Exhibit 4.12


 


SHARE PURCHASE AGREEMENT


 


THIS SHARE PURCHASE
AGREEMENT (the “Agreement”) is dated as of December 6, 2019, by and among Hebron Technology Co., Ltd., a
British Virgin Islands company, (the “Company”), and each of the parties listed on Schedule of Buyers hereto
(each, a “Buyer”).


 


WHEREAS:


 


A. The
Company and each Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B. Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that number of
Class A common shares (the “Shares”) of the Company, $0.001 par value per share, set forth opposite the Buyer’s
name in the Schedule of Buyers.


 


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


 


1. PURCHASE
AND SALE OF SHARES.


 


(a) Sale
of Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, the Company shall
issue and sell to the Buyer, and the Buyer agrees to purchase from the Company on the Closing Date (as defined below), such number
of Shares as is set forth opposite the Buyer’s name in the Schedule of Buyers (the “Closing”).


 


(b) Closing.
The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Eastern Standard Time, within five
(5) days after confirmation that NASDAQ prior notification and approval processes are completed and after notification of satisfaction
(or waiver) of the conditions to the Closing set forth in Sections 5 and 6 below at the offices of Kaufman & Canoles, P.C.,
Two James Center, 14th Floor, 1021 East Cary Street, Richmond, Virginia 23219. The parties intend that the Closing Date shall be
on or before December 23, 2019.


 


(c) Purchase
Price. The aggregate purchase price for the Shares to be purchased by the Buyer at the Closing (the “Purchase Price”)
shall be the amount set forth opposite the Buyer’s name in the Schedule of Buyers.


 


(d) Form
of Payment. On the Closing Date, (i) the Buyer shall pay its Purchase Price to the Company for the Shares to be issued and
sold to the Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written
wire instructions and (ii) the Company shall instruct its transfer agent to issue to the Buyer the Shares which the Buyer
is then purchasing.


 






     


     


    

 


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


 


(a) No
Sale or Distribution. The Buyer is acquiring the Shares 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 1933 Act. The Buyer is
acquiring the Shares hereunder in the ordinary course of its business. The Buyer does not presently have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Shares.


 


(b) Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(c) Reliance
on Exemptions. The Buyer understands that the Shares 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 the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Shares.


 


(d) Information.
The 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 Shares that have been reasonably requested by the Buyer. The 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 the Buyer or its advisors, if any, or its representatives shall modify, amend or affect
the Buyer’s right to rely on the Company’s representations and warranties contained herein. The Buyer understands that
its investment in the Shares involves a high degree of risk and is able to afford a complete loss of such investment. The 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 Shares.


 


(e) No
Governmental Review. The 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 Shares or the fairness or suitability of the investment in
the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


(f) Transfer
or Resale. The Buyer understands that (i) the Shares have not been and are not being registered under the 1933 Act, and may
not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) the Buyer shall have
delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Shares
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 Shares under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.


 






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(g) Lock-Up.
The Shares may not be sold until one year following issuance thereof. Beginning on the one-year anniversary of issuance, each
Buyer may sell up to twenty percent (20%) of such Buyer’s Shares pursuant to registration or exemption from
registration. The parties acknowledge that this lock-up shall be memorialized in the restrictive legend described in the
Section 2(h) hereof.


 


(h) Legends.
The Buyer understands that the share certificates, unless and until registered, shall bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of such share certificates):


 


“THE SECURITIES EVIDENCED
BY THIS CERTIFICATE ARE GOVEREND BY THAT CERTAIN SHARE PURCHASE AGREEMENT DATED DECEMBER 6, 2019 (THE “PURCHASE AGREEMENT”)
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN
THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. MOREOVER, NONE
OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO DECEMBER 5, 2020;
COMMENCING ON DECEMBER 6, 2020, AND CONTINUING ON EACH ANNIVERSARY THEREOF, TWENTY PERCENT (20%) OF THE INITIALLY ISSUED NUMBER
OF SHARES SHALL BE RELEASED FROM SUCH LOCK-UP AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.”


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if, unless
otherwise required by state securities laws, (i) such Shares are registered for resale under the 1933 Act or (ii) in connection
with a sale, assignment or other transfer, such holder provides the Company with a legal opinion reasonably acceptable to the Company,
to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements
of the 1933 Act.


 






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(i) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and shall constitute
the legal, valid and binding obligations of the Buyer enforceable against the 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.


 


(j) No
Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of the 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 the
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 the 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 the Buyer to perform its obligations hereunder.


