Exhibit 10.1


 


 


SHARE
TRANSFER AGREEMENT


  


dated
as of [June 4], 2021


 


 


 


by
and between


 


[Wave
Sync Corp.]


(“BUYER”)


 


 


and


 


 


Hudson
Capital USA Inc.


(“SELLER”)


 



     


     


    

 


THIS
SHARE TRANSFER AGREEMENT (this “Agreement”) is made and entered into on [June 4 ], 2021 by and between:


 


	1.	Hudson
                                            Capital USA Inc., a company organized under the laws of the State of New York (the “Seller”)



 


AND


 


	2.	Wave
                                            Sync Corp., a company organized under the laws of the Delaware (the “Buyer”)



 


Each
of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
Seller has entered into Subscription Agreement with Archax Holdings Ltd. (the “Company”) on August 3 , 2020 and purchased
the certain shares of the Company which was as equivalent to $500,000 USD (the “Certain Shares”).


 


WHEREAS,
Buyer desires to purchase the Shares from Seller and Seller desires to sell the Shares to Buyer on the terms and subject to the conditions
set forth in this Agreement and in the agreements attached hereto (the “Transaction”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


	1.	DEFINITIONS
and INTERPRETATION



 


		1.1.	Definitions.



 


As
used in this Agreement, the following defined terms shall have the meanings indicated below:


 


“Business
Day” means a day other than a Saturday, Sunday or public holiday in State of New York when banks are open for business.


 


“Closing”
has the meaning ascribed to it in Section 3. “Closing Date” has the meaning ascribed to it in Section 3.1.


 


“Company”
means Archax Holdings Ltd., whose registered office is at 35 New Bridge Street, London, England EC4V 6BW, a company organized under
the laws of England;


 


“Encumbrance”
means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, interest
or preference granted to any third party, or any other encumbrance or security interest of any kind (or an agreement or commitment
to create any of the same);


 



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“Governmental
Authority” means any U.S. federal, state or local, or any supra-national, governmental, regulatory or administrative authority
or any court, tribunal or judicial or arbitral body;


 


“Loss”
means, without duplication (in each case, excluding punitive, consequential, or indirect losses or damages, lost profits and diminution
in value), any and all out-of-pocket losses, liabilities, damages or expenses.


 


“Transaction”
has the meaning set out in the preamble.


 


“USD”, “US$” means United States of American dollars.


 


“Purchase
Price” means $500,000.00 USD.


 


“Transfer
Shares” means the all Certain Shares that the Seller has purchased from the Company on August 3, 2020;


 


		1.2.	Interpretation



 


In
this Agreement, unless the context requires otherwise:


 


		1.2.1.	the
                                            schedule to this Agreement forms part of this Agreement and shall have effect as if set out
                                            in full in the body of this Agreement;



 


		1.2.2.	references
                                            to this Agreement or any provision of it or any other document are to this Agreement, that
                                            provision or that document as amended from time to time in accordance with the terms of this
                                            Agreement or that document or otherwise with the agreement of the relevant parties;



 


		1.2.3.	references
                                            to any US legal term or any legal concept or thing shall in respect of any jurisdiction other
                                            than US be deemed to include what most nearly approximates in that jurisdiction to the US
                                            legal term.



 


	2.	Transfer
of the Transfer Shares



 


		2.1.	Transfer



 


		2.1.1.	The
                                            Seller as legal and beneficial owner shall transfer the Transfer Shares and its all related
                                            rights and obligations to the Buyer subject to the conditions on which the Seller hold the
                                            same, and the Buyer (relying on the representations, warranties, undertakings and indemnities
                                            contained in this Agreement) hereby agree to accept the transfer of the Transfer Shares and
                                            its all related rights and obligations subject to the conditions aforesaid free from all
                                            Encumbrances.



 






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		2.1.2.	The
                                            Buyer shall not be obliged to complete the transfer of any of the Transfer Shares unless
                                            the transfer of all the Transfer Shares is completed simultaneously.



 


		2.2.	Consideration



 


The
consideration for the transfer of the Transfer Shares shall be the payment of the Purchase Price on the Closing Date by the Buyer to
the Seller.


 


	3.	Closing



 


		3.1.	Closing.
                                            The consummation of the purchase and sale of the Transfer Shares at the Closing hereunder
                                            (the “Closing”, and the date of the Closing, the “Closing Date”)
                                            shall take place remotely via electronic exchange of documents as soon as practicable, but
                                            in no event later than three (3) Business Days after all applicable Closing conditions specified
                                            in Section 4 hereof having been satisfied or waived, respectively, by the Buyer and the Seller
                                            (other than those conditions that by their nature are to be satisfied at the Closing, but
                                            subject to the satisfaction or, to the extent permissible, waiver thereof at the Closing),
                                            or at such other time and place as the Buyer and Seller may mutually agree in writing.



 


		3.2.	Actions
                                            at the Closings. At the Closing, the following actions shall take place, all of which shall
                                            be deemed to have occurred simultaneously and no action shall be deemed to have been completed
                                            or any document delivered until all such actions have been completed and all required documents
                                            have been delivered:



 


		3.2.1.	The
                                            Seller shall deliver to the Buyer:



 


		a.	a
                                            duly executed instrument of transfer in respect of the Transfer Shares completed in favor
                                            of the Buyer;



 


		b.	all
                                            share certificates in respect of the Transfer Shares;



 


		c.	copies
                                            of the resolutions of the board of directors and shareholders of the Seller, respectively,
                                            authorizing and approving (a) this Agreement and (b) the transfer of the Shares;



 


		d.	all
                                            powers of attorney or other authorities (if any) under which the instrument of transfer in
                                            relation to the Transfer Shares have been executed, together with such other documents as
                                            may be required to give a good title to the Transfer Shares and to enable the Buyer to become
                                            the registered holder of them; and



 


		e.	such
                                            other documents as the Buyer may reasonably request.



 



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		3.2.2.	The
Buyer shall:



  


		a.	pay
                                            and deliver the Purchase Price to the Seller in U.S. dollars by wire transfer of immediately
                                            available funds to the Designated Bank Account as set forth in SCHEDULE 2;



		b.	deliver
                                            to the Seller a duly executed instrument of transfer in respect of the Transfer Shares; and



		c.	deliver
                                            to the Seller the copies of the resolutions of the board of directors and shareholders of
                                            the Buyer, respectively, authorizing and approving (a) this Agreement and (b) the transfer
                                            of the Shares.



 


	4.	Condition
of Closing



 


The
obligations of Buyer to wire the Purchase Price hereunder are subject to the fulfillment, at or before the Closing (except where specifically
required to be fulfilled at Closing), of each of the following conditions, all or any of which may be waived in whole or in part by Buyer
in its sole discretion:


 


		4.1.	Representations
                                            and Warranties. All representations and warranties set forth in Article 5 and Schedule 1
                                            shall be true and correct as of the Closing Date (except that such representations and warranties
                                            that are made as of a specific date need only be true and correct as of such date), except
                                            where the failure of any such representations and warranties to be true and correct has not
                                            had, individually or in the aggregate, a material adverse effect.



 


		4.2.	Performance.
                                            The Seller shall have performed and complied in all material respects with each agreement,
                                            covenant and obligation required by this Agreement to be so performed or complied with by
                                            the Seller at or before the Closing.



 


		4.3.	No
                                            Injunctions or Restraints. No Governmental Authority of competent jurisdiction shall have
                                            enacted, issued, promulgated or enforced any law or preliminary or permanent injunction or
                                            other Order which is in effect and which restrains, enjoins or otherwise prohibits the validity
                                            or legality of the Transaction contemplated by this Agreement.



 


		4.4.	Both
                                            Parties has signed this Agreement in accordance with this Agreement.



 


	5.	Warranties



 


		5.1.	Warranties
                                            and representations



 


		5.1.1.	The
                                            Seller:



 


		a.	the
representations and warranties to the Buyer in this Agreement shall be true and correct in all respects and not misleading in any respect
as of the Closing Date as though made as of such Closing Date (except that those representations and warranties that address matters
only as of a particular date shall have been true and correct in all material respects as of such date); and



 



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		b.	acknowledges
                                            that the Buyer has entered into this Agreement in reliance on, among other things, the Warranties.



 


		5.1.2.	The
                                            Seller shall indemnify the Buyer and keep it indemnified against all claims, damages, losses,
                                            outgoings and liabilities whatsoever which may arise out of any breach of the Warranties,
                                            together with all costs, charges, interest, penalties and expenses relating thereto.



 


		5.2.	Warranties
                                            separate



 


Each
of the paragraphs in the Schedule 1:


 


		5.2.1.	shall
                                            be construed as a separate and independent warranty and representation; and



 


		5.2.2.	unless
                                            expressly provided in this Agreement, shall not be limited by reference to another paragraph
                                            of the Schedule or by any other provision of this Agreement and the Buyer shall have a separate
                                            claim and right of action in respect of every breach of a Warranty.



 


	6.	Tax



 


All
sums payable, or consideration given by the Buyer under this agreement are inclusive of any Taxes imposed under the law of the State
of New York.


 


	7.	TERMINATION



 


		7.1.	Termination
                                            by Both Buyer and Seller. This Agreement may be terminated and the transactions contemplated
                                            hereby may be abandoned at any time prior to Closing by mutual written agreement of Seller
                                            and Buyer.



