Exhibit 10.1


 


Subscription Agreement


 


This subscription agreement (this “Subscription”)
is dated _____, 2022, by and between the investor identified on the signature page hereto (the “Investor”) and CN Energy
Group. Inc., a British Virgin Islands company (the “Company”). The parties agree as follows:


 


1.       Subscription.
Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s Class A ordinary shares, no par value
(the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase
Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase
price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a currently effective
shelf registration statement on Form F-3, as amended (Registration No. 333-264579) (the “Registration Statement”).
The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) on June
13, 2022. A prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor
as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price
equal to 80% of the average daily dollar volume-weighted average price (“VWAP”) of the Class A ordinary shares on the NASDAQ
Capital Market (as reported by Bloomberg) during the last 10 Trading Days immediately preceding the date hereof. The completion of the
purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”)
to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration
Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to
be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature
line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust
Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS
Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery
through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and
records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company
shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional
Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares,
the Investor acknowledges receipt of the Registration Statement, any amendment to the Registration Statement, and the Prospectus Supplement,
the terms of which govern the investment in the Shares.


 


2.       Miscellaneous.
All questions concerning the construction, validity, enforcement and interpretation of this Subscription shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
This Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood
that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format. All communications
hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized
overnight courier service such as Federal Express, or sent via facsimile or e-mail transmission, to the party to whom it is addressed
at the following addresses or such other address as such party may advise the other in writing (i) to the Company: as set forth on the
signature page hereto and (ii) to the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon
receipt by the party to which it is addressed.


 


[Signature Page Follows]


 






     


     


    

 


If the foregoing correctly sets forth our agreement,
please confirm this by signing and returning to us the duplicate copy of this Subscription.


 


	Number of Shares: __________________________	CN ENERGY GROUP. INC.
	 	 	 
	Purchase Price per Share: $__________________	By:	 
	 	 	 
	Aggregate Purchase Price: $__________________	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Address Notice:


 


	INVESTOR:  	 	[Issuer Notice Information]


 


Select method of delivery of Shares: DRS or DWAC (Check One)


 


	 	 	DWAC DELIVERY INSTRUCTIONS:


 


	1.	Name of DTC Participant (broker dealer at which the account	 
	 	or accounts to be credited with the Shares are maintained):	 
	 	 	 	 
	 	 	 	 
	2.	DTC Participant Number:	 
	 	 	 	 
	 	 	 	 
	3.	Name of Account at DTC Participant being credited with the Shares:	 
	 	 	 	 
	 	 	 	 
	4.	Account Number of DTC Participant being credited with the Shares:	 
	 	 	 	 


 


___________    DRS ELECTRONIC
BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:


 


Name in which Shares should be issued: ______________________


 


Address for Shareholder: Street_________________________________________


 


City/State/Zip: ______________________________; Attention: _____________________________________


 


Telephone No.: _____________________________


 


WIRE PAYMENT INSTRUCTIONS:


 


ABA Routing No:


SWIFT Code:


Bank Name: 


Bank Address: 


Beneficiary Account Name: 


Beneficiary Account No:


Beneficiary Address: 


 






     


     


    

 


Please email back the completed Subscription to: