Exhibit 10.9


 


THE
PREFERRED SHARES BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THE PREFERRED SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT.
INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION. 


 


THE
OFFERING IS BEING MADE SOLELY TO FOREIGN RESIDENTS UNDER REGULATION S. THE PREFERRED SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION AND WILL ONLY BE OFFERED AND SOLD IN RELIANCE ON AVAILABLE
EXEMPTIONS THEREFROM.


 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, OR EQUIVALENT AUTHORITIES OF ANY OTHER JURISDICTION NOR HAVE ANY SUCH AUTHORITIES PASSED UPON, CONFIRMED, OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.


 


CN
ENERGY GROUP. INC.


SHARE
PURCHASE AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 3, 2020 by and between CN ENERGY GROUP.
INC., a British Virgin Islands company (the “Company”), and [Name of Purchaser] (the “Purchaser”).


 


W
I T N E S S E T H:


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Regulation S promulgated under the Securities
Act, the Company desires to issue and sell to the Purchaser, and the Purchaser, severally and not jointly with other purchasers,
desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW,
THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and Purchaser agree as follows:


 


		1.	PURCHASE
                                         AND SALE OF CONVERTIBLE PREFERRED SHARES 



 


1.1           Purchase
and Sale of Convertible Preferred Shares. Subject to the terms and conditions set forth herein and the Amended and Restated
Memorandum and Articles of Association, a form of which is attached hereto as Annex A (the “Memorandum and Articles”),
the Company is offering (the “Offering”) to the Purchaser the number of Convertible Preferred Shares of the
Company, no par value (the “Preferred Shares”), set forth on the signature page herein at a price of $3.6 per
Preferred Share (collectively, the “Purchase Price”) up to $1,800,000 (the “Offering Amount”),
payable in Renminbi equivalent, determined using the spot buying rate of exchange published by the People’s Bank of China
on the date of payment, to the Company through its wholly owned subsidiary, Hangzhou Forasen Technology Co., Ltd. (also referred
to as杭州富来森科技有限公司 in Chinese), a company with limited
liability organized under the laws of the People’s Republic of China.


 


1.2           Closing.
The closing of the transactions contemplated hereby shall take place on a rolling close basis. There is no minimum offering
and therefore the Company can effect a closing on any amount received pursuant hereto. The offering period shall commence on
or about , 2020 and remain open until the Company receives the Offering Amount (the “Final Closing Date”),
or at such other location, date, and time, as may be agreed upon between Purchaser and the Company, or by facsimile or other
electronic means (such closing being called the “Closing” and such date and time being called the
 “Closing Date”). At the time of the Closing, each Purchaser shall have delivered its Purchase Price to the
Company.


 









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(a)       The
Purchaser shall pay all of the Purchase Price by wire or ACH authorization to the Company.


 


(b)       After
each Closing, the Company shall deliver to the Purchaser its certificate(s) representing its purchase.


 


(c)       The
Company shall instruct its registered agent to file the Memorandum and Articles with the Registrar of Corporate Affairs in the
British Virgin Islands immediately prior to the initial Closing.


 


		2.	REPRESENTATIONS
                                         AND WARRANTIES OF THE COMPANY



 


The
Company represents and warrants to Purchaser that:


 


2.1           The
Company is duly incorporated in British Virgin Islands and is validly existing and in good standing under the laws of the British
Virgin Islands. The Company and each Subsidiary, if any, is not in violation of any of the provisions of its memorandum and articles
of association, as amended, or other organizational or charter documents, each as may be amended (the “Internal Documents”).
The Company is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction
where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure
to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition
(financial or otherwise), properties, or prospects of the Company. “Subsidiary” shall mean any corporation
or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any
equity or other ownership interest or otherwise controls through contract or otherwise.


 


2.2           The
Company has all power and authority to: (i) conduct its business as presently conducted and as proposed to be conducted as described
herein; (ii) enter into and perform its obligations under this Agreement; and (iii) issue, sell, and deliver the Preferred Shares.
The execution and delivery of this Agreement and the issuance, sale, and delivery of the Preferred Shares has been duly authorized
by all necessary corporate action. Once executed and delivered, this Agreement will constitute, valid and binding obligations
of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential
transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to
provide indemnification and contribution remedies under the securities laws and subject to the limitations imposed by general
equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


2.3           The
Preferred Shares will be duly and validly issued, fully paid, and non-assessable, and free from all taxes or liens with respect
to the issue thereof and shall not be subject to preemptive rights, rights of first refusal, and/or other similar rights of shareholders
of the Company and/or any other person. The relative rights, privileges, and preferences of the Preferred Shares will be as stated
in the Memorandum and Articles.


