Exhibit 10.1


 


TOKEN PURCHASE AGREEMENT


 


THIS SHARE EXCHANGE AGREEMENT (the “Agreement”)
is made and entered into as of May 17, 2022 by and BETWEEN:


 


Wave Sync Corp. 


19 W 44th Street, Suite 1001


New York, NY 10036


(“Purchaser”)


 


and


 


WeWin DAO LLC


30 N Gould St Ste R


Sheridan, WY 82801 


(“Seller”)


(collectively, the “Parties”)


 


WHEREAS, the Seller is a company engaged
in the business of developing and operating a Web 3.0 decentralized Social Media Platform with a maximum supply of 100,000,000,000 WWC
Tokens (the “Aggregate Tokens”); the Aggregate Tokens represent 100% of the issued and outstanding WWC Tokens and 100%
of the voting rights in the Seller.


 


WHEREAS, the Purchaser is a company with
its shares listed on the OTC Pink tier of the OTC markets with the ticker symbol “WAYS”.


 


WHEREAS, with the Purchase Price as consideration,
the Purchaser desires to acquire Sale Tokens, which shall represent ten percent (10%) of the Aggregate Tokens (the “Token Purchase”).


 


NOW, THEREFORE, in consideration of the
foregoing, representations, warranties, covenants and agreements herein contained and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


PURCHASE AND SALE OF TOKENS


 


1.1 Purchase and Sale of
the Tokens. Subject to the terms and conditions herein stated, subject to delivery of the Purchase Price to the Seller, the Seller
agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to Purchase on the Closing
Date, free and clear of all encumbrances, charges, liens, or mortgages whatsoever, 10,000,000,000 WWC tokens (the “Sale Tokens”),
which represent ten percent (10%) of the ownership interest and voting rights in the Seller.


 


1.2 Purchase Price.
The Purchaser and the Seller agree that the aggregate purchase price for the Sale Tokens shall be Ten Million Dollars ($10,000,000.00)
(the “Purchase Price”) payable in Consideration Shares valued at $4.00 per Consideration Share in the total amount
of Two Million and Five Hundred Thousand (2,500,000) shares of common stock of the Purchaser (the “Consideration Shares”).
The parties agree that on the Closing Date and subject to the terms and conditions set forth herein, the Consideration Shares shall be
delivered to the Seller and the Sale Tokens shall be delivered to the Purchaser as described in Article VI.


 






     


     


    

 


ARTICLE II


LOCK UP


 


2.1 Sale Tokens Lock Up.
 Except as contemplated in this Agreement, the Purchaser hereby covenants and agrees that during the period commencing on and including
the date hereof and ending on and including the three hundred and sixty fifth (365th) day following the date of this Agreement
(the “Sale Token Lock-Up Period”), the Purchaser will not, without the prior written consent of the Seller (which consent
may not be reasonably withheld at the sole discretion of the Seller), directly or indirectly offer, sell (including without limitation,
any short sale) assign, transfer, pledge, or otherwise dispose of, any Sale Tokens, unless the Seller achieves the listing of the WWC
Token on a Cryptocurrency Central Exchange  prior the expiry of the Sale Token Lock-Up Period.


 


2.2 Consideration Shares
Lock Up.  Except as contemplated in this Agreement, the Seller hereby covenants and agrees that during the period commencing on and
including the date hereof and ending on and including the three hundred and sixty fifth (365th) day following the date of this
Agreement (the “Consideration Share Lock-Up Period”), the Seller will not, without the prior written consent of the
Purchaser (which consent may not be reasonably withheld at the sole discretion of the Seller), directly or indirectly offer, sell (including
without limitation, any short sale) assign, transfer, pledge, contract to sell, establish an open “put equivalent position”
within the meaning of Rule 16a-1(h) of the Exchange Act Rules, or otherwise dispose of, or announce the offering of, or request the Purchaser
to file a registration statement under Securities Act in respect of, any Consideration Shares, unless the Purchaser achieves the listing
of the its shares on the national stock exchange, such as NASDAQ or NYSE, prior to the expiry of the Consideration Share Lock-Up Period.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES 


OF THE SELLER


 


3.1 The Seller hereby
represents and warrants to the Purchaser as of the date of this Agreement unless specified herein:


 


		(a)	the Seller and all of the Seller’s subsidiaries are duly formed, validly existing and in good standing
under and by virtue of the laws of the State of Wyoming, and has all power and authority, corporate and otherwise, and all governmental
licenses, franchises, permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry
on its business as now conducted and as proposed to be conducted.



 






    2 


     


    

 


		(b)	the execution, delivery and performance by the Seller of this Agreement are within the corporate powers
of the Seller and have been duly authorized by all necessary action on the part of the Seller.



 


		(c)	the Seller has heretofore made available to the Purchaser true and complete copies of the certificate
of formation, articles of association, by-laws, operating agreements or other comparable organizational documents minute books and stock
books, if applicable (the “Corporate Documents”), as in effect or constituted on the date hereof. The execution, delivery,
and performance by the Seller of this Agreement and any has not violated and will not violate, and the consummation of the transactions
contemplated hereby or thereby will not violate, any of the Corporate Documents or any applicable law. The Seller has not taken any action
that is in violation of its Corporate Documents.



 


		(d)	the Sale Tokens will be sold to the Purchaser free of all mortgages and charges or other encumbrances
whatsoever and to the extent which mortgages, charges or encumbrances exist then that Seller shall do all things in order to obtain a
full and complete discharge and release of that mortgage, charge or other encumbrance and provide the same to the Purchaser simultaneously
with the execution of this Agreement;



 


		(e)	the Seller has not issued the Sale Tokens to any party other than the Purchaser;



 


		(f)	the Sale Tokens represent ten percent (10%) of the ownership interest and voting rights in the Seller;



 


		(g)	the financial projections delivered to the Purchaser have been prepared by Seller in light of the past
operations of its business, and reflect projections for the three-year period beginning on January 1, 2022. The projections are based
upon estimates and assumptions stated therein, all of which Seller believes to be reasonable and fair in light of current conditions and
current facts known to Seller and, as of the Closing Date, reflect Seller's good faith and reasonable estimates of the future financial
performance of Seller and of the other information projected therein for the periods set forth therein;



 


		(h)	each Material Contract identified by the Seller is in full force and effect and is valid and enforceable
in accordance with its terms;



 


		(i)	except as reported by the Seller:



 


		a.	the Seller is in material compliance with all applicable terms and requirements of each Material Contract;
	 	 	 



		b.	to the knowledge of the Seller, no event has occurred or circumstance exists that (with or without notice
or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Seller or other person the right to
declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any
Material Contract; and
	 	 	 



		c.	to the knowledge of the Seller, Seller has not given to or received from any other person, any written
notice or communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Material Contract



 






    3 


     


    

 


		(j)	the Seller has not granted any option to any person to take up or acquire the Sale Tokens or any part
thereof;



 


		(k)	apart from the Aggregate Tokens, there are no other WWC tokens to be issued by the Seller;



 


		(l)	except as contained in the Seller’s Corporate Documents, there is no restriction or limitation on
the Seller’s power to sell the Sale Tokens to the Purchaser on the terms contained in this Agreement;



 


		(m)	all consents have been obtained, all approvals given, all waivers obtained and all procedures followed
as may be necessary either under the Corporate Documents of the Seller or under the members’ agreement to enable the transfer of
all of the Purchase Tokens to the Purchaser so as to exclude all rights and interests of any other third party;



 


		(n)	there are no Material claims against the Seller by any of its customers, clients, suppliers, employees
or other persons that have not been duly disclosed in writing by the Seller to the Purchaser;



 


		(o)	the Seller has not been in breach of any legislative standards, licences or permits which shall apply
to the Seller, its ordinary business activities;



 


		(p)	no major supplier of product of services of the Seller is likely to cease to supply those products or
services to the Seller as a consequence of the sale of the Sale Tokens to the Purchaser;



