Exhibit 4.8


 


SHARE PURCHASE AGREEMENT


 


between


 


Bodang Liu


 


and


 


Hebron Technology Co., Ltd.


dated as of


 


July 12, 2019


 


SHARE PURCHASE AGREEMENT


 


This Share Purchase Agreement (this “Agreement”),
dated as of July 12, 2019, is entered into between Bodang Liu, citizen of the People’s Republic of China (“Seller”),
and Hebron Technology Co., Ltd., a British Virgin Islands company limited by shares (“Buyer”). Capitalized terms
used in this Agreement have the meanings given to such terms herein.


 


RECITALS


 


WHEREAS, Seller owns all 50,000 of
the issued and outstanding common shares, $1.00 par value (the “Shares”), of NiSun International Enterprise
Management Group (British Virgin Islands) Co., Ltd., a British Virgin Islands limited company (the “Company”);
and


 


WHEREAS, Seller wishes to sell to
Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;


 


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


 


ARTICLE I

Purchase and sale


 


Section
1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section
2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien,
charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any
restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each,
an “Encumbrance”), for the consideration specified in Section 1.02.


  


Section
1.02 Purchase Price. The aggregate purchase price for the Shares shall be $7,000,000 (the “Purchase Price”).
Buyer shall pay the Purchase Price to Seller at the Closing in accordance with the instructions set forth in Section 1.02
of the Disclosure Schedules. The term “Disclosure Schedules” means the disclosure schedules delivered by Seller
concurrently with the execution, closing, and delivery of this Agreement.


 


ARTICLE II

CLOSING


 


Section
2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the “Closing
Date”) at the offices of Buyer, or such other place or manner as the parties may mutually agree upon. The
consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. China Standard Time on
the Closing Date.


 






     


     


    

 


Section
2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:


 


(a) Share
certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or
other instruments of transfer duly executed in blank.


 


(b) A
certificate of good standing for the Company certified by the Governmental Authority of each jurisdiction where the Company is
required to be qualified to do business. For purposes of this Agreement, “Governmental Authority” means any
government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any
arbitrator, court, or tribunal of competent jurisdiction.


 


Section
2.03 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to Seller:


 


(a) The
full amount of the Purchase Price.


 


(b) A
certificate of the Secretary (or other officer) of Buyer certifying (i) that attached thereto are true and complete copies of all
resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force
and effect, and (ii) the names, titles, and signatures of the officers of Buyer authorized to sign this Agreement and the other
Transaction Documents.


 


ARTICLE III

Representations and warranties of seller


 


Seller represents and warrants to Buyer
that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this ARTICLE III,
“Seller’s knowledge,” “knowledge of Seller,” and any similar phrases shall mean the actual or constructive
knowledge of any director or officer of Seller, after due inquiry.


 


Section
3.01 Authority of Seller. Seller has the full legal capacity, power and authority to execute and deliver this Agreement
and to perform his obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable 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.


 


Section
3.02 Organization, Authority, and Qualification of the Company. The Company is a company duly organized, validly
existing, and in good standing under the Laws of the British Virgin Islands and has full corporate power and authority to own,
operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and
is currently conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed
or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction
in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification
necessary.


 


Section
3.03 Capitalization. 


 


(a) The
authorized shares of the Company consist of 50,000 common shares, $1.00 par value, of which 50,000 shares are issued and outstanding
and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and nonassessable, and are
owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and delivery of
the Shares and payment therefor in accordance with the terms of this Agreement, Buyer shall own all of the Shares, free and clear
of all Encumbrances.


 




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(b) All
of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement or commitment
to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any individual,
corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust,
association, or other entity (each, a “Person”).


 


(c) There
are no outstanding or authorized options, warrants, convertible securities, share appreciation, phantom shares, profit participation,
or other rights, agreements, or commitments relating to the common shares of the Company or obligating Seller or the Company to
issue or sell any shares of, or any other interest in, the Company. There are no voting trusts, shareholder agreements, proxies,
or other agreements in effect with respect to the voting or transfer of any of the Shares.


 


Section
3.04 Subsidiaries. The Company’s corporate structure consists of the following legal entities. Other than the
following, the Company does not have, or have the right to acquire, an ownership interest in any other company. The term Company
shall be understood to include each of the following subsidiaries and related parties, as the context herein may require.


 


(a) NiSun
International Enterprise Management Group (British Virgin Islands) Co., Ltd. (“NiSun BVI”), a limited company established
under the laws of the British Virgin Islands on January 17, 2019.


