Exhibit 10.1


 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT is dated
as of October 16, 2015 (the “Agreement”) and is entered into by and between SkyPeople Fruit Juice, Inc., a Florida
corporation (the “Company” or the "Seller") and SkyPeople International Holdings Group Limited, a Cayman
Islands Company (the “Buyer”).


 


RECITALS


 


WHEREAS, the Buyer, through its
two wholly owned subsidiaries, indirectly holds 50.2% of the equity of the Company, and wishes to purchase 5,321,600 shares of
common stock of the Company (the "Shares") at $1.50 per share; and


 


WHEREAS, the Company is willing
to sell the Buyer 5,321,600 shares of common stock of the Company at $1.50 per share; and


 


WHEREAS, The Buyer has previously
provided the Loan to a subsidiary of the Company described in Section 3 of this Agreement.


 


WITNESSETH


 


NOW THEREFORE,
in consideration of the above recitals and promises made in this Agreement, the parties hereby agree as follows:


 


SECTION 1. Share Purchase.
Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Buyer, and the Buyer shall purchase
from the Company 5,321,600 shares of common stock of the Company (the "Transaction"). The purchase price for the Shares
is $1.50 per share (the "Purchase Price").


 


SECTION 2. Adjustment of the Purchase.
If the closing price for the common stock of the Company quoted on the NASDAQ Global Market is higher than $1.50 per share on the
third business day after the public release of the Company's quarterly results for the quarter ended September 30, 2015, counting
the day of the release as the first business day, the Purchase Price shall be adjusted to such closing price per share (the "Adjusted
Price"), and the Buyer shall pay the additional amount that equals to the difference between the Purchase Price and Adjusted
Price times 5,321,600 shares to the Company (the "Additional Amount").


 


If the closing price for the common stock
of the Company quoted on the NASDAQ Global Market is lower than $1.50 per share on the third business day after the public release
of the Company's quarterly results for the quarter ended September 30, 2015, counting the day of the release as the first business
day, no adjustment of the Purchase Price shall be made.


 


SECTION 3. Payments.
The total purchase price of the Shares is $7,982,400 (the "Total Price") and shall be paid by cancellation of the
loan from the Buyer to SkyPeople Juice Group Co., Ltd. (a 99.78% indirectly owned subsidiary of the Company and the "Borrower")
under a loan agreement dated on February 18, 2013 and renewed on February 18, 2014 (the "Loan") in its principal amount.
The Buyer confirms that the shareholder who owns the remaining 0.22 % of the Borrower has paid $17,600 in cash to the Buyer as
a part of repayment of the Loan. Any amount of interest owed before the cancellation of the Loan shall remain of the obligation
of the Borrower to the Buyer. The Shares shall be issued and delivered within fifteen business days upon the consummation of the
Transaction. Upon the consummation of the Transaction, the principal amount of the Loan is deemed as fully repaid to the Buyer.


 






     


     

    

 


If there is a price adjustment according
to the Section 2 above, the Additional Amount shall be paid by the Buyer within fifteen business days after the Adjusted Price
is determined.


 


SECTION 4. Representations and
Warranties of the Company. The Company represents and warrants to the Buyer that it is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and the Company
has all requisite legal and corporate power, and has taken all corporate action on
the part of its officers, directors and shareholders as may be necessary for the authorization, execution and delivery of
this Agreement.


 


SECTION 5. Representations and
Warranties of the Buyer. The Buyer represents and warrants to the Company that it is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and the Buyer has
all requisite legal and corporate power, and has taken all corporate action on the
part of its officers, directors and shareholders as may be necessary for the authorization, execution and delivery of this Agreement.


 


SECTION 6. Registration
Rights. Within 180 days from the effective date of this Agreement, the Company shall file a registration statement on Form
S-3 or Form S-1 or on such other form promulgated by the SEC for which the Company then qualifies for the registration of the Shares
for their resale by the Buyer .


 


SECTION 7. Restricted
Securities. The Buyer understands that the Shares are characterized as "restricted securities" under U.S. federal
securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in
certain limited circumstances. The Buyer understands that the Shares have not been qualified or registered under the laws of any
other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities laws.


 


SECTION 8. Legends. The
Buyer understands that the certificates evidencing the Shares issued pursuant to this Agreement may bear the following legend:


 


"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
(A) ABSENCE OF (1) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR (II) AN OPINION
OF COUNSEL TO THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (B) UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.
THIS SECURITY MAY NOT BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT BUT MAY BE PLEDGED IN CONNECTION WITH ANY LOAN SECURED
BY SUCH SECURITIES FOR THE BENEFIT OF THE COMPANY."


 






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SECTION 9. Miscellaneous.


 


9.1 Further Assurances.
Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and
to give such further written assurances, as may be reasonably requested by any other party to evidence and reflect the transactions
described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.


 


9.2 Number and Gender.
All words and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require or as otherwise appropriate in view of their context.


 


9.3. Captions. Captions
are provided herein for convenience only and they are not to serve as a basis for interpretation or construction of this Agreement,
nor as evidence of the intention of the parties hereto.


 


9.4 Severability. The provisions
of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity
or enforceability of any other of its provisions. If one or more provisions hereof shall be declared invalid or unenforceable,
the remaining provisions shall remain in full force and effect and shall be construed in the broadest possible manner to effectuate
the purposes hereof. The parties further agree to replace such void or unenforceable provisions of this Agreement with valid and
enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable
provisions.


 


9.5 Counterparts. This
Agreement may be executed in separate counterparts, each of which shall be deemed as an original; when executed, separately or
together, all of such counterparts shall constitute a single original instrument, effective in the same manner as if all parties
hereto had executed one and the same instrument.


 


9.6 Entire Agreement. This
Agreement is intended by the parties hereto to be the final expression of their agreement and constitutes and embodies the entire
agreement and understanding between the parties hereto with regard to the subject matter hereof and is a complete and exclusive
statement of the terms and conditions thereof, and shall supersede any and all prior oral and written correspondence, conversations,
negotiations, agreements and understandings relating to the same subject matter.


 


9.7 Amendment. Any term
of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each of the parties hereto.


 


9.9 Governing Law. This
Agreement shall be governed by and construed in and accordance with the law of the State of Florida, without giving effect to the
conflict of law principles thereof.


 






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9.10 Successors and Assigns.
Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors of the parties hereto whose rights or obligations hereunder are affected by such terms and conditions.
This Agreement, and the rights and obligations hereunder, shall not be assigned. 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.


 


9.11 Effectiveness of this Agreement.
This Agreement shall become effective when it is executed by all parties and the date stated in the first sentence of this Agreement
shall be the effective date.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement with the intent and agreement that the same shall be effective as of the day and year first
above written.


 


	 	SkyPeople Fruit Juice, Inc.
	 	 	 
	 	By:	/s/ Xin Ma
	 	 	Name: Xin Ma
	 	 	Title: Chief Financial Officer
	 	 	 
	 	SkyPeople International Holdings Group Limited.
	 	 	 
	 	By:	/s/ Yongke Xue
	 	 	Name: Yongke Xue
	 	 	Title: Chief Executive Officer




 


 


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