 


		(q)	the entering into this Agreement or the sale of the Sale Tokens is not an event entitling any person who
is a party to any agreement with the Seller to terminate that agreement;



 


		(r)	the Seller is solvent and able to pay debts as and when they fall due and there are no outstanding judgments
or current litigation in which the Seller is involved that has not been fully disclosed in writing by the Seller to the Purchaser;



 


		(s)	except as disclosed in writing to the Purchaser, the Seller is not in dispute with any of its customers
or suppliers;



 


		(t)	there are no amounts owed by any of the members of the Seller and/or the holders of the WWC Tokens to
the Seller and nor are there any amounts owed by the Seller to any of its members of the Seller and/or the holders of the WWC Tokens that
have not been disclosed in writing by the Seller to the Purchaser;



 






    4 


     


    

 


		(u)	the business of the Seller has at all material times been conducted in the ordinary and usual course,
all licences, permits, consents, leases, and approvals necessary for the Seller to carry on the business are in good standing and current;
and



 


		(v)	there is no fact or circumstance which if disclosed in writing to the Purchaser would cause the Purchaser
not to enter into this Agreement or to enter into this Agreement on terms different to the current terms and less favourable to the Seller.



 


3.2 The Seller hereby
represents and warrants to the Purchaser that all taxes (including all penalties and interest) of whatsoever kind of nature which have
been assessed in respect to the Seller have been paid, that all returns in respect of tax have been ledged with the appropriate State,
Provincial or Federal tax authority, the Seller is not subject to any tax audit or investigation and there are no proceedings in any court
relating to any disputed tax liability of the Seller.


 


3.3 The Seller hereby
represents and warrants to the Purchaser that in respect of all employees whether past or present of the Seller:


 


		(a)	all their salary, wages, benefits and leave entitlements are paid;



 


		(b)	there are no disputes or claims current at the date hereof nor any existing circumstances known to the
Seller which might give rise to any dispute or claim by any such employee;



 


		(c)	there are no amounts on whatsoever account owed by the Seller to any employee that have not been fully
disclosed in writing to the Purchaser.



 


ARTICLE IV


ISSUANCE OF THE CONSIDERATION SHARES BY THE
PURCHASER


 


4.1 The Purchaser Price for
the sale of the Sale Tokens by the Seller to the Purchaser shall be the allotment by the Purchaser of the Consideration Shares to the
Sellers at the Closing Date. The Consideration Shares shall be deemed fully paid shares of common stock shares if issued pursuant to this
Agreement.


 


4.2 The Consideration Shares
shall be issued in the form of book-entry to the Seller free of all encumbrances, charges, liens, or mortgages, so that the Seller shall
become the lawful owner of those Consideration Shares and have all rights and entitlements attached to those Consideration Shares as are
set out in the constitution of the Purchaser.


 


4.3 The Purchaser shall use
its best efforts to have its board of directors approve the transactions set forth herein, in order to ensure that the issuance of the
Consideration Shares to be effectively carried out and that all requirements in respect of that issuance are met.


 






    5 


     


    

 


ARTICLE V


REPRESENTAITONS AND WARRANTIES OF THE PURCHASER


 


		5.1	The Purchaser hereby represents and warrants to the Seller
as of the date of this Agreement unless specified herein:



 


		(a)	the Purchaser has full power through its Board of Directors to allot the Consideration Shares to the Seller
and such allotment shall not constitute the breach of any agreements with any other person, company or entity, or trigger any right or
entitlement in any person, company or entity to make any claim or exercise any right or impose any obligation on the Purchaser;



 


		(b)	the Purchaser’s shareholder list is up to date and correct and shows all shareholders of the Purchaser,
their full names, addresses and the number of shares held by each of them.;



 


		(c)	there are no special rights attaching to any of the Purchaser’s issued shares in the that have not
been fully disclosed in writing to the Seller and except as disclosed in writing to the Seller, all shares issued in the Purchaser are
shares of common stock and have been deemed as fully paid;



 


		(d)	the Purchaser is solvent. There are no outstanding judgments against the Purchaser as at the date hereof
and nor will there be at the Closing Date.