 


2.4           No
action, suit, or proceeding by or before any court or governmental agency, authority, or body or any arbitrator involving
the Company and/or its Subsidiaries or its property is pending or, to the best knowledge of the Company, threatened that (i)
could reasonably be expected to have a material adverse effect on the performance of this Agreement by the Company or the
consummation of any of the transactions contemplated hereby or thereby, and/or (ii) could reasonably be expected to have a
material adverse effect on the Company’s operations.


 






    2


     


    

 


2.5           Each
of the Company and its Subsidiaries is not in (i) violation or default of any provision of its Internal Documents; (ii) default
or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement,
or other agreement, obligation, condition, covenant, or instrument to which it is a party or bound or to which its property is
subject; and/or (iii) default or material violation of any statute, law, rule, regulation, judgment, order, or decree applicable
to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having
jurisdiction over the Company or any of its properties, as applicable.


 


2.6           Assuming
the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities
Act of the Preferred Shares or the underlying ordinary shares into which the Preferred Shares are convertible are required for
the offer and sale of the Preferred Shares to the Purchaser in the manner contemplated herein.


 


2.7           Each
of the execution and delivery of this Agreement and the filing of the Memorandum and Articles by the Company with the Registrar
of Corporate Affairs in the British Virgin Islands does not, and the consummation of the transactions contemplated hereby will
not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give
rise to a right of termination, cancellation, or acceleration of any obligation or to a loss of a material benefit under any provision
of any mortgage, indenture, lease, or other agreement or instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule, or regulation applicable to the Company or its Subsidiaries’ properties or assets.
Neither the execution and delivery of this Agreement by the Company and the filing of the Memorandum and Articles by the Company
with the Registrar of Corporate Affairs in the British Virgin Islands, nor the consummation of the transaction contemplated hereby,
will result in the imposition of any security interest upon the Preferred Shares.


 


2.8           Securities
Compliance and Restricted Shares. All Preferred Shares and the underlying ordinary shares into which it is convertible are
restricted securities as defined in Rule 144 promulgated under the Securities Act.


 


2.9           No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Preferred
Shares by any form of general solicitation or general advertising. The Company has offered the Preferred Shares for sale only
to Non-U.S. Persons pursuant to Regulation S.


 


2.10         Certain
Fees. No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with respect
to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection
with the transactions contemplated by this Agreement.


 


2.11         Registration
Rights. No person has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company or any Subsidiaries.


 


2.12         No
Bad Actors. To the knowledge of the Company, none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, or other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event.


 






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		3.	REPRESENTATIONS
                                         AND WARRANTIES OF PURCHASER



 


Purchaser
hereby represents and warrants to the Company as follows:


 


3.1           Organization.
Such Purchaser is either an individual or an entity, corporate, partnership, or limited liability company, duly incorporated or
formed, validly existing and in good standing under the laws of the jurisdiction of its incorporated or formed with full right,
or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.


 


3.2           Authority.
The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the Preferred Shares
being sold to it hereunder. The execution, delivery, and performance of this Agreement by such Purchaser and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership, or
limited liability company action, and no further consent or authorization of such Purchaser or its board of directors, stockholders,
partners, members, or managers, as the case may be, is required. This Agreement has been duly authorized, executed, and delivered
by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser
enforceable against such Purchaser in accordance with the terms hereof.


 


3.3           Purchase
Entirely for Own Account. This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company,
which by Purchaser’s execution of this Agreement, Purchaser hereby confirms that the Preferred Shares to be acquired by
Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not presently
have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person
or to any third person, with respect to any of the Preferred Shares.


 


3.4           Purchaser
Status. At the time Purchaser was offered the Securities, it was, and as of the date hereof it is a “non U.S. Person”
as defined under Regulation S of the Securities Act. The Purchaser shall review and complete the certification of non-U.S. Person
set forth under Exhibit A hereof. The Purchaser is not a registered broker dealer registered under Section 15(a) of the
Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged
in the business of being a broker dealer. Except as otherwise disclosed in writing to the Company on or prior to the date of this
Agreement, the Purchaser is not affiliated with any broker dealer registered under Section 15(a) of the 1934 Act, or a member
of FINRA or an entity engaged in the business of being a broker dealer.


