Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”) is dated as of July ______, 2022 by and among Tengjun Biotechnology Corp., a Nevada
company (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature
page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation
S (“Regulation S”) as promulgated under the Securities Act;


 


WHEREAS, the
Company is offering (the “Offering”) up to 20,000,000 shares of its common stock, par value $0.001 per share (the “Common
Stock”), at a price of $0.10 per share to the Purchasers listed in Exhibit B, each of whom severally but not jointly
enters into this Agreement and makes representations and warranties hereunder;


 


WHEREAS,
each Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose
of investment;


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


ARTICLE I


 


Purchase and Sale of the
Shares


 


Section 1.1 Purchase Price and Closing.


 


(a)   Subject
to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance
upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.10 per
share payable in the legal currency of the United States or China based on the currency exchange ratio set forth on the signature page,
such number of shares of common stock (each a “Share” and collectively the “Shares”) for an aggregate
price of listed on the signature page hereto (the “Purchase Price”).


 


(b)   Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the offices of Sichenzia Ross Ference LLP, on the date of the occurrence of completion of and receipt by the Company
of the Purchase Price (the “Closing Date”).


 






     


     


    

 


(c)   Subject
to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the Purchaser (i)
a statement report issued by its transfer agent or stock certificate(s) evidencing such number of Shares issued to the Purchaser, and
(ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered
its Purchase Price by wire transfer pursuant to the wire information contained in Exhibit C to this Agreement.


 


(d)   The
Company may conduct the Closing on a rolling basis and the Offering shall commence from July 15, 2022 and terminate on August 15, 2022
unless the Company extends such offering period at its sole discretion.


 


ARTICLE II


 


Representations and Warranties


 


Section 2.1 Representations
and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,
its Subsidiaries (the “Subsidiaries”), as of the date hereof (except as set forth on the Schedule of Exceptions attached
hereto with each numbered Schedule corresponding to the section number herein), as follows:


 


(a)   Organization,
Good Standing and Power. The Company is a corporation duly incorporated or otherwise organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite corporate power
to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.


 


(b)   Corporate
Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary corporate action, and no further consent or authorization of the Company or stockholders is required. This
Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.


 


(c)   Issuance
of Shares. The Shares to be issued at the Closing shall have been duly authorized by all necessary corporate action and when paid
for and issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable.


 


(d)   Commission
Documents. Except as set forth in Schedule 2.1 (e), the Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) within the past
two (2) years, including filings incorporated by reference therein (the “Commission Documents”). The Company has not
provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation,
was required to have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions contemplated
by this Agreement. At the time of the respective filings, each Commission Document complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents.


 






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(e)   No
Integration. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.2, neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any securities
or solicited any offers to buy any securities, under circumstances that would cause this Offering of the Shares to be integrated with
prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under
the Securities Act, or (ii) any applicable shareholder approval provisions of any trading market on which any of the securities of the
Company are listed or designated.


 


Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof:


 


(a)   No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby and thereby or relating hereto do not and will not 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 or obligation to which such Purchaser is a party or by which its properties or assets are bound,
or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate,
have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.


 


(b)   Status
of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations
and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer under
Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.


 


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


 


(d)   Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Shares.


 






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(e)   Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.


 


(f) General
Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


 


(g) Access to Information. Such
Purchaser acknowledges that it has had the opportunity to review the transaction documents (including this Agreement, all exhibits and
schedules thereto) and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment.


 


ARTICLE III


OTHER
AGREEMENTS OF THE PARTIES


 


Section
3.1 Transfer Restrictions. 


 


		(a)	The Shares may only be disposed of in compliance with state and federal securities laws.



 


		(b)	The Purchasers agree to the imprinting, so long as is required by this Section 3.1, of a legend on any
of the Shares in form substantially the same as the following:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH  THE PROVISIONS OF REGULATION
S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH  CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”


 






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(c) The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged
or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no
legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice
shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.


 


(d) Each Purchaser, severally
and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if
Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend the applicable Shares as set forth in this Section 3.1 is predicated upon
the Company’s reliance upon this understanding.


 


ARTICLE IV


 


Miscellaneous


 


Section 4.1 Fees and Expenses. Except as otherwise
set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any,
and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


Section 4.2 Entire Agreement; Amendment. This Agreement
contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically
set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty, covenant or undertaking with respect
to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged
herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser,
and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver
is sought.


 






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Section 4.3 Notices. All notices, demands, consents,
requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement
or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the
intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii)
if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt
of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such
delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced
by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed address of which no notice was given or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the
notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers as applicable:


 


If to the Company:


 


Tengjun Biotechnology Corp.