 


		(e)	there is no shareholders’ agreement with any of the shareholders of the Purchaser whereby the shareholder
has a pre-emptive right to require the Consideration Shares to be the first offered to him, her or it before they are allotted to the
Seller, or if such rights do exist, they have been waived so as to permit the Purchaser to allot the Consideration Shares. If there is
any current shareholders’ agreement with any of the Shareholders of the Purchaser, a copy has been provided by the Purchaser to
the Sellers;



 


		(f)	the Purchaser is not engaged in any litigation and the Purchaser is not aware of any Material claim that
could be made against it by any person.



 


		(g)	To the Purchaser’s Knowledge the Purchaser has not breached any legislative standards, licences
or permits which shall apply to the Purchaser’s ordinary business activities;



 


		(h)	there are no amounts owed by any of the shareholders of the Purchaser to the Purchaser and nor are there
any amounts owed by the Purchaser to any of its shareholders that have not been disclosed in writing by the Purchaser to the Seller;



 






    6 


     


    

 


5.2 The Purchaser hereby
represents and warrants to the Seller that in respect of all employees whether past or present of the Purchaser:


 


		(a)	all their salary, wages, benefits and leave entitlements are paid;



 


		(b)	there are no disputes or claims current at the date hereof nor any existing circumstances known to the
Purchaser which might give rise to any dispute or claim by any such employee;



 


		(c)	there are no amounts on whatsoever account owed by the Purchaser to any employee that have not been fully
disclosed in writing to the Seller.



 


5.3 The Board of Directors
of the Purchaser in resolving to enter into this Agreement has complied with all manner and form requirements necessary in order for those
directors and the board to allot the Consideration Shares to the Seller.


 


5.4 The Purchaser warrants
and represents to the Seller that all of the accounts of the Purchaser have been properly prepared so as to show true and fair view of
the financial affairs of the Purchaser as at the date of the accounts.


 


5.5 The Purchaser warrants
and represents to the Seller that all taxes (including all penalties and interest) of whatsoever kind of nature which have been assessed
in respect to the Purchaser have been paid, that all returns in respect of tax have been ledged with the appropriate State, Provincial
or Federal tax authority, the Seller is not subject to any tax audit or investigation and there are no proceedings in any court relating
to any disputed tax liability of the Purchaser.


 


ARTICLE VI


CLOSING


 


6.1 Unless the parties
agree otherwise in writing and subject to the conditions stated in this Agreement, the Token Purchase shall occur on or before June 27,
2022, at 5 P.M. Eastern Standard Time (the “Closing Date”). On Closing Date, all of the transactions contemplated by
this Agreement shall be carried out to the fullest extent possible and all parties shall do all things and sign all documents as may be
necessary to facilitate the carrying out of those transactions.


 


		6.2	On Closing, the Seller shall:



 


		(a)	Provide the Purchaser a signed resolution from the Seller’s board of directors authorizing this
Agreement, the Purchase and issue of the Sale Tokens;



 






    7 


     


    

 


		(b)	Execute the token transfer of the Sale Tokens in proper form, including proof of transfer into Purchaser’s
cryptocurrency wallet designated by the Purchaser; and



 


		(c)	Execute an application for allotment of the Consideration Shares to be allotted to him, her or it;



 


6.3 On Closing, the
Purchaser shall:


 


		(a)	Provide the address of the cryptocurrency wallet into which the Sale Tokens will be deposited; and



 


		(b)	By a resolution of the Board of Directors allot the Consideration Shares to the Seller and authorize the
secretary of the Purchaser to issue share certificates or book entry confirmation to the Seller in respect of the Consideration Shares
allotted to it.



