Exhibit 10.1


 


Joint Venture Agreement


 


THIS JOINT VENTURE AGREEMENT (this “Agreement”)
is entered into as of this _10th__ day of April, 2022 (the “Execution Date”), by and between Singularity Future Technology
Ltd., a company incorporated under the laws of the Commonwealth of Virginia (“Singularity”) and Golden Mainland Inc., a company
incorporated under the laws of the State of Georgia (“Golden Mainland”), (each a “Party” and collectively the “Parties”).


 


WHEREAS, Singularity is a global logistics
and blockchain technology company engaged in shipping, chartering, logistics services and technology services. Singularity is listed on
the NASDAQ Capital Market.


 


WHEREAS, Golden Mainland is a company engaged
in the provision of electricity services in North America, with access to up to 10GW of electricity resources in many states, including
the US and Canada.


 


WHEREAS, the Parties desire to establish
a Joint Venture entity(the “Joint Venture”), as defined further below;


 


WHEREAS, the Parties wish to enter into
a joint venture agreement (the “Joint Venture Agreement” or the “Agreement”) setting forth the terms and conditions
governing their agreement to enter into the transactions contemplated herby;


 


NOW, therefore, in consideration of the
promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:





 


ARTICLE 1. JOINT VENTURE


 


a. Name. Subject to the terms and conditions
of this Agreement, the Parties shall form a Joint Venture under the laws of the State of New York.


 


General Purposes. The general purposes
of the Joint Venture is a total investment of over $250 million to build a total of 1GW of mining sites in Texas, Ohio, and other states,
with a full load of 300,000 bitcoin miners in 3400 watt.


 


c. The form of organization of the
Joint Venture shall be a corporation. Neither Party shall have any liability to the Joint Venture except to the extent of their agreed
upon capital contributions.


 


d. Relationship. The relationship between
the Parties is exclusively that of Joint Venture. Nothing in this Agreement shall be construed to create employment, partnership, or other
fiduciary relationship between the Parties.


 


ARTICLE 2. PRINCIPAL PLACE OF BUSINESS


 


The principal place of business for
the Joint Venture shall be as follows:


 


98 Cutter Mill Rd Suit 322, Great Neck,
NY11021.


 






     


     


    

 


ARTICLE 3. ASSETS & TITLE 


 





The Parties hereby agree that legal title to assets
of the Joint Venture, including intellectual property assets, real property assets, incoming funds and other monetary assets, as well
as the Joint Venture itself, shall remain in the name of the Joint Venture.


 


a. The Joint Venture has the right to decide
to build the mining sites, promote and conduct all kinds of operations related to the mining in any country.


 


ARTICLE 4. Capital Contributions 


 


a. No
capital contribution has yet been made to the Joint Venture. The Parties shall be obligated to make the initial capital contributions
to the Joint Venture proportionate to the Parties’ respective equity interests.


 


b. The
Parties may make additional capital contributions to the Joint Venture from time to time in a mutually agreed-upon manner. The Parties
may also take out loans or acquire other debts for the Joint Venture, but each Party must obtain a written consent from the other Party
prior to any such acquisition of loans or other financial obligations.


 


c. Capital contributions to the Joint Venture
may be made by the Parties in the form of cash or other properties and assets.


 


(1) [Singularity] agrees to contribute capital/cash
to the Joint Venture and pays all operation costs including, without limitation, office rent, office supplements, employee salaries and
benefits, any other business related expenses.


 


(2) Golden Mainland shall provide the corresponding
power resources and co-finance up to US$250 million with Singularity..


 


(3) Both Parties shall consciously
contribute to the development of new business opportunities and profitability in the name of Joint Venture. If one party delays its
capital contribution, the other party may withhold its capital contribution and recover the contribution already paid, including but
not limited to cash, copyright, goodwill, properties and assets.


 


(4) Both Parties agree that, the total fund contribute
to the JV will up to $250 million, the fund contribution ratio for Singularity is 51% and for Golden Mainland is 49%.