Address: East Jinze Road and South Huimin Road, Food Industry Economic
and Technology


Development District,Jinxiang County, Jining City,
Shandong Province, China


Attn: Xianchang Ma (Chief Executive Officer)


Email: 1123133788@qq.com


 


with copies (which shall not constitute notice) to:


 


Sichenzia Ross Ference LLP


Address: 1185 Avenue of the
Americas, 31st Floor


Attn: Huan Lou, Esq.


Email: hlou@SRF.law


 


If to Purchaser:


 


The address listed on Exhibit B.


 


Any party hereto may from time
to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.


 


Section 4.4
Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


 


Section 4.5 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may
assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or
substantially all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser,
after notice duly given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the
obligations of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred
securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and
be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 






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Section 4.6
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without
giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.


 


Section 4.7
Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and
the Closing hereunder for a period of three (3) years following the Closing Date.


 


Section 4.8
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.


 


Section 4.9
Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine
that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part
of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision,
or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum
extent possible.


 


Section 4.10
Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each
Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.


 


Section 4.11
Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.


 


Section 4.12
Language. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between the English
and Chinese language, English language prevails.


 


[Remainder of Page Intentionally
Left Blank; Signature Pages Follow]








 


[Signature
Page of the Company]


 


 






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


 


	The Company:
	 
	Tengjun Biotechnology Corp.	 
	 	 
	By:	           	 
	Name: 	 Xianchang Ma	 
	Title:	 Chief Executive Officer	 



 


[Signature Page of the Purchaser]

 






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IN WITNESS WHEREOF, the Purchaser has
caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.


 


The Purchaser:


 





	By:	                  	 


Name:


 


	Number of Shares
    Purchase:	 	 






	Total Purchase Price: ($)  	 	 






	Purchase Price Per Share: $0.10	 






	Currency exchange ratio used for the purposes of this Agreement: 1 USD= 6.80 RMB 



 


Address and Contacts of Purchaser:


 


Telephone:


Email:


 









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EXHIBIT A 


 


NON U.S. PERSON REPRESENTATIONS


 


The Purchaser indicating that it is not a U.S. person,
severally and not jointly, further represents and warrants to the Company as follows:


 


		1.	At the time of (a) the offer by the Company and (b) the acceptance of the offer
by such person or entity, of the Shares, such person or entity was outside the United States.



 


		2.	Such person or entity is acquiring the Shares for such Shareholder’s own
account, for investment and not for distribution or resale to others and is not purchasing the Shares for the account or benefit of any
U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.



 


		3.	Such person or entity will make all subsequent offers and sales of the Shares either
(x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant
to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Shares to
any U.S. person or within the United
States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities
Act.






 


		4.	Such person or entity has no present plan or intention to sell the Shares in the
United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting
as a Distributor of such securities.



 


		5.	Neither such person or entity, its Affiliates nor any Person acting on behalf of
such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other
similar instrument or position in the U.S. with respect to the Shares at any time after the Closing Date through the Distribution
Compliance Period except in compliance with the Securities Act.






 


		6.	Such person or entity consents to the placement of a legend on any certificate
or other document evidencing the Shares.



 


		7.	Such person or entity is not acquiring the Shares in a transaction (or an element
of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.



 


		8.	Such person or entity has sufficient knowledge and experience in finance, securities,
investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions
contemplated by this Agreement.



 


		9.	Such person or entity has consulted, to the extent that it has deemed necessary,
with its tax, legal, accounting and financial advisors concerning its investment in the Shares.



 






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		10.	Such person or entity understands the various risks of an investment in the Shares
and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment
in the Shares.



 


		11.	Such person or entity has had access to the Company’s publicly filed reports
with the SEC and has been furnished during the course of the transactions contemplated by this Agreement with all other public information
regarding the Company that such person or entity has requested and all such public information is sufficient for such person or entity
to evaluate the risks of investing in the Shares.



 


		12.	Such person or entity has been afforded the opportunity to ask questions of and
receive answers concerning the Company and the terms and conditions of the issuance of the Shares.
	 	 	 
		13.	Such person or entity is not relying on any representations and warranties concerning
the Company made by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement.



 


		14.	Such person or entity will not sell or otherwise transfer the Shares unless either
(A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is
available.



 


		15.	Such person or entity represents that the address furnished on its signature page
to this Agreement is the principal residence if he is an individual or its principal business address if it is a corporation or other
entity.



 


		16.	Such person or entity understands and acknowledges that the Shares have not been
recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the
accuracy or determined the adequacy of any information concerning the Company that has been supplied to such person or entity and that
any representation to the contrary is a criminal offense.



 






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EXHIBIT B


LIST OF PURCHASERS


 





	
    No.
	 	
    Shares
	 	
    Name
	 	
    Address (in China)

	1	 	 	 	 	 	 
	2	 	 	 	 	 	 
	 	 	Total:	 	 


 






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EXHIBIT C


Wire instruction


 


 





 


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