 


		7.2.	Effect
                                            of Termination. If validly terminated pursuant to Sections 6.1, this Agreement shall forthwith
                                            become null and void and of no further force and effect (other than the provisions of Section
                                            1 (Definitions and Interpretation), this Section 7 (Termination) and Section 10 (Miscellaneous),
                                            all of which shall survive termination of this Agreement), and there shall be no liability
                                            on the part of Buyer or Seller, provided, however, that no such termination will relieve
                                            any Party from liability for any fraud or intentional breach of this Agreement prior to the
                                            date of such termination.



 


	8.	RIGHTS
AND REMEDIES



 


Except
as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive
of, any rights or remedies provided by law.


 



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	9.	DISPUTE
RESOLUTION



 


		9.1.	Governing
                                            Law. This Agreement shall be governed and interpreted in accordance with the laws of the
                                            State of New York and the obligations, rights and remedies of the parties hereunder shall
                                            be determined in accordance with such laws.



 


		9.2.	Dispute
                                            Resolution. With respect to any claim arising out of this Agreement, each party irrevocably
                                            submits to the exclusive jurisdiction of the courts of the State of New York, and each party
                                            irrevocably waives any objection which it may have at any time to the laying of venue of
                                            any suit, action or proceeding arising out of or relating hereto brought in any such courts,
                                            irrevocably waives any claim that any such suit, action or proceeding brought in any such
                                            court has been brought in any inconvenient forum and further irrevocably waives the right
                                            to object, with respect to such claim, suit, action or proceeding brought in any such court,
                                            that such court does not have jurisdiction over such party, provided that service of process
                                            has been made by any lawful means.



 


	10.	MISCELLANEOUS



 


		10.1.	Notices.
                                            All notices and other communications hereunder shall be in writing and shall be deemed duly
                                            delivered (a) when delivered by hand, if personally delivered, (b) one Business Day after
                                            being sent for next Business Day delivery, fees prepaid, when sent via a reputable nationwide
                                            overnight courier service, or the second Business Day after being sent for two-Business Day
                                            delivery, fees prepaid, when sent internationally via a reputable international courier service,
                                            (c) when sent by facsimile, on the date an acknowledgment of sending is produced by the sending
                                            facsimile machine, or the first Business Day following such acknowledgment if the date of
                                            such acknowledgment is not a Business Day, (d) when sent via email (except where a notice
                                            is received stating that such mail had not been successfully delivered) on the date of transmission,
                                            or the first Business Day following such transmission if the date of such transmission is
                                            not a Business Day – in each case to the intended recipient as set forth below:



 


If
to the Seller:


Hudson
Capital USA Inc.


 


[CONTACT
PERSON]; Warren Wang

 [ADRESS]; 22 witte pl, west orange, NJ 07052

 [E-mail] : warren@hudsoncapitalusa.com


 



    7


     


    

 


If
to the Buyer:


Wave
Sync Corp.


 


[CONTACT
PERSON] :Honman Yun


[ADRESS]
:19 W 44th St, Suite 1001, NewYork, NY 10036


[E-mail]:
man@pxspac.com


 


Any
Party to this Agreement may give any notice or other communication hereunder using any other means (including messenger service or ordinary
mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by
the Party for whom it is intended. Any Party to this Agreement may change the address to which notices and other communications hereunder
are to be delivered by giving the other Parties to this Agreement notice in the manner herein set forth.


 


		10.2.	Entire
                                            Agreement. This Agreement, together with all Schedules hereto and the other Transaction Documents
                                            constitute the entire understanding among the Parties with respect to the subject matter
                                            hereof and thereof, and supersede all other understandings and negotiations with respect
                                            thereto.



 


		10.3.	Waiver.
                                            Any term or condition of this Agreement may be waived at any time by the Party that is entitled
                                            to the benefit thereof, but no such waiver shall be effective unless set forth in a written
                                            instrument duly executed by or on behalf of the Party waiving such term or condition. No
                                            waiver by any Party of any term or condition of this Agreement, in any one or more instances,
                                            shall be deemed to be or construed as a waiver of the same or any other term or condition
                                            of this Agreement on any future occasion.



 


		10.4.	Amendment.
                                            This Agreement may be amended, supplemented or modified only by a written instrument duly
                                            executed by or on behalf of the Buyer and Seller.



 


		10.5.	Assignment.
                                            No Party to this Agreement may assign its rights or delegate any or all of its obligations
                                            under this Agreement without the express prior written consent of each of the other Parties
                                            to this Agreement (which consent may be granted or withheld in such Parties’ sole discretion).



 


		10.6.	Expenses.
                                            Except as otherwise expressly provided in this Agreement, whether or not the transactions
                                            contemplated hereby are consummated, each Party will pay its own costs and expenses.



 


		10.7.	Headings.
                                            The headings used in this Agreement have been inserted for convenience of reference only
                                            and do not define or limit the provisions hereof.



