Exhibit 10.1


 


AMENDMENT AGREEMENT


 


This Amendment Agreement (the
 “Agreement”), dated as of April 14, 2021, is entered into by and between China Xiangtai Food Co. Ltd., a Cayman
Islands exempted company (the “Company”), and YA II PN, Ltd. (the “Buyer”), and amends (i) a
convertible debenture issued by the Company to the Buyer on June 19, 2020 (the “Fourth Debenture”), (ii) a
convertible debenture issued by the Company to the Buyer on July 17, 2020 (the “Fifth Debenture”), (iii) a
convertible debenture issued by the Company to the Buyer on August 14, 2020 (the “Sixth Debenture”), and (iv) a
convertible debenture issued by the Company to the Buyer on November 13, 2020 (the “Seventh Debenture” and collectively
along with the Third, Fourth, and Fifth Debenture, the “Convertible Debentures”), each issued pursuant to a Securities
Purchase Agreement entered into between the Company and the Buyer on June 19, 2020 and as amended (the “Securities Purchase
Agreement”).


 


BACKGROUND


 


		(A)	As of the date hereof, $700,000 of principal, plus accrued and unpaid interest thereon, remains outstanding
on the Fourth Debenture.



 


		(B)	As of the date hereof, $700,000 of principal, plus accrued and unpaid interest thereon, remains outstanding
on the Fifth Debenture.



 


		(C)	As of the date hereof, $300,000 of principal, plus accrued and unpaid interest thereon, remains outstanding
on the Sixth Debenture.



 


		(D)	As of the date hereof, $300,000 of principal, plus accrued and unpaid interest thereon, remains outstanding
on the Seventh Debenture.



 


		(E)	The Convertible Debentures are convertible into shares of Common Stock pursuant to their terms subject
to a floor price of $2.50 per share.



 


		(F)	Pursuant to clause 1(c) of the Convertible Debentures the Company shall make monthly payments if
the daily VWAP is less than the floor price for a period of ten (10) consecutive Trading Days.



 


		(G)	The parties desire to reduce the floor price with respect to a portion of the Convertible Debentures and
extend the time before monthly payments may be required under the Convertible Debentures pursuant to the terms and conditions set forth
herein.



 


NOW,
THEREFORE, in consideration of the foregoing recitals and representations, warranties and covenants herein set forth, the parties
hereto agree as follows:


 


1.            Definitions
and interpretation


 


1.1            Capitalized
terms not otherwise defined herein shall have the meanings set forth in the Convertible Debentures, as applicable.


 






    


     


    

 


2.            Amendments
to the Convertible Debentures


 


The parties hereto agree that
the Convertible Debentures shall be amended as set out below without the need to issue amended and restated certificates of such convertible
debentures.


 


2.1            Amendment
of Fourth Debenture. The definition of “Floor Price” in section 13(j) of the Fourth Debenture shall be deleted and
replaced with the following:


 


13(j)        “Floor
Price” means $0.80 per share.


 


2.2            Deferral
of Monthly Payments on the Fourth Debenture. The Buyer hereby agrees that the the monthly cash amortization payments that otherwise
would be due by the Company pursuant to Section 1(c) of the Fourth Convertible Debenture shall no longer apply and all amount
of principal and accrued interest that remaining outstanding shall be due and payable on the maturity date of the Fourth Debenture, which
is June 19, 2021.


 


2.3            Deferral
of Monthly Payments on the Convertible Debentures. The Buyer hereby agrees to defer the start of the monthly cash amortization payments
that otherwise would be due by the Company pursuant to Section 1(c) of the remaining Convertible Debentures until June 30,
2021. On such date, provided that the obligation to make amortization payments has not ceased pursuant to the term of Section 1(c) of
the Convertible Debentures, the Company shall begin making monthly amortization payments as determined by the terms thereof.


 


2.4            Waiver
of Limitation. The parties hereby agree that the conversion limitation set forth in section 3(c)(ii) of the Fourth Debentures
relating to conversions using the Variable Conversion Price shall no longer apply.


 


3.            Representations
and warranties


 


		3.1	Each party to this Agreement represents and warrants to the other as of the date of this Agreement that:



 


(a)            it
has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement;


 


(b)            it
has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and no further action
is required by it, its Board of Directors or managers or its stockholders or members in connection therewith; and


 


(c)            the
obligations assumed by it in this Agreement are legal, valid, and enforceable obligations binding on it in accordance with its terms.


 


3.2            The
Company represents and warrants to the Buyer that any additional shares that may be issued as a result of this Agreement and the amendments
to the Debentures have been duly authorized and, when issued in accordance with the terms of the respective convertible Debentures, shall
be validly issued and duly authorized.


 






    


     


    

 


4.            Counterparts
and delivery


 


This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


5.            Governing
law


 


This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan 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 improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.


 


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IN
WITNESS WHEREOF, the Company and the Holder have caused this Supplement and Amendment Agreement to be signed by their duly
authorized officers.


 


	 	CHINA XIANGTAI FOOD CO., LTD.
	 	 
	 	By:	/s/ Zeshu Dai
	 	 	Name:	Zeshu Dai
	 	 	Title:	CEO




 


 


	 	YA II PN, LTD. 
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 
	 	 	By:	Yorkville Advisors Global II LLC
	 	 	Its:	General Partner
	 	 
	 	 	By:	/s/ Matt Beckman
	 	 	Name:	Matt Beckman
	 	 	Title:	Member