 


ARTICLE VII


MISCELLANEOUS


 


7.1 Denial of Merger. None
of the covenants, warranties, representations or undertakings given by any party to this Agreement shall be deemed to merge or be modified
at the Closing Date by the carrying out of any transactions or by the doing of any act of things by any party pursuant to this Agreement
with the intent that all such covenants, warranties, representations and undertakings shall continue to be fully binding and enforceable
by any party against any other party to this Agreement after the Closing Date.


 


7.2 Denial of Waiver.
No party shall be deemed to have waived any of its rights to enforce any of the terms of this Agreement or to make any claim in respect
of any breach of this Agreement, unless such waiver is in writing signed by the party giving such waiver.


 


7.3 Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all Parties.


 


7.4 Assignment. Neither
party hereto may assign this Agreement without the written consent of the other.


 


7.5 Governing Law; Venue.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving
effect to the choice of law or conflict of law provisions thereof. The Parties hereby consent to jurisdiction and venue in the federal
and state courts located in the State of New York.


 


7.6 Whole Agreement.
This Agreement represents the whole agreement between the parties and no prior representation, understandings, arrangements or undertakings
not expressly set out in this Agreement shall have any effect on the construction of the terms of this Agreement or be implied into this
Agreement and each party expressly acknowledges to the other party that they have not relied on any such prior representations, understandings,
arrangements or undertakings in deciding to enter into this Agreement on the terms herein contained.


 


7.7 Material Contracts.
Any written or oral agreement, contract, license, sublicense, lease, sublease or binding commitment or arrangement shall be considered
as material (the “Material Contract”) if it is:


 


		(i)	a contract that involves the performance of services or delivery of goods or materials by Seller of an
amount or value in excess of $25,000 either (A) during fiscal 2022 or (B) reasonably expected for the fiscal year 2023 or any fiscal year
thereafter, except for purchase orders for finished goods in the ordinary course of business, consistent with past practices and contracts
that are terminable by the Seller without penalty or notice;



 






    8 


     


    

 


		(ii)	a contract entered into by the Seller outside the ordinary course of business involving, or reasonably
expected to involve, expenditures or receipts of the Seller in excess of $25,000;



 


		(iii)	each lease, rental or occupancy agreement, license, installment or conditional sale agreement, or other
contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property
(except personal property leases and installment and/or conditional sales agreements involving aggregate payments of less than $25,000);



 


		(iv)	each joint venture, partnership, and other similar contract (however named) involving (or reasonably expected
to involve) a sharing of profits, losses, costs, or liabilities by the Seller with any other person;



 


		(v)	a contract containing covenants that restrict the business activity of Seller or limit the freedom of
the Seller to engage in any line of business or to compete with any person;



 


		(vi)	a contract for capital expenditures in excess of $25,000;



 


		(vii)	each indenture, mortgage, trust, deed, promissory note, loan agreement, security agreement, guarantee
or other material agreement or material commitment for indebtedness;



 


		(viii)	any indemnification agreements or other similar arrangements under which the Seller is obligated to indemnify
any person;



 


		(ix)	any settlement, conciliation or similar agreement pursuant to which Seller is required to pay consideration
in excess of $25,000 after the date hereof;



 


		(x)	a contract between Seller and any of its customers that involves the sale of goods by Seller to such distributor
of an amount in excess of $25,000 either (A) during fiscal 2022 or (B) reasonably expected for fiscal 2023;



 


		(xi)	a contract with any executive officers, directors, consultants or independent contractors of the Seller
detailing their compensation, terms, and any other material conditions therein; and



 


		(xii)	each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.



 


7.8 Severability. If any provision of this
Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain
in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.


 


[Signature Page Follows]





 






    9 


     


    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first written above.


 


	 	Wave Sync Corp. 
	 	 	 
	 	By:	/s/ Jiang Hui
	 	 	Name	Jiang Hui
	 	 	Title:	Chief Executive Officer 
	 	 	Date:	May 17, 2022
	 	 	 	 
	 	WeWin DAO LLC
	 	 	 
	 	By:	/s/ Bing Liu
	 	 	Name	Bing Liu
	 	 	Title:	Chief Executive Officer 
	 	 	Date:	May 17, 2022



 


 


10