 






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		10.8.	Invalid
                                            Provisions; Severability. If any provision of this Agreement is held to be illegal, invalid
                                            or unenforceable under any present or future Law, and if the rights or obligations of any
                                            Party hereto under this Agreement will not be materially and adversely affected thereby,
                                            (a) such provision will be fully severable, (b) this Agreement will be construed and enforced
                                            as if such illegal, invalid or unenforceable provision had never comprised a part hereof,
                                            (c) the remaining provisions of this Agreement will remain in full force and effect and will
                                            not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom
                                            and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added
                                            automatically as a part of this Agreement a legal, valid and enforceable provision as similar
                                            in terms to such illegal, invalid or unenforceable provision as may be possible.



 


		10.9.	Counterparts.
                                            This Agreement may be executed in one or more counterparts, all of which shall be considered
                                            one and the same agreement, and shall become effective when each Party hereto shall have
                                            received counterparts hereof signed by each of the other Parties. If any signature is delivered
                                            by facsimile transmission or by PDF, such signature shall create a valid and binding obligation
                                            of the Party executing (or on whose behalf the signature is executed) with the same force
                                            and effect as if such facsimile or PDF signature were an original thereof.



 


[Signature
page follows]


 



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THIS
AGREEMENT has been executed on the date stated at the beginning.


  


Hudson
Capital USA Inc


 


	By:	/s/ Warren
Wang	 
	 	Name: 	Warren Wang	 
	 	Title: 	CEO	 


  


Wave
Sync Corp.


  


	By:	/s/ Honman Yun	 
	 	Name: 	Honman Yun	 
	 	Title: 	CEO	 


   



     


     


    

 


Schedule
1


 


The Warranties


 


The
Seller warrants and represents to the Buyer that:


 


	11.	Transfer
Shares



 


		11.1.	It
                                            is the sole legal and beneficial owner of the Transfer Shares.



 


		11.2.	There
                                            is no Encumbrance on, over or affecting the Transfer Shares and no person has made any claim
                                            to be entitled to any right over or affecting the Transfer Shares.



 


	12.	Powers
                                            and obligations of the Seller



 


		12.1.	It
                                            has the right, power and authority and has taken all action necessary to execute and deliver
                                            and to exercise its rights and perform its obligations under this Agreement and each document
                                            to be executed at or before Completion.



 


		12.2.	Where
                                            necessary this Agreement constitutes and the other documents to be executed by it and delivered
                                            at Closing will, when executed, constitute legal, valid and binding obligations of it enforceable
                                            in accordance with their respective terms.



 


		12.3.	It
                                            is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to
                                            the Buyer on the terms set out in this Agreement.



 


		12.4.	No
                                            consent, authorization, license or approval of or notice to Governmental Authority or any
                                            other person is required to authorize the execution, delivery, validity, enforceability or
                                            admissibility in evidence of this Agreement or the performance by it of its obligations under
                                            this Agreement. Nor will it be required as a consequence of this Agreement.



 


	13.	Solvency



 


		13.1.	No
                                            order has been made and no resolution has been passed for the winding up of it or for a provisional
                                            liquidator to be appointed in respect of it and no petition has been presented and no meeting
                                            has been convened for the purpose of the winding up of it.



 


		13.2.	No
                                            receiver (which expression shall include an administrative receiver) has been appointed in
                                            respect of it or in respect of all or any part of its assets.



 


		13.3.	It
                                            is not insolvent or unable to pay its debts and neither has it stopped paying its debts as
                                            they fall due.



 


		13.4.	No
                                            composition in satisfaction of the debts of it or scheme of arrangement of its affairs or
                                            compromise or arrangement between it and its creditors or members or any class of its creditors
                                            or members has been proposed, sanctioned or approved, and no step is or has been taken to
                                            do any of those things.



 


		13.5.	No
                                            event analogous to any of the foregoing in respect of it has occurred in or outside the USA.



 


		13.6.	No
                                            circumstances have arisen which are likely to result in a transaction to which it is a party
                                            being set aside.



 


		13.7.	No
                                            unsatisfied judgment is outstanding against it.



 



     


     


    

 


Schedule
2


 


Designated Bank Account


  


Bank
Wire Instructions of the Seller - The Designated Bank Accounts for the Buyer to pay and deliver the Purchase Price to the Seller in accordance
with Section 3.22 (a) of the Agreement are as follows:


  


Beneficiary
Name: Hudson Capital USA INC.


 


Beneficiary Account Number: 655935735


 


Bank
Routing Number (Domestic Wire): 1222-0395-0


 


Bank Routing (International)/SWIFT: CATHUS6L


 


Receiving Bank Name: Cathay Bank


 


Receiving
Bank Address: 4128 Temple City Blvd, Rosemead, CA 91770