Exhibit 10.2


 


AMENDED
AND RESTATED 


SHARE
PURCHASE AGREEMENT


 


THIS
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (the “Agreement”) is dated as of June 4, 2021, by and among Color
Star Technology Co., Ltd., incorporated under the laws of the Cayman Islands (the “Company”), and the investors listed
on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


		A.	The
                                            Buyers and the Company entered into certain Share Purchase Agreement dated February 18, 2021
                                            (the “Original Agreement”);



 


		B.	The
                                            Buyers agreed to purchase and the Company agreed to sell an aggregate of 20,000,000 units
                                            (the “Units”, each, an “Unit”), each Unit consisting
                                            of one restrictive ordinary share of the Company, par value $0.001 per share (“Share”),
                                            and a warrant to purchase one Share with an initial exercise price of $1.34 per Share, the
                                            form of which is attached hereto as Exhibit A (the “Warrant”), at a price
                                            of $1.30 per Unit, for an aggregate purchase price of $26,000,000 (the “Offering”).



 


		C.	The
                                            Buyers and the Company wish to amend and restate the Original Agreement to reflect the purchase
                                            and sale of the Warrants.



 


		D.	The
                                            Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption
                                            from securities registration afforded by Regulation S of the Securities Act of 1933, as amended
                                            (the “Securities Act”), (“Regulation S”) as promulgated
                                            by the United States Securities and Exchange Commission (the “SEC”) under
                                            the Securities Act.



 


		E.	Each
                                            Buyer purchased, and the Company sold such number of Units set forth opposite such Buyer’s
                                            name in the Schedule of Buyers.



 


		F.	In
                                            order to induce the Company to sell the Units to the Buyers under the terms set forth herein,
                                            the Buyers have committed to direct certain business opportunities to the Company to perform,
                                            as described in greater detail herein.



  


NOW,
THEREFORE, the Company and each Buyer hereby agree as follows:


 


1.
PURCHASE AND SALE OF SHARES.


 


(a)
Sale of Units. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at the closing, such number
of Units as is set forth opposite such Buyer’s name in the Schedule of Buyers (the “Closing”). Each Buyer and
Company acknowledge that the Offering was previously closed and the Shares and Warrants have been issued to each Buyer.


 


(b)
Purchase Price. The aggregate purchase price for the Units to be purchased by each such Buyer at the Closing (the “Purchase
Price”) shall be the amount set forth opposite each Buyer’s name in the Schedule of Buyers. The per share price shall
be $1.30 per Unit.


 


(c)
Offshore Transaction.


 


(a)
At the time Company issues Buyers the Units, Company and/or its agent reasonably believed that the Buyer is outside of the United States,
is not a U.S. Person and is not receiving the transferred stock for the account or benefit of a U.S. Person.


 


(b)
The Company has no reason to believe that Buyer or anyone acting on Buyer’s behalf has prearranged the resale of any of the Units
with a purchaser in the United States.


 


(c)
The issuance of the Units is not a transaction that is part of any plan or scheme to evade the registration provisions of the Securities
Act.


 


(d)
Neither the Company nor any affiliate of the Company, nor any person acting on behalf of Company or any affiliate of Company, has engaged
in any Directed Selling Efforts (as defined in Exhibit A) in the United States.


 



     


     


    

 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly,
represents and warrants to the Company with respect to only itself that:


 


(a)
No Sale or Distribution. Such Buyer is acquiring the Units for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. Such Buyer is
acquiring the Units hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Units.


 


(b)
Intentionally Omitted.


 


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


 


(d)
Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the Units that have been reasonably requested by such Buyer.
Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any
other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect
such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands that
its investment in the Units involves a high degree of risk and is able to afford a complete loss of such investment. Such Buyer has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Units.


 


(e)
No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Units or the fairness or suitability of the investment in the Units
nor have such authorities passed upon or endorsed the merits of the offering of the Units.


 


(f)
Transfer or Resale. Such Buyer understands that (i) the Units have not been and are not being registered under the Securities
Act, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) such Buyer shall
have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Units to
be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither
the Company nor any other Person is under any obligation to register the Units under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.


 


(g)
Intentionally Omitted.


  


(h)
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and
shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.


 


(i)
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) 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 to which such Buyer is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)
applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to
perform its obligations hereunder.


 



    2


     


    

 


(j)
Residency. Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.


 


(k)
Certain Trading Activities. Other than with respect to the transactions contemplated herein, since the time that such Buyer was
first contacted by the Company or any other Person regarding the investment in the Company set forth herein, neither the Buyer nor any
Affiliate of such Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such
Buyer’s investments or trading or information concerning such Buyer’s investments and (z) is subject to such Buyer’s
review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer or Trading Affiliate,
(i) effected or agreed to effect any purchase or sale of the Units, (ii) taken, directly or indirectly, any action designed to cause
or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security
of the Company, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase or sell any securities
of the Company.