 


ARTICLE 5. OWNERSHIP AND EQUITY INTEREST


 


a. The equity interest of each Party shall be as follows:


 


Singularity: 51%


 


Golden Mainland: 49%


 


b.
The Parties will share profits and losses in proportion to their equity interests. Each party is entitled to share the Joint Venture’s
items of income, gain, loss, deduction, credit, and cash available for distribution pursuant to the Equity Interest as described in this
Agreement, such Interest to be subject to all of the terms and conditions of this Agreement.


 


c. In the event of a default under this
Agreement, the defaulting Party agrees to indemnity the other party against any loss or liability exceeding the other party’s ownership
percentage set forth in this Agreement or for any liability or loss directly resulting from the default.


 






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d. No party shall have any right
to compensation solely due to its contribution to the Joint Venture except for the right to their respective shares in the net profits
as provided herein, unless otherwise provided in this Agreement.


 


e. If any Party intends to transfer all or part of the ownership
interest to a third party, such transfer requires the written consent of the other party, and the other party has the right of first refusal.
However, each Party shall have the right to transfer all or part of the ownership interest to its affiliates, provided that such an affiliate
has similar knowledge, capability and qualification to the transferor.


 


f. If any Party intends to transfer all or part of the ownership
interest to a third party, the Party shall serve a written notice to the other party and inform the other Party of the terms and conditions
of the proposed transfer. The other Parties shall respond as to whether to exercise its right of first refusal or agree to the proposed
transfer within three (3) months of receipt of the written notice. If the other Parties fails to exercise its right of first refusal or
agree to the proposed transfer to a third party within three months upon receipt of such notice, the transferor shall have the right to
transfer to the third party, provided the terms and conditions of the proposed transfer shall be no more favorable than those in the written
notice served to the other Party.


 


ARTICLE 6 THE BOARD OF DIRECTORS


 


6.1 Composition of the Board


 


		(a)	The board of directors (the “Board”) shall consist of three (3) directors, two appointed
by Singularity and one (1) appointed by Golden Mainland. The third director shall be nominated by Singularity and appointed by both Parties.
Each director shall be appointed to serve for a term of five (5) years and may serve consecutive terms if reappointed by the original
appointing Party.



 


		(b)	If a seat on the Board is vacant due to retirement, removal,
resignation, illness, disability or death of a director, the Party that originally appointed such director may appoint a successor to
serve out such director’s term.



 


		(c)	No Party shall appoint a person who has been be in serious violation of any law or agreements as the director
of the Joint Venture.



 


6.2 Board Resolutions


 


		a.	The Board shall be the highest authority of the Joint Venture. It shall decide all major issues concerning
the Joint Venture.
	 	 	 



		b.	The following matters require unanimous approval of all the directors:



 


		(i)	Terminating or change of the Joint Venture’s main business ;



 


		(ii)	Making the Joint Venture’s salary and welfare system;



 


		(iii)	Initiating, changing or cancelling financing applications of the Joint Venture;



 


		(iv)	Sale, transfer or disposal of the Joint Venture’s assets valued in excess of



 


		(v)	Repurchase of any shares or equity interests of the Joint Venture;



 





		(vi)	Operation plans and investment plans of the Joint Venture;



 


		(vii)	Investment in other companies;



 


		(viii)	Review and approval of the annual financial, budget plan and financial accounting plan of the Joint Venture;



 


		(ix)	Review and approval of the profit distribution plan and loss compensation plan of the Joint Venture;



 


		(x)	Change of the General Manager of the Joint Venture;



 






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		(xi)	Extension of the term of the Joint Venture ;



 


		(xii)	Establishment, adjustment or deregistration of any subsidiary;



 


		(xiii)	Any sale, transfer, license, pledge or disposal in other ways of any trademark, patent, copyright or other intellectual property owned
by the Joint Venture;



 


		(xiv)	Changes of the size or business scope of the Joint Venture;



 


		(xv)	Any guarantee to a third party for any debts or other financial obligations;



 


		(xvi)	Any change to the accounting standard currently adopted by the Joint Venture;



 


		(xvii)	Borrowing from banks or other financial institutions for non-business purpose;



 


		(xviii)	Donating more than USD$5,000.00 in any fiscal year to any persons or organizations;



  





		(xix)	Approval, adjustment, change of the related transaction between the Joint Venture and its director or
shareholder, including but not limited to providing loans or guarantees, directly or indirectly, to any director or shareholder, undertaking
to indemnify or providing guarantee to the debts of any director or shareholder;



 


		(xx)	Any mortgage, guarantee, or pledge of the Joint Venture’s assets;



 


		(xxi)	Amendments to the Articles of Association;



 


		(xxii)	Early termination and dissolution of the Joint Venture;



 


		(xxiii)	Increase or decrease of registered capital or the total capital of the Joint Venture;



 


		(xxiv)	Merger, spin-offs and reorganizations of the Joint Venture.



