Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 13, 2022 by and among Shineco, Inc., a
Delaware company (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature
on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation
S (“Regulation S”) as promulgated under the Securities Act;


 


WHEREAS,
the Company is offering (the “Offering”) up to 2,354,500 shares of its common stock, par value $0.001 per share (the
“Common Stock”), at a price of $ 2.12 per share to the Purchasers listed in Exhibit B, each of whom severally but
not jointly enters into this Agreement and makes representations and warranties hereunder;


 


WHEREAS,
each Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose
of investment;


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


ARTICLE
I


 


Purchase
and Sale of the Shares


 


Section
1.1 Purchase Price and Closing.


 





	 	(a)	Subject
    to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express
    reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers severally but not
    jointly agree to purchase for $ 2.12 per share, such number of shares of Common Stock (each a “Share” and collectively
    the “Shares”) set forth on the signature page hereto (the “Purchase Price”) executed by such
    Purchaser. At the Closing, the Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the
    Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall
    deliver to the Purchaser such number Shares of the Common Stock purchased, as determined by multiplying the number of Shares being
    purchased by such Purchaser by the per share purchase price of $ 2.12 and set forth on the signature page executed by such Purchaser.
    Upon satisfaction of the covenants and conditions set forth in Sections 1.2 hereof, the Closing shall occur at the offices of the
    counsel to the Company or such other location as the parties shall mutually agree.
	 	 	 
	 	(b)	Deliveries.


 


		(A)	On
                                            or prior to the Closing the Company shall deliver or cause to be delivered to the Purchasers
                                            the following:



 


	 	(i)	This
  Agreement duly executed by the Company; and
	 	(ii)	The
  Shares purchased by the Purchaser pursuant to this Agreement which may be delivered pursuant to a book entry statement set forth on
  the records on the Company’s transfer agent and which may be delivered as soon as practicable after the Closing.






 






    	 



    	 



    

 


		(B)	On
                                            or prior to the Closing, the Purchasers shall each deliver or cause to be delivered to the
                                            Company as applicable:



 


	 	(i)	This
    Agreement duly executed by the Purchaser and
	 	(ii)	The
    Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.






 


		(C)	The
                                            obligations of the Company hereunder in connection with the Closing are subject to the following
                                            conditions being met:



 


		(i)	The
                                            accuracy in all material respects on the applicable Closing date of the representations and
                                            warranties of the Purchasers contained herein;
		(ii)	Subject
                                            to the prior completion of (iii) – (viii), the delivery by the Purchasers of the items
                                            set forth in Section 1.1(b)(B) of this Agreement to be delivered by the Purchasers;
		(iii)	The
                                            Company shall have obtained the approval of the holders of a majority of its outstanding
                                            shares of Common Stock entitled to vote on matters submitted to the Company’s stockholders
                                            authorizing the execution and performance by the Company of this Agreement and the transactions
                                            contemplated hereby;
		(iv)	The
                                            Company shall have prepared and filed with the Securities and Exchange Commission a Preliminary
                                            Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as
                                            amended (the “Exchange Act”) or if required by law to obtain the approval contemplated
                                            in the foregoing clause (iv), a Preliminary Proxy Statement pursuant to Section 14(a) of
                                            the Exchange Act, providing notice of and describing such approval in the manner required
                                            by the Exchange Act, the Delaware General Corporate Law, and the articles of incorporation
                                            and bylaws of the Company;
		(v)	The
                                            Company shall have filed with the SEC a Definitive Information Statement or Proxy Statement,
                                            as the case may be;
		(vi)	The
                                            Company shall have mailed or electronically transmitted the Definitive Information Statement
                                            or Proxy Statement, as the case may be, to every security holder of each class of equity
                                            security that is entitled to vote or give an authorization, proxy, or consent in regard to
                                            the execution and performance by the Company of this Agreement;
		(vii)	If
                                            required by the Nasdaq Listing Rules, the Company shall have submitted a Listing of Additional
                                            Shares Notification Form to Nasdaq and obtained the approval by Nasdaq of the transactions
                                            contemplated hereby; and
		(viii)	Subject
                                            to the foregoing, if a Definitive Information Statement is required and has been filed and
                                            mailed as required by the applicable rules and regulations of the Securities and Exchange
                                            commission, the Closing shall occur at least 20 calendar days after such filing.



 


		(D)	The
                                            obligations of the Purchasers hereunder in connection with the Closing are subject to the
                                            following conditions being met:



 


		(i)	The
                                            accuracy in all material respects when made on the applicable Closing date of the representations
                                            and warranties of the Company contained herein;
		(ii)	All
                                            obligations, covenants and agreements of the Company required to be performed at or prior
                                            to the applicable closing shall have been performed and
		(iii)	The
                                            delivery by the Company of the items set forth in Section 1.1(b)(A) to be delivered by the
                                            Company.