 


(l)
No Consideration. Such Buyer has not paid any consideration, directly or indirectly, to any officer, director or employee of the
Company or any Subsidiary.


 


(j)
Offshore Transaction.


 


(i)
Buyer understands and acknowledges that (A) the Units have not been registered under the Securities Act, are being sold in reliance upon
an exemption from registration afforded by Regulation S; and that such Units have not been registered with any state securities commission
or authority; (B) pursuant to the requirements of Regulation S, the Units may not be transferred, sold or otherwise exchanged unless
in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available
exemption hereunder; and (C) the Company is under no obligation to register the Units under the Securities Act or any state securities
law, or to take any action to make any exemption from any such registration provisions available.


 


(ii)
As of the date of execution and delivery of this Agreement the Buyer is not (and at the time the offer to buy the Units was made to the
Company the Buyer was not) a “U.S. Person” (as defined in Exhibit A). Neither Buyer nor anyone acting on Buyer’s behalf
has prearranged the resale of any of the Units with a U.S. Person or other purchaser in the United States.


(iii)
Buyer is not a “Distributor” (as defined in Exhibit A) and is not receiving the Units with the intent of distributing the
Units on behalf of the Company or any Distributor or any of their affiliates. The Buyer is receiving the Units for its own account (and/or
for the account of other non-U.S. Persons who are outside of the United States) and not for the account or benefit of any U.S. Person
and no other person has any interest in or participation in the Units or any right, option, security interest, pledge or other interest
in or to the Units. Neither Buyer nor any affiliate or any person acting on Buyer's behalf, has made or is aware of any Directed Transfering
Efforts in the United States.


 


(iv)
Buyer acknowledges and agrees that the certificates representing the Shares will bear a legend substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SOS LIMITED
(THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE Securities Act AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS
AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE Securities Act AND IN COMPLIANCE
WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE Securities
Act PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE Securities Act AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT,
IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF
RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE Securities
Act”


 



    3


     


    

 


(v)
Neither the Buyer nor any entity controlled by the Buyer has a short position in the Ordinary Shares nor will have a short position in
the Ordinary Shares at any time prior to the expiration of the “Distribution Compliance Period” (as defined in Exhibit A).


 


(vi)
The Issue of the Shares by the Buyer is not a transaction that is part of any plan or scheme to evade the registration provisions of
the Securities Act.


 


(i)
Resale Restrictions.


 


(i)
The Buyer hereby agrees not to resale any of the Units except (a) in accordance with the provisions of Regulation S, (b) pursuant to
registration of the Units under the Securities Act or (c) pursuant to an available exemption from registration under the Securities Act.


 


(ii)
Until the Units have been registered with the SEC, the Buyer shall notify the Company about any proposed resale to a U.S. Person (as
defined above) which notice must be received by the Company at least five (5) business days prior to such resale.


 


(iii)
Prior to reselling any of the Units during the Distribution Compliance Period, the Buyer will send a notice to the potential purchaser
that such potential purchaser may be subject to the restrictions of Regulation S during the Distribution Compliance Period.


 


4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to each of the Buyers that:


 


(a)
Organization and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement includes
any joint venture or any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity, contractual
or other interest) are entities duly organized and validly existing and, to the extent legally applicable, in good standing under the
laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry
on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business
and, to the extent legally applicable, is in good standing in every jurisdiction in which its ownership of property or the nature of
the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good
standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise)
or prospects of the Company and its Subsidiaries, individually or taken as a whole, or on the transactions contemplated hereby or by
the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its
obligations under this Agreement.


 


(b)
Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations
under this Agreement and to issue the Units in accordance with the terms hereof. The execution and delivery of the Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby, including, without limitation, the reservation for issuance
and the issuance of the Units have been duly authorized by the Company’s Board of Directors and no further filing, consent, or
authorization is required by the Company, its Board of Directors or its shareholders. This Agreement has been duly executed and delivered
by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 


(c)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby will not (i) result in a violation of the Company’s Articles of Incorporation or Bylaws (the
“Organizational Documents”) or any certificate of designations or other constituent documents of the Company or any
of its Subsidiaries, any capital stock of the Company or any similar governing documents of its Subsidiaries or (ii) unless such conflict
or default could not reasonably be expected to result in a Material Adverse Effect, conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is
a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state
securities laws and regulations and the rules and regulations of The NASDAQ Capital Market (the “Principal Market”)
and applicable laws of the People’s Republic of China (“China”)) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.