 


(b) NiSun
International Enterprise Management Group (Hong Kong) Co., Limited (“NiSun HK”), a limited company established under
the laws of Hong Kong on January 25, 2019, a wholly-owned subsidiary of NiSun BVI.


 


(c) NingChen
(Shanghai) Enterprise Management Co., Ltd (“NingChen” or “WFOE”), a PRC company established on April 10,
2019, a wholly-owned subsidiary of NiSun HK. We refer to NingChen as “WFOE” because it is a Wholly Foreign-Owned Enterprise.


 


(d) Fintech
(Shanghai) Investment Holding Co., Ltd (“Fintech” or “VIE”), a PRC company incorporated on January 20,
2016 by the same group of shareholders as NiSun BVI. Fintech provides online recommendation services of institutional financial
products through its online marketplace in the PRC. We refer to Fintech as “VIE” because it is a Variable Interest
Entity.


 


Section
3.05 No Conflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other
Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do
not and will not: (a) violate or conflict with any provision of the articles of incorporation, bylaws, or other governing documents
of Seller or the Company; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty,
or other requirement of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction,
decree, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”)
applicable to Seller or the Company; (c) require the consent, notice, or filing with or other action by any Person or require any
Permit, license, or Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the
right to accelerate, terminate, or modify any contract, lease, deed, mortgage, license, instrument, note, indenture, joint venture,
or any other agreement, commitment, or legally binding arrangement, whether written or oral (collectively, “Contracts”),
to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties
and assets are subject; or (e) result in the creation or imposition of any Encumbrance on any properties or assets of the Company.


 


Section
3.06 Financial Statements. Complete copies of the Company’s audited financial statements consisting of
the balance sheet of the Company as at December 31, 2018 and 2017 and the related statements of income and retained earnings,
shareholders’ equity, and cash flow for the years then ended (the “Financial Statements”) have been
delivered to Buyer. The Financial Statements have been prepared in accordance with generally accepted accounting principles
in effect in the United States from time to time (“GAAP”), applied on a consistent basis throughout the
period involved. The Financial Statements are based on the books and records of the Company and fairly present the financial
condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for
the periods indicated. The balance sheet of the Company as of December 31, 2018 is referred to herein as the
“Balance Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains
a standard system of accounting established and administered in accordance with GAAP.


 






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Section
3.07 Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever,
whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a)
those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which
have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are
not, individually or in the aggregate, material in amount.


 


Section
3.08 Absence of Certain Changes, Events, and Conditions. Since the Balance Sheet Date, and other than in the ordinary
course of business consistent with past practice, there has not been, with respect to the Company, any change, event, condition,
or development that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business,
results of operations, condition (financial or otherwise), or assets of the Company.


 


Section
3.09 Material Contracts. 


 


(a)
Section 3.09(a) of the Disclosure Schedules lists each Contract that is material to the Company (such Contracts, together
with all Contracts concerning the occupancy, management, or operation of any Real Property (as defined in Section 3.10(a)), being
“Material Contracts”), including the following:


 


(i) each
Contract of the Company involving aggregate consideration in excess of $50,000;


 


(ii) all
Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax (as defined in Section
3.19(a)), environmental, or other Liability of any Person;


 


(iii) all
Contracts relating to Intellectual Property (as defined in Section 3.11(a)), including all licenses, sublicenses, settlements,
coexistence agreements, covenants not to sue, and permissions;


 


(iv) except
for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees)
of the Company; and


 


(v) all
Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in
any geographic area or during any period of time.


 


(b) Each
Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the
Company or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach
of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Complete and
correct copies of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder)
have been made available to Buyer.


 


Section
3.10 Real Property; Title to Assets. 


 


(a) Section
3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or
subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real
Property”), including: (i) the street address of each parcel of Real Property; (ii) for property that is leased or
subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the
term of such lease or sublease, and any termination or renewal rights of either party; and (iii) the current use of such
property. Seller has delivered or made available to Buyer true, correct, and complete copies of all Contracts, title
insurance policies, and surveys relating to the Real Property.


 






    4


     


    

 


(b) The
Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold
interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the
Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent
with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold
interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules.


 


(c)
The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess,
lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company’s business does
not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or agreement and no material
improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.


 


Section
3.11 Intellectual Property. 


 


(a) “Intellectual
Property” means any and all of the following in any jurisdiction throughout the world: (i) issued patents and pending
patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin, together with
the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of,
any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how, inventions
(whether or not patentable), technology, and other confidential and proprietary information and all rights therein; (v) internet
domain names and social media accounts and pages; and (vi) other intellectual or industrial property and related proprietary rights,
interests, and protections.


