Exhibit 10.1


 





ASSET PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (this “Agreement”), dated as of February 23, 2021, is entered into between Sichuan RiZhanYun Jisuan
Co., Ltd., a company incorporated in the People’s Republic of China (“Seller”), and Code Chain New Continent
Limited, a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such
terms herein.


 


RECITALS


 


WHEREAS, Seller
is the owner of 10,000 Bitmain Antminer S9 model (the “Assets”); and


 


WHEREAS, Seller
wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Assets, subject to the terms and conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


Purchase
and Sale


 


Section 1.01Purchase
and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer,
and Buyer shall purchase from Seller, the Assets.


 


Section 1.02Liabilities.
Subject to the terms and conditions set forth herein, Buyer shall not assume and shall not be responsible to pay, perform,
or discharge no liabilities, obligations, or commitments of any nature whatsoever, whether asserted or unasserted, known or unknown,
absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, of the Assets.


 


Section 1.03Title. All
right, title and interest to the Assets shall pass to Buyer, free and clear of Encumbrances (as defined in Section 3.02)
on the Closing Date (as defined in Section 2.01) by
operation of law.


 


Section 1.04 Warranty. Seller
hereby transfers and assigns to Buyer any and all warranties with respect to the Assets to Seller in connection with its original
purchase of the Assets, and Seller provides the Buyer with full benefit of the warranty over the lifetime of assets.  


 


Section 1.05Expenses.
Seller shall retain only physical possession of and manage the operation and upkeep of the Assets after the Closing Date. All costs
and expenses incurred in connection with the operation of the Assets shall be paid by the Seller.


 






    


     


    

 


Section 1.06Revenue.
Seller to cause revenue and any other source of income from the operation of the Assets to be paid to the Buyer, payable in cryptocurrency
to be deposited into a cryptocurrency wallet held by the Buyer on a daily basis.


 


Section 1.07Due
Diligence. Prior to the Closing (as defined in Section 2.01), Seller agrees to use commercially reasonable efforts to deliver
to Buyer, those due diligence items (“Due Diligence Items”) as reasonably requested by
the Buyer. Buyer shall have at least thirty (30) days (“Due Diligence Period”) from receipt of all of
the Due Diligence Items to review and to approve the Due Diligence Items and any other information
or documentation it acquires prior to the expiration of the Due Diligence Period. If Buyer, in its sole discretion,
does not approve any of the Due Diligence Items or any of the information provided to Buyer pursuant to this section
or any information or documentation it otherwise acquires at any time, Buyer, at its option, may terminate this Agreement by
written notice to Seller, whereupon this Agreement shall become null and void and of no further force and effect. However,
in lieu of such immediate termination of this Agreement, Buyer may at its option, notify Seller in writing of those matters
as to which it has concerns and extend the Due Diligence Period and Asset Buyer’s right to terminate this Agreement
for a period of an additional thirty (30) days in order to give the parties the opportunity to resolve such concerns. Buyer’s failure
to terminate this Agreement pursuant to this Section 1.4 shall not affect Buyer’s right to require the satisfaction of
all conditions to closing set forth in this Agreement.


 


Section 1.08Purchase
Price. Subject to the completion of a final valuation report to be provided by a valuation firm mutually agreed by the
parties (the “Valuation Report”), the aggregate purchase price for the Assets shall be RMB24,000,000 (the “Purchase
Price”), or equivalent in US Dollar. The Purchase Price may be adjusted by the Valuation
Report and shall be payable to the Seller on the Closing Date (as defined in Section 2.01).


 


Section 1.09
Performance Bonus. Within thirty
(30) days after the expiration of the Term (as defined in Section 5.01) of this Agreement, Buyer shall pay to Seller the following
bonus upon the achievement by the operation of the Assets of the following events during the one year following the Closing Date
(“Valuation Period”):


 


(a) RMB56,000,000
worth of common stock of Buyer (the “Bonus Shares”) if the Assets generate an average net profit per day per
machine on behalf of Buyer during the Valuation Period (“Daily Profit”) that is equal to RMB 150,000.


 


(b) If
the Daily Profit is less than RMB 150,000, the Buyer shall issue to the Seller the Bonus Shares on a pro rata basis.


 


(c) If
the Daily Profit is more than RMB 150,000, the Buyer shall issue to the Seller additional shares of common stock in proportion
to the amount that is in excess.


 


(d) Bonus
Shares issuable under this Section 1.04 shall in no event more than 19.99% of the total shares issued and outstanding of Buyer
as of the date of this Agreement.


 






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ARTICLE II


Closing


 


Section 2.01Closing.
Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement
(the “Closing”) shall be subject to completion of satisfactory legal and financial due diligence of the Buyer
and take place at such other time or place or in such other manner as Seller and Buyer may mutually agree upon in writing. The
date on which the Closing is to occur is herein referred to as the “Closing Date.”


 


ARTICLE III


Representations
and warranties of seller


 


Seller represents and
warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof.


 


Section 3.01Organization
and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the Laws
of the PRC. Seller has full corporate power and authority to enter into this Agreement and the and the other agreements, instruments,
and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction
Documents”) to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which
Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the
transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, board, and shareholder action
on the part of Seller. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Seller
enforceable against Seller in accordance with their respective terms.


