei Cao, President


 


If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,
or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


Any document shall
be deemed to have been duly served if marked for the attention of the agent for service of process at its address (as set forth
in Section 9(a)) or such other address in the United States as may be notified to the party wishing to serve the document and delivered
in accordance with the notice provisions set forth in this Section 9(f).


 


(g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.


 


(h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i) Survival.
The representations and warranties of the Company and the Buyers contained in Sections 3 and 4 and the agreements and covenants
set forth in Sections 5, 6 and 7 shall survive for one (1) year following the Closing and the delivery and exercise of Shares,
as applicable. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k) No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 


[Signature Pages Follow]


 




    11


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as
of the date first written above.


 


	 	COMPANY: 
	 	 
	 	Sino-Global Shipping America, Ltd.
	 	 	 
	 	By:	/s/ Lei Cao
	 	Name: 	Lei Cao
	 	Its:	President and Chief Executive Officer


 




     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as
of the date first written above.


 


	 	BUYER: 
	 	 	 
	 	By:	 /s/ Xiangbin Huang
	 	Name: 	Xiangbin Huang


  




     


     


    

 


SCHEDULE OF BUYERS


 





	Buyer	 	Address and
 Facsimile Number	 	 	Number of Shares 
 of Common Stock	 	 	Purchase Price	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Xiangbin Huang	 	 		 	 	 		 	 	$