 


3.5           Experience
of Purchaser. 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
Preferred Shares, and has so evaluated the merits and risks of such investment.


 


3.6           Ability
to Bear Risk. Purchaser understands and agrees that purchase of the Preferred Shares is a high-risk investment and Purchaser
is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a
risk of total loss of such investment. Purchaser must bear the substantial economic risks of the investment in the Preferred Shares
indefinitely because none of the Preferred Shares, or the ordinary shares into which it may be converted, may be sold, hypothecated,
or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption
from such registration(s) are available. The Purchaser represents that it is able to bear the economic risk of an investment in
the Preferred Shares and is able to afford a complete loss of such investment.


 


3.7           Disclosure
of Information. Purchaser has been given access to full and complete information regarding the Company and has utilized
such access to Purchaser’s satisfaction for the purpose of obtaining such information regarding the Company as
Purchaser has reasonably requested. In particular, Purchaser has been given a reasonable opportunity to review such documents
as Purchaser has requested and to ask questions of, and to receive answers from, representatives of the Company concerning
the terms and conditions of the Preferred Shares and the business and affairs of the Company and to obtain any additional
information concerning the Company’s business to the extent reasonably available so as to understand more fully the
nature of this investment and to verify the accuracy of the information supplied. The Purchaser is satisfied that it has
received adequate information with respect to all matters which he/she/it considers material to its decision to make this
investment.


 






    4


     


    

 


3.8           No
other documents. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation
or other information (oral or written) other than as stated in this Agreement or the Memorandum and Articles.


 


3.9           Use
of Purchase Price. Purchaser understands, acknowledges and agrees that management of the Company shall have sole and absolute
discretion concerning the use of the Purchase Price as well as the timing of its expenditures.


 


3.10         Restricted
Securities. Purchaser understands that the Preferred Shares have not been, and will not be, registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein.
Purchaser understands that the Preferred Shares are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, Purchaser must hold the Preferred Shares indefinitely unless they are registered
with the U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and
qualification requirements is available. Except as otherwise provided herein, Purchaser acknowledges that the Company has no obligation
to register or qualify the Preferred Shares. Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Preferred Shares, and on requirements relating to the Company that are outside of Purchaser’s control, and
which the Company is under no obligation and may not be able to satisfy.


 


3.11         No
Public Market. Purchaser understands that no public market now exists for the Preferred Shares and that the Company has made
no assurances that a public market will ever exist for the Preferred Shares.


 


3.12         Legends.
Purchaser understands that the Securities may be notated with the following legend:


 


“IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
THE RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISK OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME.”


 


3.13         No
General Solicitation. The Purchaser is not purchasing the Preferred Shares as a result of any advertisement, article, notice,
or other communication regarding the Preferred Shares published in any newspaper, magazine, or similar media or broadcast over
television or radio or presented at any seminar or any other general solicitation or general advertisement.


 









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3.14         Exculpation
Among Purchasers. Purchaser acknowledges that it is not relying upon any person, other than the Company and its officers and
directors, in making its investment or decision to invest in the Company. Purchaser agrees that Purchaser is not liable to any
other purchasers participated in this Offering for any action heretofore taken or omitted to be taken by any of them in connection
with the purchase of the Preferred Shares.


 


3.15         Residence.
Purchaser is presently a bona fide resident of the state or country represented on the signature page hereof and has no present
intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National
Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable
number) set forth on the signature page hereof are Purchaser’s true and correct residential or business address and Social
Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference
Number (or other applicable number).


 


3.16         The
Purchaser has been independently advised as to the restrictions with respect to trading the Preferred Shares and with respect
to the resale restrictions imposed by applicable securities laws, confirms that no representation has been made to it by or on
behalf of the Company with respect thereto, acknowledges the risks relating to an investment therein and of the fact that it may
not be able to resell the Preferred Shares except in accordance with limited exemptions under applicable securities legislation
and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable
law, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions
are and the Purchaser is solely responsible (and neither the Company is not in any way responsible) for compliance with applicable
resale restrictions and the Purchaser is aware that it may not be able to resell the Preferred Shares except in accordance with
limited exemptions under applicable securities laws, and it agrees that any certificates representing the Preferred Shares may
bear a legend indicating that the resale of such securities is restricted.


 


3.17         The
Purchaser is aware that the Company is not a “reporting company” (as such term is used in the Securities Exchange
Act of 1934, as amended) in the U.S.