 


(b) Section
3.11(b) of the Disclosure Schedules lists all issued patents, registered trademarks, domain names and copyrights, and pending
applications for any of the foregoing and all material unregistered Intellectual Property that are owned by the Company (the “Company
IP Registrations”). The Company owns or has the valid and enforceable right to use all Intellectual Property used or
held for use in or necessary for the conduct of the Company’s business as currently conducted or as proposed to be conducted
(the “Company Intellectual Property”), free and clear of all Encumbrances. All of the Company Intellectual Property
is valid and enforceable, and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all
necessary steps to maintain and enforce the Company Intellectual Property.


 


(c) The
conduct of the Company’s business as currently and formerly conducted and as proposed to be conducted has not infringed,
misappropriated, or otherwise violated and will not infringe, misappropriate, or otherwise violate the Intellectual Property or
other rights of any Person. No Person has infringed, misappropriated, or otherwise violated any Company Intellectual Property.


 


Section
3.12 Material Customers and Suppliers/Vendors. 


 


(a)
Section 3.12(a) of the Disclosure Schedules sets forth each customer who has paid aggregate consideration to the Company
for goods or services rendered in an amount greater than or equal to $50,000 for each of the two most recent fiscal years (collectively,
the “Material Customers”). The Company has not received any notice, and has no reason to believe, that any of
its Material Customers has ceased, or intends to cease after the Closing, to purchase or use its goods or services or to otherwise
terminate or materially reduce its relationship with the Company.


 


(b) Section
3.12(b) of the Disclosure Schedules sets forth each supplier to whom the Company has paid consideration for goods or
services rendered in an amount greater than or equal to $50,000 for each of the two most recent fiscal years (collectively,
the “Material Suppliers”). The Company has not received any notice, and has no reason to believe, that any
of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise
terminate or materially reduce its relationship with the Company.


 






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Section
3.13 Insurance. Section 3.13 of the Disclosure Schedules sets forth a true and complete list of all current
policies or binders of insurance maintained by Seller or its Affiliates (including the Company) and relating to the assets, business,
operations, employees, officers, and directors of the Company (collectively, the “Insurance Policies”). Such
Insurance Policies: (a) are in full force and effect; (b) are valid and binding in accordance with their terms; (c) are provided
by carriers who are financially solvent; and (d) have not been subject to any lapse in coverage. Neither Seller nor any of its
Affiliates (including the Company) has received any written notice of cancellation of, premium increase with respect to, or alteration
of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have been paid. None of Seller or
any of its Affiliates (including the Company) is in default under, or has otherwise failed to comply with, in any material respect,
any provision contained in any Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried
by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable Laws and Contracts
to which the Company is a party or by which it is bound. For purposes of this Agreement: (x) “Affiliate” of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person; and (y) the term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract,
or otherwise.


 


Section
3.14 Litigation; Governmental Orders. 


 


(a) There
are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,
litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to Seller’s knowledge, threatened against or by the Company, Seller, or any Affiliate of Seller: (i) relating
to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin,
or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give
rise to, or serve as a basis for, any such Action.


 


(b) There
are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company
or any of its properties or assets.


 


Section
3.15 Compliance With Laws; Permits. 


 


(a) The
Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets.


 


(b) All
permits, licenses, franchises, approvals, registrations, certificates, variances, and similar rights obtained, or required to be
obtained, from Governmental Authorities (collectively, “Permits”) that are required for the Company to conduct
its business, including, without limitation, owning or operating any of the Real Property, have been obtained and are valid and
in full force and effect. Section 3.15(b) of the Disclosure Schedules list all current Permits issued to the Company and
no event has occurred that would reasonably be expected to result in the revocation or lapse of any such Permit.


 


Section
3.16 Environmental Matters.


 


(a) The
Company has complied, and is now complying, with all Environmental Laws. Neither the Company nor Seller has received notice from
any Person that the Company, its business or assets, or any real property currently or formerly owned, leased, or used by the Company
is or may be in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.


 


(b) As
used in this Agreement: (i) “Environmental Laws” means all Laws, now or hereafter in effect, in each case
as amended or supplemented from time to time, relating to the regulation and protection of human health, safety, the
environment, and natural resources, including any federal, state, or local transfer of ownership notification or approval
statutes; and (ii) “Hazardous Substances” means: (A) “hazardous materials,” “hazardous
wastes,” “hazardous substances,” “industrial wastes,” or “toxic pollutants,” as
such terms are defined under any Environmental Laws; (B) any other hazardous or radioactive substance, contaminant, or waste;
and (C) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental
investigation, regulation, monitoring, or remediation.