 









    	 



    	 



    

 


ARTICLE
II


 


Representations
and Warranties


 


Section
2.1 Representations and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser
on behalf of itself, its Subsidiaries (the “Subsidiaries”), as of the date hereof as follows:


 


(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated or otherwise organized; however as of the
date of this Agreement, the Company is not in good standing under the laws of its jurisdiction of incorporation or organization (as applicable).


 


(b)
Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and
performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or stockholders
is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.


 


(c)
Issuance of Shares. The Shares to be issued at the Closing shall have been duly authorized by all necessary corporate action and
when paid for and issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable.


 


(d)
Commission Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) within the past twelve months,
including filings incorporated by reference therein (the “Commission Documents”). The Company has not provided to
the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required
to have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions contemplated by this
Agreement. At the time of the respective filings, each Commission Document complied in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents.


 


(e)
No Integration. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.2, neither
the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any securities or solicited any offers to buy any securities, under circumstances that would cause this Offering of the Shares
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any trading market on which any of
the securities of the Company are listed or designated.


 




    	 



    	 



    

 


Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof:


 


(a)
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby and thereby or relating hereto do not and will not 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 or obligation to which such Purchaser is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually
or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser
is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.


 


(b)
Status of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the
representations and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.


 


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


 


(d)
Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Shares.


 


(e)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


(f)
General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


(g)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the transaction documents (including
this Agreement, all exhibits and schedules thereto) and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment.


 


(h)
Opportunity to Consult Counsel. Such Purchaser acknowledges that such Purchaser has read and fully understandings this Agreement
that such Purchaser understands and acknowledges that the Company’s counsel does not represent the Purchaser and has no obligations
to the Purchasers under his Agreement or otherwise. Such Purchaser acknowledges that Such Purchase has had sufficient opportunity to
consult independent legal counsel concerning the provisions of this Agreement and entered into this Agreement intending to be legally
bound. Such Purchasers are relying solely upon the advice of their own independent counsel.


 




    	 



    	 



    

 


ARTICLE
III


OTHER
AGREEMENTS OF THE PARTIES


 


Section
3.1 Transfer Restrictions. 


 


(a)
The Shares may only be disposed of in compliance with state and federal securities laws.


 


(b)
The Purchasers agree to the imprinting, so long as is required by this Section 3.1, of a legend on any of the Shares in form substantially
the same as the following:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”


 


(c)
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer
pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no
notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.


 


(d)
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares
pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or
an exemption therefrom, and that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan
of distribution set forth therein, and acknowledges that the removal of the restrictive legend the applicable Shares as set forth in
this Section 3.1 is predicated upon the Company’s reliance upon this understanding.


 


ARTICLE
IV


 


Miscellaneous


 


Section
4.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 




    	 



    	 



    

 


Section
4.2 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to
the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by
the party against whom enforcement of any such waiver is sought.


 


Section
4.3 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day
of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt
requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid),
on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if
delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or
if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending
party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because
of a changed address of which no notice was given or the refusal to accept same, the notice, demand, consent, request, instruction or
other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable:


 


If
to the Company:


 





Shineco,
Inc.


Room
3310, North Tower, Zhengda Center;


No.
20, Jinhe East Road, Chaoyang District


Reijing,
People’s Republic of China 10020


Attention:
Secretary


Email:
secretary@shineco.tech




 


with
copies (which shall not constitute notice) to:


 


Sichenzia
Ross Ference LLP


Address:
1185 Avenue of the Americas, 31st Floor


Attn:
Huan Lou, Esq.


Email:
hlou@SRF.law


 








If
to Purchaser:


 


The
address listed on Exhibit B


 


Any
party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address
to the other party hereto.


 


Section
4.4 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


 


Section
4.5 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may
assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially
all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice duly
given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations of such Purchaser
hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof
that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted
successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


 






    	 



    	 



    

 


Section
4.6 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the this Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the Borough
of Manhattan, New York, New York Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the Borough of Manhattan, New York, New York for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any this Agreement), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof via registered or certified mail or 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 other manner permitted by law.


 


Section
4.7 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof
and the Closing hereunder for a period of three (3) years following the Closing Date.


 


Section
4.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement 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. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.


 


Section
4.9 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision
or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.


 


Section
4.10 Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers.
Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.


 


Exchange
Cap. The Company shall not issue Common Stock to the Purchaser pursuant to the terms of this Agreement in an amount in excess of
the aggregate number of shares of Common Stock which the Company may issue under the Agreement without breaching the Company’s
obligations under the rules or regulations of the Nasdaq Capital Market


 


Section
4.11 Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.


 


[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]


 




    	 



    	 



    

 


[Signature
Page of the Company]


 


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


 


	The
    Company:	 
	SHINECO,
    INC. 	 
	 	 