 


6.3 Duties of the Board / Management


 


a. Establish
the departments of the Joint Venture and overseeing the operation of the business;


 


b. Manage
the day-to-day operations, bank accounts, staff and employees of the Joint Venture to ensure the continuous and optimal operation of the
Joint Venture;


 


c. Decide
on short-term and long-term goals of the Joint Venture , decide on the strategies of the Joint Venture, develop business plans and implement
them;


 


d. Initiate
and review annual financial plan, approve annual budget and monitor the budget execution;


 


e. Monitor,
control and regulate the financial, commercial and operational affairs of the Joint Venture through monthly, quarterly, and annual financial
statements.


 






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ARTICLE 7 OPERATIONS AND MANAGEMENT


 


7.1 Management System


 


		(d)	The Joint Venture shall adopt a management system under which the General Manager shall be responsible to and under the leadership
of the Board.



 


		(e)	the General Manager shall be responsible for the day-to-day
management and operations of the Joint Venture. The General Manager shall be nominated by Singularity and appointed by the Board.



 


		(f)	The General Manager shall serve for a term of [3] years.



 


		(g)	The General Manager may serve consecutive terms upon re-appointment by the Board. In the event that it
becomes necessary to replace the General Manager prior to the end of his/her then current term of office, Singularity shall nominate a
new candidate to the Board for appointment to fill the position.



 


7.2 Responsibilities of the General Manager


 


a. The General Manager shall be directly
report to the Board. The General Manager shall sit in at the meetings of the Board, and carry out various resolutions of the Board, manage
and direct the day-to-day operation and management team of the Joint Venture.


 


b. Other duties of the General Manager:
develop the intellectual properties for the Joint Venture, such as trademarks, copyrights, and/or patents; develop the image and goodwill
of the Joint Venture; Monitoring the development of technology products of the Joint Venture; report on the major technical issues of
the Joint Venture; and other duties may be assigned by the Board.


 





7.3 Neglect of Duty


 


In the event of corruption or serious
breach or neglect of duty on the part of the General Manager, other manage team member shall recommend to the Board passing a resolution
for dismissal of the General Manager.


 


7.4 Accounting System


 


(a) The
Financial Controller of the Joint Venture, under the leadership of the General Manager, shall be responsible for the financial management
of the Joint Venture.


 


(b) The
General Manager and the Financial Controller shall prepare the accounting system and procedures in accordance with the relevant regulations.
The accounting system and procedures to be adopted by the Joint Venture shall be submitted to the Board for approval.


 


7.5 Financial Reports


 


(a) The
Joint Venture shall furnish to the Parties financial reports on at least a [monthly/quarterly] basis so that they may continuously be
informed about the Joint Venture’s performance.


 


(b) The
Joint Venture shall submit to the Parties an annual financial report (which shall include a profit and loss statement and balance sheet
for the fiscal year) within 2 weeks after the end of the fiscal year.


 


7.6 Fiscal Year


 


The Joint Venture shall adopt the following fiscal year: beginning
on July 1st and end on June 30, except that the first fiscal year shall commence on the date that the Joint Venture is formed and shall
end on June 30 of next year.


 






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ARTICLE 8 TERM & TERMINATION 


 


8.1 The term of the Joint Venture (“Joint Venture Term”)
shall be five (5) years, beginning on the date hereof and continuing until the 10th day of April, 2027, unless earlier terminated
as specifically provided in this Joint Venture Agreement.


 


8.2 At least two (2) years before the Joint Venture
Term expires, the Parties shall discuss the extension of the Joint Venture Term. If the Parties agree to extend the Joint Venture Term,
the extension of the term shall be registered with the Filing Authority if applicable.