 






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Section
3.17 Employee Benefit Matters.


 


(a) Section
3.17(a) of the Disclosure Schedules contains a true and complete list of each employee benefit plan, whether or not written,
and each supplemental retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus,
equity, change in control, retention, severance, salary continuation, and other similar agreement, plan, policy, program, practice,
or arrangement which is or has been established, maintained, sponsored, or contributed to by the Company or under which the Company
has or may have any Liability (each, a “Benefit Plan”).


 


(b) For
each Benefit Plan, Seller has made available to Buyer accurate, current, and complete copies of each of the following: (i) the
plan document with all amendments, or if not reduced to writing, a written summary of all material plan terms; (ii) any written
contracts and arrangements related to such Benefit Plan, including trust agreements or other funding arrangements, and insurance
policies, certificates, and contracts; (iii) any material notices, audits, inquiries, or other correspondence from, or filings
with, any Governmental Authority relating to the Benefit Plan.


 


(c) Each
Benefit Plan has been established, administered, and maintained in accordance with its terms and in compliance with all applicable
Laws. Nothing has occurred with respect to any Benefit Plan that has subjected or could subject the Company or, with respect to
any period on or after the Closing Date, Buyer or any of its Affiliates, to a civil action, penalty, surcharge, or Tax under applicable
Law or which would jeopardize the previously-determined qualified status of any Benefit Plan. All benefits, contributions, and
premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable
Laws and accounting principles. Benefits accrued under any unfunded Benefit Plan have been paid, accrued or adequately reserved
for to the extent required by GAAP.


 


(d) No
complete or partial termination of any Benefit Plan has occurred or is expected to occur.


 


(e) No
Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason.


 


(f) Neither
the execution of this Agreement nor any of the transactions contemplated by this Agreement will, either alone or in combination
with any other event, (i) entitle any current or former director, officer, employee, independent contractor, or consultant of the
Company to any severance pay, increase in severance pay, or other payment; (ii) accelerate the time of payment, funding, or vesting,
or increase the amount of compensation (including share-based compensation) due to any such individual; (iii) limit or restrict
the right of the Company to amend or terminate any Benefit Plan; or (iv) increase the amount payable under any Benefit Plan.


 


Section
3.18 Employment Matters.


 


(a) Section
3.18(a) of the Disclosure Schedules lists: (i) all employees, independent contractors, and consultants of the Company; and
(ii) for each individual described in clause (i), the individual’s title or position, hire date, and compensation, any Contracts
entered into between the Company and such individual, and the fringe benefits provided to each such individual. All compensation
payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the Closing
Date have been paid in full.


 




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(b) The
Company is not, and has not been, a party to or bound by any collective bargaining agreement or other Contract with a union or
similar labor organization (collectively, “Union”), and no Union has represented or purported to represent any
employee of the Company. There has never been, nor has there been any threat of, any strike, work stoppage, slowdown, picketing,
or other similar labor disruption or dispute affecting the Company or any of its employees.


 


(c) The
Company is and has been in compliance with: (i) all applicable employment Laws and agreements regarding
hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment, retaliation,
and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification,
employee health and safety, engagement and classification of independent contractors, payroll taxes, and immigration with respect
to all employees, independent contractors, and contingent workers; and (ii) all applicable
Laws relating to the relations between it and any labor organization, trade union, work council, or other body representing employees
of the Company.


 


Section
3.19 Taxes.


 


(a) All
returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns
and claims for refund) (“Tax Returns”) required to be filed by the Company on or before the Closing Date have
been timely filed. Such Tax Returns are true, correct, and complete in all respects. All Taxes due and owing by the Company (whether
or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or requested
with respect to any Taxes of the Company. Seller has delivered to Buyer copies of all Tax Returns and examination reports of the
Company and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after July 12,
2019. The term “Taxes” means all federal, state, local, foreign, and other income, gross receipts, sales, use,
production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll,
employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal),
real property gains, windfall profits, customs, duties, or other taxes, fees, assessments, or charges of any kind whatsoever, together
with any interest, additions, or penalties with respect thereto.


 


(b) The
Company has not been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes. The Company has
no Liability for Taxes of any Person other than the Company, as transferee or successor, by contract, or otherwise.