 



    4


     


    

 


(d)
Consents. Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make
any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order
for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof,
except for the following consents, authorizations, orders, filings and registrations (none of which is required to be filed or obtained
before the Closing): the filing of such forms with the Principal Market as may be required to be filed reflecting the issuance of the
Units to the Buyers, which shall be done pursuant to the rules of the Principal Market. The Company and its Subsidiaries are unaware
of any facts or circumstances that might prevent the Company from obtaining any of the application or filings pursuant to the preceding
sentence.


 


(e)
Acknowledgment Regarding Buyer’s Purchase of Units. The Company acknowledges and agrees that each Buyer is acting solely
in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby and that no
Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined
in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the Ordinary Shares (as defined
for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).


 


(f)
No General Solicitation. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Units.


 


(g)
No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of any of the Units under the Securities Act or cause this offering of the Units to be integrated with
prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company
are listed or designated. None of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any
action or steps referred to in the preceding sentence that would require registration of any of the Units under the Securities Act or
cause the offering of the Units to be integrated with other offerings.


 


(h)
Equity Capitalization. As of the date of the Original Agreement, the authorized capital stock of the Company consisted of 200,000,000
Shares, of which as of the date thereof, 58,811,811 were issued and outstanding, 1,396,000 shares were reserved for issuance pursuant
to the Company’s stock option and purchase plans and 13,876,252 shares were reserved for issuance pursuant to securities exercisable
or exchangeable for, or convertible into, shares. All of such outstanding shares have been, or upon issuance will be, validly issued
and are fully paid and nonassessable. The Company has furnished to the Buyers true, correct and complete copies of the Company’s
Organizational Documents, as amended and as in effect on the date hereof, and the terms of all securities convertible into, or exercisable
or exchangeable for, Shares and the material rights of the holders thereof in respect thereto.


 


(i)
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company, (ii) paid or agreed to pay to any person any compensation for soliciting another to purchase
any other securities of the Company.


 


(j)
No Consideration. The Company is not aware of any consideration being paid by any Buyer, directly or indirectly, to any officer,
director or employee of the Company or any Subsidiary.


 


5.
COVENANTS.


 


Best
Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections
6 and 7 of this Agreement.


 






    5


     


    

 


6.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Units to each Buyer at the Closing is subject to the satisfaction, of each
of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i)
Such Buyer shall have executed each of the transaction documents to which it is a party and delivered the same to the Company.


 


(ii)
Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price for the Units being purchased by such Buyer at
the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii)
The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the
date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by such Buyer at or prior to the Closing.


 


7.
CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The
obligation of each Buyer hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing, of
each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer
at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)
Intentionally Omitted.


 


(ii)
The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing, as
to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable
to such Buyer.


 


(iii)
The representations and warranties of the Company shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the
date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Company at or prior to the Closing.


 


(iv)
The Units (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the Closing,
by the SEC or the Principal Market from trading on the Principal Market.


 


(v)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of
the Units.


  


8.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. This Agreement will be governed by, and construed in accordance with, the laws of the
State of New York applicable to agreements made and to be performed entirely in such State. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect
to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under
this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by
execution and delivery of this Agreement, the parties hereby accepts for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof via 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
manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






    6


     


    

 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original, not a facsimile signature.


 


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(d)
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)
Entire Agreement; Amendments. This Agreement and the other transaction documents shall replace and supersede all other prior oral
or written agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters
discussed herein, and this Agreement contain the entire understanding of the parties with respect to the matters covered herein and,
except as specifically set forth herein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the parties
hereto. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.


 


(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:


 


If
to the Company:


 


Color
Star Technology Co., Ltd.


800
3rd Ave., Suite 2800


New
York, New York 10022


	Telephone:	(212)
    220-3967
	Attention:	Mr.
    Biao (Luke) Lu, Chief Executive Officer


  


If
to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person
as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


Any
document shall be deemed to have been duly served if marked for the attention of the agent for service of process at its address (as
set forth in Section 9(a)) or such other address in the United States as may be notified to the party wishing to serve the document and
delivered in accordance with the notice provisions set forth in this Section 9(f).


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns.


 


(h)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)
Survival. The representations and warranties of the Company and the Buyers contained in Sections 3 and 4 and the agreements and
covenants set forth in Sections 5, 6 and 7 shall survive for one (1) year following the Closing and the delivery and exercise of Shares,
as applicable. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


[Signature
Pages Follow]


 



    7


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	Color Star Technology Co., Ltd.
	 	 	 
	 	By:	/s/Basil Wilson
	 	Name: 	Basil Wilson
	 	Title:	co-Chief Executive Officer



  



    8


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	BUYER:
    
	 	 	 
	 	By:	/s/
    Yixuan Wang 
	 	Name: 	Yixuan
    Wang


 



    9


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	BUYER:
    
	 	 	 
	 	By:	/s/
Chen Chen
	 	Name: 	Chen
    Chen


 



    10


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	BUYER:
    
	 	 	 
	 	By:	/s/
    Fang Liu 
	 	Name: 	Fang
    Liu


 



    11


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	BUYER:
    
	 	 	 
	 	By:	/s/
    Shasha Shui 
	 	Name: 	Shasha
    Shui


 



    12


     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Share Purchase Agreement to be duly
executed as of the date first written above.