	By:		 
	Name:	Jennifer
    Zhan	 
	Title:	CEO	 


 




    	 



    	 



    

 


[Signature
Page of the Purchaser]


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.


 


	The
    Purchaser:	 
	 	 	 
	By:
    	 	 
	 	 	 
	Name:	Shanchun
    Huang	 


 


Number
of Shares Purchase: 1,082,250


Total
Purchase Price (“Subscription Amount”): ($) 2,294,370


Purchase
Price Per Share: $ 2.12


 


Address
and Contacts of Purchaser:


 


Telephone:


Email:


 




    	 



    	 



    

 


	The
    Purchaser:	 
	 	 	 
	By:	 	 
	Name:	Yongke
    Xue	 









 


Number
of Shares Purchase: 1,082,250


Total
Purchase Price (“Subscription Amount”): ($) 2,294,370


Purchase
Price Per Share: $ 2.12 


 


Address
and Contacts of Purchaser:


 


Telephone:


Email:


 




    	 



    	 



    

 


	The
    Purchaser:	 
	 	 	 
	By:	 	 
	Name:	Yue
    Liu	 






 


Number
of Shares Purchase: 130,000


Total
Purchase Price (“Subscription Amount”): ($) 275,600


Purchase
Price Per Share: $ 2.12 


 


Address
and Contacts of Purchaser:


 


Telephone:


Email:


 




    	 



    	 



    

 


	The
    Purchaser:	 
	 	 	 
	By:	 	 
	Name:	Moxian
    Liu	 



 


Number
of Shares Purchase: 60,000


Total
Purchase Price (“Subscription Amount”): ($) 127,200


Purchase
Price Per Share: $ 2.12 


 


Address
and Contacts of Purchaser:


 


Telephone:


Email:


 




    	 



    	 



    

 


EXHIBIT
A 


 


NON
U.S. PERSON REPRESENTATIONS


 


The
Purchaser indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Company as follows:


 


	 	1.	At
    the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Shares, such person
    or entity was outside the United States.
	 	 	 
	 	2.	Such
    person or entity is acquiring the Shares for such Shareholder’s own account, for investment and not for distribution or resale
    to others and is not purchasing the Shares for the account or benefit of any U.S. person, or with a view towards distribution to
    any U.S. person, in violation of the registration requirements of the Securities Act.
	 	 	 
	 	3.	Such
    person or entity will make all subsequent offers and sales of the Shares either (x) outside of the United States in compliance with
    Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration
    under the Securities Act. Specifically, such person or entity will not resell the Shares to any U.S. person or within the United
    States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the
    “Distribution Compliance Period”), except pursuant to registration under the Securities Act or an exemption from
    registration under the Securities Act.
	 	 	 
	 	4.	Such
    person or entity has no present plan or intention to sell the Shares in the United States or to a U.S. person at any predetermined
    time, has made no predetermined arrangements to sell the Shares and is not acting as a Distributor of such securities.
	 	 	 
	 	5.	Neither
    such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention
    of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect
    to the Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities
    Act.
	 	 	 
	 	6.	Such
    person or entity consents to the placement of a legend on any certificate or other document evidencing the Shares.
	 	 	 
	 	7.	Such
    person or entity is not acquiring the Shares in a transaction (or an element of a series of transactions) that is part of any plan
    or scheme to evade the registration provisions of the Securities Act.
	 	 	 
	 	8.	Such
    person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able
    to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.
	 	 	 
	 	9.	Such
    person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
    concerning its investment in the Shares.
	 	 	 
	 	10.	Such
    person or entity understands the various risks of an investment in the Shares and can afford to bear such risks for an indefinite
    period of time, including, without limitation, the risk of losing its entire investment in the Shares.


 



    	 



    	 



    




 


	 	11.	Such
    person or entity has had access to the Company’s publicly filed reports with the SEC and has been furnished during the course
    of the transactions contemplated by this Agreement with all other public information regarding the Company that such person or entity
    has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Shares.
	 	 	 
	 	12.	Such
    person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and
    conditions of the issuance of the Shares.
	 	 	 
	 	13.	Such
    person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer,
    employee or agent of the Company, other than those contained in this Agreement.
	 	 	 
	 	14.	Such
    person or entity will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities is registered under
    the Securities Act or (B) an exemption from registration of such securities is available.
	 	 	 
	 	15.	Such
    person or entity represents that the address furnished on its signature page to this Agreement is the principal residence if he is
    an individual or its principal business address if it is a corporation or other entity.
	 	 	 
	 	16.	Such
    person or entity understands and acknowledges that the Shares have not been recommended by any federal or state securities commission
    or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information
    concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal
    offense.


 




    	 



    	 



    

 


EXHIBIT
B


 


LIST
OF PURCHASERS