 


3.18         The
Purchaser is aware that the Company may complete additional financings, including project financing, in the future in order to
develop the business of the Company and to fund its ongoing development; there is no assurance that such financings or project
financings will be available and, if available, on reasonable terms; and failure to obtain sufficient additional funds by way
of debt or equity financings or through joint ventures will prevent the continued development of the business of the Company and
any such future financings may have a dilutive effect on current security holders, including the Purchaser.


 


3.19         The
Purchaser is solely responsible (and the Company is not responsible in any way) for compliance with all applicable holding periods
and resale restrictions under which the Preferred Shares are subject.


 


3.20         Confidential
Information. The Purchaser agrees that such Purchaser and its employees, agents, and representatives will keep confidential
and will not disclose, divulge, or use (other than for purposes of monitoring its investment in the Company) any confidential
information which such Purchaser may obtain from the Company pursuant to financial statements, reports, and other materials submitted
by the Company to such Purchaser pursuant to this Agreement, unless such information is (i) known to the public through no fault
of such Purchaser or his or its employees or representatives; (ii) becomes part of the public domain other than by a breach of
this Agreement; (iii) becomes known by the action of a third party not in breach of a duty of confidence; or (iv) is required
to be disclosed to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of
competent jurisdiction; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants, and
other professionals in connection with their representation of such Purchaser in connection with such Purchaser’s investment
in the Company, (ii) to any prospective permitted transferee of the Securities, or (iii) to any general partner or affiliate of
such Purchaser, so long as the prospective transferee agrees to be bound by the provisions of this Section 3.20.


 









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3.21         General.
Such Purchaser understands that the Preferred Shares are being offered and sold in reliance on a transactional exemption from
the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments, and understandings of such Purchaser set forth herein in order to determine
the applicability of such exemptions and the suitability of such Purchaser to acquire the Preferred Shares.


 


		4.	MISCELLANEOUS



 


4.1           Use
of Proceeds. The Company shall use the proceeds of the Offering to help finance the its initial public offering, including
related expenses, and for general and corporate expenses.


 


4.2           Fees
and Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses
of its advisers, 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.


 


4.3           Representations
and Warranties. The representations and warranties of the Company and Purchaser shall survive the Closing and delivery of
the Preferred Shares.


 


4.4           Indemnification.
Purchaser agrees to indemnify and hold harmless the Company and each director, officer, or agent thereof from and against any
and all losses, damages, liabilities, and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation
or warranty of the undersigned, whether contained in this Agreement or otherwise.


 


4.5           Waiver,
Amendment. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge, or termination
is sought.


 


4.6           Section
and Other Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.


 


4.7           Governing
Law; Consent to Jurisdiction. Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in The City of New York, Borough
of Manhattan for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such suit, action, or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each
of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding and to
the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit,
action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought
in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY
JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


4.8           Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the same agreement.


 






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4.9           Notices.
All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by
facsimile or electronic 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:


 


(a)       if
to Purchaser:


 


  The
address included on the signature page.


 


(b)       if
to The Company:


 


CN
Energy Group. Inc.


FPI
Center, Room A-901, No. 459 Qianmo Road


Binjiang
District, Hangzhou City, Zhejiang Province


The
People’s Republic of China


Email:
[***]


Attn:
Zhengyu Wang


 


With
a copy to (which shall not constitute notice):


 


	1450
        Broadway, 26th Fl.

        New York, New York 10018

        Telephone: +1 (212) 530-2206

        Facsimile: +1(212) 202-6380

        Email:
        [***]

	Attention:
    Ying Li, Esq.


 


4.10         Binding
Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective
heirs, legal representatives, permitted successors, and assigns.


 


4.11         Entire
Agreement. This Agreement (including the Exhibit hereto) constitute the full and entire understanding and agreement between
the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter
hereof existing between the parties are expressly canceled.


 


4.12         Severability.
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be
hereafter declared invalid, illegal, void, or unenforceable.


 


4.13         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree
to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


4.14         Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments thereto.


 









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4.15         Further
Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute
and deliver such further instruments, deeds, and documents as shall be reasonably required in order to fully perform and carry
out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective
obligations hereunder.


 


4.16         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 and thereof, nor
shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any
such right accruing to it thereafter.