 


	 	BUYER:
    
	 	 	 
	 	By:	/s/
Lixia Wan
	 	Name:	Lixia
    Wan


 



    13


     


    

  


SCHEDULE
OF BUYERS


 


	Buyer	 	Address and
 Facsimile

 Number	 	 	Number of

 Units	 	 	Number of

 Ordinary

 Shares

 within the

 Units	 	 	Number of

 Warrants

 within the

 Units	 	 	Total

 Purchase

 Price	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Yixuan Wang	 	 	  	 	 	 	4,000,000	 	 	 	4,000,000	 	 	 	4,000,000	 	 	$	5,200,000	 
	Chen Chen	 	 	 	 	 	 	4,000,000	 	 	 	4,000,000	 	 	 	4,000,000	 	 	$	5,200,000	 
	Fang Liu	 	 	 	 	 	 	4,000,000	 	 	 	4,000,000	 	 	 	4,000,000	 	 	$	5,200,000	 
	Shasha Shui	 	 	 	 	 	 	4,000,000	 	 	 	4,000,000	 	 	 	4,000,000	 	 	$	5,200,000	 
	Lixia Wan	 	 	 	 	 	 	4,000,000	 	 	 	4,000,000	 	 	 	4,000,000	 	 	$	5,200,000	 



 



    14


     


    

 


EXHIBIT
A


 


DEFINITIONS


 


“Directed
Selling Efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for any of the Ordinary Shares. Such activity includes placement of an advertisement in a publication
with a general circulation in the United States that refers to the offering of securities being made in reliance upon Regulation S.


 


“Distributor”
means any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of shares
of Ordinary Shares.


 


“Distribution
Compliance Period” means a period that ends six months after the date of execution and delivery of this Stock Transfer Agreement.


 


“U.S.
person”:


 


1.
“U.S. Person” means:


 


		i.	Any
                                            natural person resident in the United States;



		ii.	Any
                                            partnership or corporation organized or incorporated under the laws of the United States;



		iii.	Any
                                            estate of which any executor or administrator is a U.S. person;



		iv.	Any
                                            trust of which any trustee is a U.S. person;



		v.	Any
                                            agency or branch of a foreign entity located in the United States;



		vi.	Any
                                            non-discretionary account or similar account (other than an estate or trust) held by a dealer
                                            or other fiduciary for the benefit or account of a U.S. person;



		vii.	Any
                                            discretionary account or similar account (other than an estate or trust) held by a dealer
                                            or other fiduciary organized, incorporated, or (if an individual) resident in the United
                                            States; and



		viii.	Any
                                            partnership or corporation if:



		A.	Organized
                                            or incorporated under the laws of any foreign jurisdiction; and



		B.	Formed
                                            by a U.S. person principally for the purpose of investing in securities not registered under
                                            the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined
                                            in Rule 501(a) of Regulation D under the Securities Act) who are not natural persons, estates
                                            or trusts.



 


		2.	The
                                            following are not “U.S. persons”:



		i.	Any
                                            discretionary account or similar account (other than an estate or trust) held for the benefit
                                            or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated,
                                            or (if an individual) resident in the United States;



		ii.	Any
                                            estate of which any professional fiduciary acting as executor or administrator is a U.S.
                                            person if:



		A.	An
                                            executor or administrator of the estate who is not a U.S. person has sole or shared investment
                                            discretion with respect to the assets of the estate; and



		B.	The
                                            estate is governed by foreign law;



		iii.	Any
                                            trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee
                                            who is not a U.S. person has sole or shared investment discretion with respect to the trust
                                            assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S.
                                            person;



		iv.	An
                                            employee benefit plan established and administered in accordance with the law of a country
                                            other than the United States and customary practices and documentation of such country;



		v.	Any
                                            agency or branch of a U.S. person located outside the United States if:



		A.	The
                                            agency or branch operates for valid business reasons; and



		B.	The
                                            agency or branch is engaged in the business of insurance or banking and is subject to substantive
                                            insurance or banking regulation, respectively, in the jurisdiction where located; and



		vi.	The
                                            International Monetary Fund, the International Bank for Reconstruction and Development, the
                                            Inter-American Development Bank, the Asian Development Bank, the African Development Bank,
                                            the United Nations, and their agencies, affiliates and pension plans, and any other similar
                                            international organizations, their agencies, affiliates and pension plans.





 


 


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