 


8.3 The Joint Venture shall be dissolved and this
Joint Venture Agreement shall be terminated if any of the following events occurs:


 


1) expiration
of the Joint Venture Term


 


2)
inability to continue operations of the Joint Venture due to the failure of one of the Parties to fulfill its obligations stipulated
in this Joint Venture Agreement and the Articles of Association (and if as a result one Party is in breach of Article 11, the other
Party shall have the right to sue for damages regardless of whether this Joint Venture Agreement is terminated or not).


 


3)
the Joint Venture is unable to continue operations due to the occurrence of an event of Force Majeure, as provided in Article 20 of
the Agreement;


 


4)
the Joint Venture is unable to achieve or maintain its business objectives, and has no future development prospects;


 


5)
the Parties unanimously agree to an early dissolution of the Joint Venture;


 


6)
an effective judicial order of dissolution issued by relevant judicial organs;


 


7)
the Joint Venture is sold to a third party;


 


8.4 The Joint Venture must be terminated prior
to dissolution, sale, or completion in the following circumstances:


 


(1) If
either Party is in material breach of any term of this Joint Venture Agreement that cannot be cured within fourteen (14) days, or that
Party fails to cure the breach within fourteen (14) days after a written request, the non-breaching party may terminate this Joint Venture
Agreement in writing and force the sale or dissolution of the Joint Venture and its assets;


 


(2) If
either Party is unable to perform its duties under this Joint Venture Agreement, including payment obligations or performance obligations,
any other party may terminate this Joint Venture Agreement in writing and force the sale or dissolution of the Joint Venture and its assets.


 


8.5 Upon the termination of the Joint
Venture, the Joint Venture and any remaining assets will be liquidated and the Parties will distribute the proceeds of such liquidation
in proportion to their respective capital contributions.


 


ARTICLE 9. GENERAL DUTIES


 


The Parties, or other managers the Parties agree to hire,
shall manage the Joint Venture as follows:


 


a. Overseeing the
day-to-day operations of the Joint Venture;


 


b. Manage the books
and other financial records of the Joint Venture;


 


c. Hiring staffs
and contractors and overseeing the work of such staff and contractors;


 


d. Any other responsibilities under this Joint Venture
Agreement.





 






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ARTICLE 10. EXTERNAL FINANCING 


 


Notwithstanding the foregoing, the
Parties will not be able to undertake any of the following actions without the mutual written consent of the Parties:


 


a. Take out loans,
borrow money, or otherwise acquire any debt from any person or entity;


 


b. Grant loans,
lend money, or otherwise in other forms to provide loans to any person or entity;


 


c. Purchase real
estate;


 


d. Refinance or
otherwise alter the terms of any existing debt;


 


e. Allowing refinancing
or otherwise altering the terms of any debt of any current debtor;


 


ARTICLE 11. BREACH OF AGREEMENT
AND LIABILITIES FOR BREACH OF AGREEMENT


 


11.1 Breach of Agreement 


 


If a Party fails to perform any of its
material obligations under this Joint Venture Agreement, or if any material representation or warranty made by a Party under this Joint
Venture Agreement is untrue or inaccurate, then that Party (Breaching Party) has breached this Agreement. In this case, the non-breaching
Party may give the Breaching Party written notice that it has breached this Joint Venture Agreement and shall cure the breach within
a reasonable time, which shall not exceed sixty (60) days of the date of such notice. If the breach has not been cured by the end of
such sixty-day period, the non-breaching Party may request early dissolution of the Joint Venture.





 


11.2 Liability for Breach 


 


In the event of a breach of this Joint Venture
Agreement, the breaching Party shall indemnify the Joint Venture and other Parties in accordance with Article 10.3 of this Joint Venture
Agreement. The rights set forth in Article 19 shall be in addition to any other remedies available to the non-breaching Party. The termination
of this Joint Venture Agreement due to the exercise of such rights shall not relieve any Party of any obligations, nor does it relieve
the breaching Party from its liability for damages to the non-breaching Party for breach of this Joint Venture Agreement. Waiver by the
Performing Party of one or more default by the Breaching Party shall not deprive the Performing Party of its right to terminate this Agreement
arising by reason of any subsequent default.