 


(c) There
are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.


 


Section
3.20 Books and Records. The minute books and share record books of the Company, all of which are in the possession
of the Company and have been made available to Buyer, are complete and correct.


 


Section
3.21 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee
or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements
made by or on behalf of Seller.


 


Section
3.22 Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the
Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this
Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements
contained therein, in light of the circumstances in which they are made, not misleading.


 






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ARTICLE IV

Representations and warranties of buyer


 


Buyer represents and warrants to
Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof. For purposes of this
ARTICLE IV, “Buyer’s knowledge,” “knowledge of Buyer,” and any similar phrases shall mean the
actual or constructive knowledge of any director or officer of Buyer, after due inquiry.


 


Section
4.01 Organization and Authority of Buyer. Buyer is a company duly organized, validly existing, and in good standing
under the Laws of the British Virgin Islands. Buyer has full corporate power and authority to enter into this Agreement and the
other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction
Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation
by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the
part of Buyer. This Agreement and each Transaction Document constitute legal, valid, and binding obligations of Buyer enforceable
against Buyer in accordance with their respective terms.


 


Section
4.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction
Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(a) violate or conflict with any provision of the articles of incorporation, bylaws, or other governing documents of Buyer; (b)
violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice,
declaration, or filing with or other action by any Person or require any Permit, license, or Governmental Order.


 


Section
4.03 Investment Purpose. The Buyer has sufficient knowledge and experience
in the Business, and in financial and business matters generally, so as to be capable of evaluating the merits and risks of its
investment in the Shares. The Buyer is capable of bearing the economic risks of such investment, including a complete loss of its
investment. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”). Buyer acknowledges that Seller has not registered
the offer and sale of the restricted Shares under the Securities Act or any state securities laws, and that the Shares may not
be pledged, transferred, sold, offered for sale, hypothecated, or otherwise disposed of except pursuant to the registration provisions
of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as
applicable.


 


Section
4.04 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee
or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements
made by or on behalf of Buyer.


 


Section
4.05  Litigation; Governmental Orders. 


 


(a) There
are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,
litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of Buyer: (i) relating to or affecting
the Buyer or any of the Buyer’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay
the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as
a basis for, any such Action.


 


(b) There
are no outstanding, and the Buyer is in compliance with all, Governmental Orders against, relating to, or affecting the Buyer or
any of its properties or assets.


 






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ARTICLE V

Covenants


 


Section
5.01 Confidentiality. From and after the Closing, Seller shall, and shall cause its Affiliates and its and their
respective directors, officers, employees, consultants, counsel, accountants, and other agents
(“Representatives”) to hold, in confidence any and all information, in any form, concerning the Company,
except to the extent that Seller can show that such information: (a) is generally available to and known by the public
through no fault of Seller, any of its Affiliates, or their respective Representatives; or (b) is lawfully acquired by
Seller, any of its Affiliates, or their respective Representatives from and after the Closing from sources which are not
prohibited from disclosing such information by any obligation. If Seller or any of its Affiliates or their respective
Representatives are compelled to disclose any information by Governmental Order or Law, Seller shall promptly notify Buyer in
writing and shall disclose only that portion of such information which is legally required to be disclosed, provided
that Seller shall use reasonable best efforts to obtain as promptly as possible an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded such information.


 


Section
5.02 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective
Affiliates to, execute and deliver such additional documents and instruments and take such further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction
Documents.


 


ARTICLE VI

Tax matters


 


Section
6.01 Tax Covenants. 


 


(a) Without
the prior written consent of Buyer, Seller shall not, to the extent it may affect or relate to the Company: (i) make, change, or
rescind any Tax election: (ii) amend any Tax Return; or (iii) take any position on any Tax Return, take any action, omit to take
any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax
asset of Buyer or the Company in respect of any taxable period that begins after the Closing Date or, in respect of any taxable
period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion
of such Straddle Period beginning after the Closing Date.


 


(b) All
transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement and the other Transaction Documents shall be borne and paid by Seller when
due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer
shall cooperate with respect thereto as necessary).


 


(c) Buyer
shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect
to any taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax Returns. Any such Tax
Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any
election or any accounting method.


 


Section
6.02 Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any
such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be:
(a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth, (ii) imposed in
connection with the sale, transfer, or assignment of property, or (iii) required to be withheld, the amount of Taxes which would
be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the
entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and
the denominator of which is the number of days in the entire period.


 


Section
6.03 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written
or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company, Seller, nor any
of Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.