 


4.17         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 and as otherwise
provided in this Agreement, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i) to a
third party acquiring all or substantially all of its Preferred Shares in a private transaction or (ii) to an affiliate, in each
case, without the prior written consent of the Company or the other purchasers participated in this Offering, 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.


 


4.18         Signature
Page. It is hereby agreed that the execution by the Purchaser of this Agreement, in the place set forth herein, will constitute
agreement to be bound by the terms and conditions hereof.


 


[Signature
pages follow]


 






    9


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Share Purchase Agreement as of the date first written above.





	 	 	 	 
	 	CN Energy Group. Inc.	 
	 	 	 	 
	 	By:	/s/Zhengyu Wang	 
	 	 	Name: Zhengyu Wang	 
	 	 	Title: Chief Executive Officer	 



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 






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CN
ENERGY GROUP. INC.


PURCHASER
SIGNATURE PAGE TO


SHARE
PURCHASE AGREEMENT


 


Purchaser
hereby elects to purchase [Number of Preferred Shares] Preferred Shares, at $3.6 per share, for an aggregate purchase price of
$[Purchase Price].


 


Date
(NOTE: To be completed by the Purchaser): April 3, 2020


 





 






If
the Purchaser is an INDIVIDUAL, and if purchased with a SPOUSE, or as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:





	 	 	 
	          [Name
    of Purchaser]	 	          [ID
    Card No. of Purchaser]
	          Print
    Name of PURCHASER	 	          ID#
    (Passport/Driver license) and SSN
	 	 	 
	          [Address
    of Purchaser]	 	          /s/[Name
    of Purchaser]
	          Address
    	 	          Signature
    of Purchaser
	 	 	 
	          [Address
of Purchaser] 	 	April 3, 2020
	          City,
State, Zip, Country	 	          Date
    
	 
	 	 	 
	          Print
Name of JOINT PURCHASER	 	          ID#
    (Passport/Driver license) and SSN
	 	 	 
	          Address
    	 	          Signature
    of Purchaser
	 	 	 
	          City,
State, Zip, Country	 	          Date
    
	 	 	 




 


 


If
the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:


	 	 
	Name
    of Partnership, Corporation,

 Federal Taxpayer Limited Liability

 Company or Trust	Identification
Number



 





	 	 
	Address	Signature

	 	 
	City,
    State, Zip, Country	Title
	 	 
	State
    of Organization	Date


 






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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 Preferred Shares, such person or entity was outside the United
                                         States.



 


		2.	Such
                                         person or entity is acquiring the Preferred Shares for such Shareholder’s own account,
                                         for investment and not for distribution or resale to others and is not purchasing the
                                         Preferred 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 Preferred 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 Preferred
                                         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 Preferred Shares in the
                                         United States or to a U.S. person at any predetermined time, has made no predetermined
                                         arrangements to sell the Preferred 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 Preferred 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 Preferred Shares substantially in the form set forth in Section 3.12.



 


		7.	Such
                                         person or entity is not acquiring the Preferred 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 Preferred
                                         Shares.



 


		10.	Such
                                         person or entity understands the various risks of an investment in the Preferred 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 Preferred Shares.



 


		11.	Such
person or entity has read the Agreement to which this Representation is attached and has been furnished during the course of the
transactions contemplated by this Agreement with all other information regarding the Company that such person or entity has requested
                                         and all such information is sufficient for such person or entity to evaluate the risks
                                         of investing in the Preferred Shares. 



 






    12


     


    

 





		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 Preferred
                                         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 Preferred 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 Preferred 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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Dated:
April 3, 2020





	 	 	 
	 	[Name of
    Purchaser]
	 	Print name
    of Purchaser
	 	 	 
	 	By:	/s/[Name of Purchaser]
	 	 	Signature 
	 	 	 
	 		Print name of Signatory
    (if different from Purchaser)
	 	 	 
	 	 	Title




 






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Schedule
of Material Differences


 


One
or more person signed a Share Purchase Agreement under this form. Pursuant to Instruction ii to Item 601 of Regulation S-K, the
Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements
differ from this form:


 


	No.	 	Name
    of 

Purchaser	 	Number
    of 

Preferred 

Shares	 	Purchase


    Price	 	ID
    Card No. of 

Purchaser	 	Address
    of 

Purchaser
	1.	 	Wei
    Lian	 	195,000	 	$702,000	 	[***]	 	[***]
	2.	 	Zhenyan
    Yu	 	305,000	 	$1,098,000	 	[***]	 	[***]


 






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