 


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


 


(l) Certain
Trading Activities. Other than with respect to the transactions contemplated herein, since the time that the Buyer was first
contacted by or contacted the Company or any other Person regarding the investment in the Company set forth herein, neither the
Buyer nor any Affiliate of the Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion
relating to the Buyer’s investments or trading or information concerning the Buyer’s investments and (z) is subject
to the 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
the Buyer or Trading Affiliate, (i) effected or agreed to effect any purchase or sale of the Shares, (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.


 


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


 






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3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to the Buyer 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 Shares 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 Shares 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.


 


(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): (i) the filing with the SEC of one or more proxy statements to seek
Shareholder Approval of the issuance of the Shares to the Buyer, (ii) the filing of such forms with the Principal Market as
may be required to be filed reflecting the issuance of the Shares to the Buyer, which shall be done pursuant to the rules of
the Principal Market, (iii) the filing with the SEC of Form D, and (v) the Shareholder Approval. 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.


 






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(e) Acknowledgment
Regarding Buyer’s Purchase of Shares. The Company acknowledges and agrees that the 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 Shares.


 


(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 Shares under the 1933 Act or cause this offering of the Shares to be integrated with
prior offerings by the Company for purposes of the 1933 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 Shares under
the 1933 Act or cause the offering of the Shares to be integrated with other offerings.


 


(h) Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Common Shares (40,000,000
Class A Shares and 10,000,000 Class B Shares), of which as of the date hereof, 16,269,577 Class A and 0 Class B Common Shares are
issued and outstanding. 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 Buyer 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.


 




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4. COVENANTS.


 


(a) 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 5 and 6 of this Agreement.


 


(b) Form
D. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D. The Company shall,
also take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify
the Shares for sale to the Buyer at the Closing pursuant to this Agreement under applicable securities laws of the United States
(or to obtain an exemption from such qualification). The Company shall make all filings and reports relating to the offer and sale
of the Shares required under applicable securities laws of the United States following the Closing Date.


 


(c) Limitation
on Trading. The Buyer agrees for itself and its Trading Affiliates that neither it nor its Trading Affiliates will conduct
any activities in the Trading Market with respect to the Shares, including purchases, sales, or the securing of shares to borrow,
for a period commencing on the Closing Date and ending at the close of trading on the Trading Market on the one (1) year anniversary
of the Closing Date (or the next Trading Day, if such date is not a Trading Day).


 


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


 


The obligation of the
Company hereunder to issue and sell the Shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, 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 the Buyer with prior written notice thereof:


 


(i) The
Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) The
Buyer shall have delivered to the Company the Purchase Price for the Shares being purchased by the 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 the 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 Date 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 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 the Buyer at or prior to the Closing Date.


 






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6. CONDITIONS
TO THE BUYER’S OBLIGATION TO PURCHASE.


 


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


 


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


 


(ii) 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 Date 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 Date.


 


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


 


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


 


7. MISCELLANEOUS.


 


(a) Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the Commonwealth of Virginia, without giving effect to any choice of law or
conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the Commonwealth of Virginia. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Richmond, 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.


 


(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.


 




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(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 supersede all other prior oral or written agreements
between the Buyer, 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:


 


Hebron Technology Co., Ltd.

No. 936, Jinhai 2nd Road, Konggang New Area

Longwan District

Wenzhou City, Zhejiang Province

People’s Republic of China

Attention:Anyuan Sun, Chief Executive Officer


 


Copy (for informational purposes only) to:


 


Kaufman & Canoles, P.C.


Two James Center, 14th Floor


1021 East Cary Street


Richmond, Virginia 23219


Telephone: (804) 771-5700


Facsimile: (804) 771-5777


Attention: Anthony W. Basch, Esq.


 






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If to a Buyer, to its address and
facsimile number set forth on the Schedule of Buyers, with copies to the 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 the Schedule of Buyers) 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 7(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 Buyer contained in Sections 2 and 3 and the agreements and covenants
set forth in Sections 4, 5 and 6 shall survive for one (1) year following the Closing and the delivery and exercise of Shares,
as applicable.


 


(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]


 




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IN WITNESS WHEREOF,
the 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:

	 	 
	 	Hebron Technology Co., Ltd.
	 	 
	 	By:	 
	 	Name: 	Anyuan Sun
	 	Its:	Chief Executive Officer
	 	 
	 	By: 	 
	 	Name: 	Changjuan Liang
	 	Its:	Chief Financial Officer







 




     


     


    

 


IN WITNESS WHEREOF,
the 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: 

	 	 
	 	Jupiter Trading Co., Ltd (BVI)
	 	 
	 	By:	 
	 	Name:	Du Xuezhen
	 	Its:	Director







  




     


     


    

 


IN WITNESS WHEREOF,
the 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: 

	 	 
	 	Loong Fang Trading Co., Ltd (BVI)
	 	 
	 	By:	 
	 	Name: 	Jiang Shan
	 	Its:	Director