 






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Section
6.04 Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in
Section 7.01) and hold them harmless from and against (a) any loss, damage, liability, deficiency, Action, judgment,
interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees
and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any
breach of or inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or
violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes
of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes
of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the
Company) is or was a member on or prior to the Closing Date; and (e) any and all Taxes of any Person imposed on the Company
arising under the principles of transferee or successor liability or by contract, relating to an event or transaction
occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including
attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of
the Company that are the responsibility of Seller pursuant to this Section 6.04 within ten business days after payment of
such Taxes by Buyer or the Company. For purposes of this Agreement, a “Pre-Closing Tax Period” means any
taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after
the Closing Date, the portion of such taxable period ending on and including the Closing Date.


 


Section
6.05 Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and
information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection
with any proceeding in respect of Taxes of the Company, including providing copies of relevant Tax Returns and accompanying documents.
Each of Seller and Buyer shall retain all Tax Returns and other documents in its possession relating to Tax matters of the Company
for any Pre-Closing Tax Period (collectively, “Tax Records”) until the expiration of the statute of limitations
of the taxable periods to which such Tax Records relate.


 


Section
6.06 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.19 and this
ARTICLE VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation,
or extension thereof) plus 60 days.


 


ARTICLE VII

Indemnification


 


Section
7.01 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify
and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer
Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them
for, any and all Losses incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to,
or by reason of:


 


(a) any
inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other Transaction
Documents; or


 


(b) any
breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or the
other Transaction Documents.


 


Section
7.02 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VII, Buyer shall indemnify
and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”)
against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, Seller Indemnitees based upon, arising out of, with respect to, or by reason of:


 


(a) any
inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction
Documents; or


 


(b) any
breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.


 






    11


     


    

 


Section
7.03 Indemnification Procedures; Third Party Claims. Whenever any claim shall arise for indemnification hereunder,
the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of
such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to
indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the
Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of
any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to
participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party
does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such
Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the
Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party
in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein
provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the
Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless
such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising
out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a
failure to act on behalf of an Indemnified Party.


 


Section
7.04 Survival. Subject to ARTICLE VI, all representations, warranties, covenants, and agreements contained herein
and all related rights to indemnification shall survive the Closing and shall remain in full force and effect until the date that
is two years from the Closing Date; provided, that the representations and warranties in (a) Section 3.01, Section 3.03, Section
3.21, Section 4.01, and Section 4.04 shall survive indefinitely; and (b) Section 3.17 and Section 3.19 shall survive for the full
period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days.
Subject to ARTICLE VI, all covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for
the period explicitly specified therein. Notwithstanding the foregoing, any claims which are timely asserted in good faith with
reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching
party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant
representation or warranty and such claims shall survive until finally resolved.


 


Section
7.05 Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event,
or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations
and warranties in Section 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking,
or obligation in ARTICLE VI) shall be governed exclusively by ARTICLE VI hereof.


 


ARTICLE VIII

Miscellaneous


 


Section
8.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses; provided, however, that if one party advanced any costs and
expenses on behalf of and with the consent of another party, the paying party shall be entitled to reimbursement


 


Section
8.02 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. If to the Buyer or Sellers, notice shall be sent to such address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given 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.


 






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Section
8.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section
8.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.


 


Section
8.05 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement
of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between
the statements in the body of this Agreement and those in the other Transaction Documents and the Disclosure Schedules, the statements
in the body of this Agreement will control.


 


Section
8.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the
prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve
the assigning party of any of its obligations hereunder.


 


Section
8.07 No Third Party Beneficiaries. Except as otherwise expressly provided,
nothing in this Agreement shall convey any rights upon any person or entity which is not a party or permitted designee of a party
to this Agreement.


 


Section
8.08 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement
in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly
set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising
from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or
remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.


 


Section
8.09 Governing Law; Submission to Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws
of the British Virgin Islands, without giving effect to any choice of law or conflict of law provision or rule that would cause
the application of the laws of any jurisdictions other than the British Virgin Islands. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the city of Shanghai, China for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. 


 


Section
8.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[signature
page follows]


 




    13


     


    

 


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


 


	 	
        SELLER

        Bodang Liu

	 	 
	 	
        /s/ Bodang Liu

	 	 
	 	
        BUYER

        Hebron Technology Co., Ltd.




 


	 	By:	/s/ Anyuan Sun
	 	
        Name: Anyuan Sun

        Title: Chief Executive Officer