 


Section 3.02No
Conflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other Transaction
Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other governing documents of Seller;
(b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common
law, other requirement, or rule of law of any Governmental Authority (collectively, “Law”) or any order, writ,
judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental
Order”) applicable to Seller or the Assets; (c) require the consent, notice, declaration, or filing with or other action
by any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association, or other entity (“Person”) or require any permit, license, or Governmental Order; (d) violate
or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any
Contract to which Seller is a party or by which Seller is bound or to which any of the Assets are subject (including any Assigned
Contract); or (e) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest,
restriction of any kind, or other encumbrance (“Encumbrance”) on the Assets.


 






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Section 3.03Title
to Assets. Seller has good and valid title to all of the Assets, free and clear of Encumbrances.


 


Section 3.04Condition
and Sufficiency of Assets. Each item of Assets shall be brand new and free of repair and prior use, and is adequate
for the uses to which it is being put, and no item of Assets is in need of maintenance or repairs except for ordinary, routine
maintenance and repairs that are not material in nature or cost. During the Term (as defined in Section 5.01) of this Agreement,
there will be no restrictions on the Buyer’s right or ability to modify, relocate, or dispose of the Assets as the Buyer
sees fit.


 


Section
3.05Legal Proceedings; Governmental Orders.


 


(a) There
are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,
litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to Seller’s knowledge, threatened against or by Seller: (i) relating to or affecting the Assets; or (ii) that challenge
or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.


 


(b) There
are no outstanding Governmental Orders against, relating to, or affecting the Assets.


 


Section 3.06Compliance
with Laws. Seller is in compliance with all Laws applicable to the use of the Assets.


 


Section 3.07Regulatory
Approvals. No regulatory approval or filing with, notice to, or waiver from any
governmental authority is required to be obtained or made by Seller: (a) in connection with the execution and delivery of, and
performance by Seller of its obligations under, this Agreement or the consummation of the transactions contemplated hereby; (b)
to transfer any and all rights and benefits thereunder to Buyer; or (c) to the knowledge of the Seller, to permit the Buyer to
operate the Assets as contemplated.


 


Section 3.08Absence
of Conflicting Agreements. The execution, delivery and performance of this Agreement
by Seller and the completion of the transactions contemplated by this Agreement do not and will not result in or constitute any
of the following:


 


(a) a
default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of
any of the terms, conditions or provisions of the articles or by-laws of Seller; or


 


(b) an
event which, pursuant to the terms of any contract or license, would cause any right or interest of Seller to come to an end or
be amended in any way that is detrimental to the Assets or the business of Buyer.


 


Section 3.09Intellectual
Property.  The Assets do not violate or infringe the intellectual property
of any third party and Buyer will have all rights to intellectual property (without the need to make any payments in connection
therewith) required to operate the Assets in the manner currently contemplated.


 






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Section 3.10Warranty
Matters.  There have not been any warranty claims made against Seller in
respect of its business or sales of miners or for which Seller was responsible in the 24 months prior to the date hereof.


 


Section 3.11Full
Disclosure. No representation or warranty by Seller in this Agreement or any certificate or other document furnished
or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material
fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.


 


ARTICLE IV


Representations
and warranties of buyer


 


Buyer represents and
warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof.


 


Section 4.01Organization
and Authority of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the Laws
of the State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents
to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated
hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is
a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement
and the Transaction Documents constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance
with their respective terms.


 


Section 4.02No
Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate
or conflict with any provision of the certificate of incorporation, by-laws, or other organizational documents of Buyer; (b) violate
or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration,
or filing with or other action by any Person or require any permit, license, or Governmental Order.


 


Section 4.03Legal
Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or
seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.


 






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ARTICLE V


term


 


Section 5.01Term.
The
term of this Agreement (the “Term”) commences on the date first written above and continues thereafter until the one-year
anniversary of the Closing Date, unless and until sooner terminated by Seller as provided in Section 1.05.


 


ARTICLE VI


Miscellaneous


 


Section 6.01Notices.
All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a)
when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized
overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the
recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.


 


Section 6.02Interpretation;
Headings. 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. The headings in this Agreement are for reference
only and shall not affect the interpretation of this Agreement.


 


Section 6.03Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality,
or unenforceability shall not affect any other term or provision of this Agreement.


 


Section 6.04Entire
Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties
to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between
the statements in the body of this Agreement and those in the other Transaction Documents, the statements in the body of this Agreement
will control.


 


Section 6.05Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of this
Section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section 6.06Amendment
and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed
by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other right or remedy.


 






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Section 6.07Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit,
action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions
contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State
of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, proceeding, or dispute.


 


(b) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE
OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER
KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 6.08Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 




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





 


	 	Sichuan RiZhanYun Jisuan Co., Ltd.
	 	 
	 	/corporate seal/
	 	 
	 	Code Chain New Continent Limited


 


	 	By	/s/ Weidong (David) Feng
	 	Name:	Weidong (David) Feng
	 	Title:	Co-CEO


 


 


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