 


11.3 Indemnification by the Parties 


 


Each Party agrees to reimburse, indemnify and
hold harmless the Joint Venture and the other Party from and against any and all claims, actions, deficiencies, assessments, liabilities,
losses, damages, costs, expenses, judgments and settlements, including reasonable legal fees, of any kind relating to or arising out of
or in connection with or incidental to any breach of any representation or warranty of the Party under this Joint Venture Agreement or
the failure of the Party to perform any of its obligations under this Joint Venture Agreement or in connection with any liability which
results in losses to the Joint Venture or the other Party.


 


ARTICLE 12. CONFIDENTIALITY 


 


Each Party hereby acknowledges and agrees that
they and the other party each possess certain non-public confidential information (the “Confidential Information”) and may
also possess trade secret information (the “Trade Secret Information”) (collectively the “Proprietary Information”)
regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each
of their respective businesses and the Parties have entered into this Joint Venture as a business relationship, through which they will
each have access to another party’s Proprietary Information. Each of the Parties desires to maintain the secret and private nature of
any Proprietary Information given. “Receiving Party” refers to the Party that is receiving the Proprietary Information and “Disclosing
Party” refers to the Party that is disclosing the Proprietary Information.








 






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a. Confidential Information refers to any information
which is confidential and commercially valuable to any of the Parties.


 


(1) The
Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents,
trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, power resources, power
contract and other oral or written knowledge and secrets and may pertain to, but is not limited to, the fields of research and development,
forecasting, marketing, personnel, customers, suppliers, intellectual property and finance including any other information which is confidential
and commercially valuable to any of the Parties.


 


(2) Confidential
Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as
confidential under the circumstances through which it was disclosed.


 


b. Confidential Information shall not mean any information which:


 


(1) is
known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving
Party;


 


(2) is
already known, through legal means, to the Receiving Party;


 


(3) is
given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;


 


(4) is
given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or


 


(5) is
developed independently by the Receiving Party and the Receiving Party can show such independent development.


 


c. “Trade Secret Information” shall
be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable
by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.


 


d. The Parties hereby agree they shall:


 


(1) Not
disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the
Parties’ relationship with each other unless, in the case of Confidential Information, that third party is a service provider necessary
for the Joint Venture and the third party service provider agrees to sign a Non-Disclosure Agreement mutually agreeable to each Party;


 


(2) Not
disclose the Confidential Information via any unauthorized means to any third parties for a period of three(3)
years following the termination of this Joint Venture Agreement;


 


(3) Not
disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever
occurs first, to any third party at any time;


 


(4) Not
use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized
by the Disclosing Party.


 






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ARTICLE 13. PRIOR INTELLECTUAL PROPERTY


 





In accordance with the terms and conditions
of this Joint Venture Agreement, title and interest in and to intellectual property belonging to each of the Parties prior to this Joint
Venture, including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork,
or any other intellectual property, registered or otherwise, shall remain with that Party throughout the duration of this Agreement and
forever thereafter.


 


ARTICLE 14. THIRD PARTY LIABILITY 


 


Each Party hereby agrees and acknowledges
that their own liabilities, including debts and other financial obligations, shall remain their liabilities and shall not become the liabilities
of the Joint Venture, nor shall any Party become liable for the liabilities of any other Party.


 


ARTICLE 15. DECISION DEADLOCK 


 


The Parties will generally decide on
the business decisions of the Joint Venture together, as well as any other management decisions to be made. However, in the event that
the Parties cannot agree on a material issue related to the Joint Venture, this will be deemed a deadlock. If a deadlock occurs, any Party
may offer to purchase the entirety of the Joint Venture from the other Party in writing, at a price mutually agreed-upon by both Parties.
The price may be obtained through an external valuation.


 


ARTICLE 16. COMPETITION 


 


No Party shall be permitted to engage
in any competitive venture with this Joint Venture during the duration of this Joint Venture Agreement and the existence of the Joint
Venture. This prohibition includes engaging in the employ of, acting as an independent contractor for, or otherwise providing business
services to other organizations, companies or individuals who are or are potentially direct or indirect competitors of the Joint Venture.


 


ARTICLE 17. ARBITRATION 


 


In case of a dispute between the Parties relating
to or arising out of this Joint Venture Agreement, the Parties shall first attempt to resolve the dispute in good faith. If these resolution
attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following state:
New York. Each Party shall pay their own costs and fees. The Parties, in agreement with this subpart of this Joint Venture Agreement,
waive any rights they may have to a jury trial in regard to arbitral claims.


 


ARTICLE 18. INSURANCE 


 


The Joint Venture will obtain and maintain appropriate
insurance for the particular industry the Joint Venture operates in.


 


ARTICLE 19. LIMITATION OF LIABILITY


 


No Party shall be liable to any other Party in
this Joint Venture Agreement, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature
whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss,
data loss, loss of goodwill, or other loss of turnover, profits, or business.


 






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ARTICLE 20 FORCE MAJEURE 


 


20.1 Should any Party be prevented from performing its obligations
under this Agreement by force majeure, such as earthquake, typhoon, flood, or other acts of nature, fire, explosion or other unforeseen
event beyond the affected Party’s reasonable control (an Event of Force Majeure), the affected Party shall give the other Parties
written notice without delay, and within fifteen (15) days of the event provide detailed information about and documents evidencing the
event (including documents from official authorities if applicable), explaining the reasons for its inability to perform, or for its delay
in the performance of, all or part of this Agreement.


 


ARTICLE 21. GENERAL PROVISIONS 


 


a. GOVERNING
LAW: Both parties agree this agreement
shall be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws
rules. Any action arising out of this Joint Venture Agreement shall be brought in the state or federal courts located in the New York
and both parties submit to the exclusive jurisdiction of any such court.


 


b. LANGUAGE:
All communications made or notices given pursuant to this Joint Venture Agreement shall be in the English or Chinese languages.


 


c. ASSIGNMENT:
This Joint Venture Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or
part by any Party.


 


d. AMENDMENTS:
This Joint Venture Agreement may only be amended in writing signed by both Parties.


 


e.NO WAIVER: None of the terms of this
Joint Venture Agreement shall be deemed to have been waived by any act or acquiescence of any Party. Only an additional written agreement
can constitute waiver of any of the terms of this Joint Venture Agreement between the Parties. No waiver of any term or provision of this
Joint Venture Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of
any Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.


 


f. SEVERABILITY: If any provision
or term of this Joint Venture Agreement is held to be unenforceable, then this Joint Venture Agreement will be deemed amended to the
extent necessary to render the otherwise unenforceable provision, and the rest of the Joint Venture Agreement, valid and
enforceable. If a court declines to amend this Joint Venture Agreement as provided herein, the invalidity or unenforceability of any
provision of this Joint Venture Agreement shall not affect the validity or enforceability of the remaining terms and provisions,
which shall be enforced as if the offending term or provision had not been included in this Joint Venture Agreement.


 


g. PUBLIC ANNOUNCEMENT:
No Party will make any public announcement or disclosure about the existence of this Joint Venture Agreement or any of the terms herein
without the prior written approval of the other Party or Parties.


 


h. ENTIRE
AGREEMENT: This Joint Venture Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous
understandings, whether written or oral.


 


i. HEADINGS:
Headings to this Joint Venture Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of
this Joint Venture Agreement.


 


j. COUNTERPARTS:
This Joint Venture Agreement may be executed in counterparts, all of which shall constitute a single agreement.


 






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k. NOTICES
ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Joint Venture Agreement shall be in writing and shall be sent by
first class mail, air mail, or e-mail, to the address of the relevant Party set out of this Joint Venture Agreement, or other addresses
as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the
Parties is as follows:


 


Attn: Ms. Jing Shan 


Address: 98 Cutter Mill Rd Suit 322, Great Neck, NY11021 


Tel: +1 718-888-1814


Email: angelashan@singularity.us


 


Golden Mainland


 


Attn: Haiyao Jiang


Address: 2757 Buford HWY NE STE 404 Atlanta, GA 30324 USA


Tel:


Email: haiyao2022@gmail.com


 


have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized.



 






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	Singularity Future Technology Ltd.	 	Golden Mainland Inc.


 


	By:	Jing Shan	 	By:	Haiyao Jiang
	 	 	 	 	 
	Title:	COO	 	Title:	 
	 	 	 	 	 
	Signature: 	/s/ Jing Shan	 	Signature: 	/s/Haiyao Jiang


 


 


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