Exhibit 10.1


 


SHARE PURCHASE AGREEMENT





 


This Share Purchase
Agreement (this “Agreement”), dated as of June 30, 2020, is entered into among Code Chain New Continent Limited,
a Nevada corporation (“Seller”), Jiazhen Li (“Buyers”), and Long Liao and Chunyong Zheng
(“Payees”). Capitalized terms used in this Agreement have the meanings given to such terms herein.


 


RECITALS


 


WHEREAS, Seller
owns all of the issued and outstanding ordinary shares, (the “Sunlong Shares”), in China Sunlong Environmental
Technology Inc., a Cayman Islands company and a subsidiary of Seller (the “Company”); and


 


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


 


WHEREAS, the
Payees have a prior relationship with the Buyers and have agreed to be responsible for the payment of the purchase price of the
Sunlong Shares on behalf of Buyer, subject to the terms and conditions set forth herein;


 


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


 


ARTICLE I

Purchase and sale


 


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


 


Section
1.02Purchase Price.
The aggregate purchase price for the Sunlong Shares shall be $1,732,114 (the “Purchase Price”),
payable in consideration of cancellation of 1,012,932 shares of the Seller owned by the Payees (the “CCNC Shares”).
The CCNC Shares shall be valued at $1.71 per share, based on the closing price of the Seller’s common stock on June 30, 2020.
Seller and Payees shall cause the CCNC Shares to be cancelled at the Closing.


 


Section
1.03The Buyer shall be a third party beneficiary to the agreement and shall have the
right to enforce such agreement directly to the extent it may deem such enforcement necessary or advisable to protect its rights.


 


ARTICLE II

CLOSING


 


Section
2.01Closing. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date mutually
agreed by the parties within 30 days after the date of this Agreement (the “Closing Date”). 


 




    


     


    

 


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


 


(a) Share
certificates evidencing the Sunlong Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock
powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto.


 


(b) Copies
of all resolutions of the board of directors and the shareholders of Seller authorizing the execution, delivery, and performance
of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement
or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation
of the transactions contemplated hereby and thereby;


 


(c) Resignations
of the directors and officers of the Company, if applicable, effective as of the Closing Date.


 


Section
2.03Buyer Closing Deliverables.
At the Closing, Buyer shall deliver to Seller the following:


 


(a) Irrevocable
stock powers signed by each of the Payees addressed to the Seller’s transfer agent with respect to the cancellation of the
CCNC Shares.


 


(b) Confirmation
from Seller’s transfer agent with respect to the cancellation of the CCNC Shares.


 


ARTICLE III

Representations and warranties of seller


 


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


 


Section
3.01Organization and Authority of Seller. Seller
is a corporation duly organized, validly existing, and in good standing under the Laws (as defined in Section 3.05) of the state
of Nevada. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which
Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party,
the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each Transaction
Document to which Seller is a party constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance
with their respective terms.


 


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


 




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Section
3.03No Conflicts or Consents. The execution,
delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate
of incorporation, by-laws, or other governing documents of Seller or the Company; (b) violate or conflict with any provision of
any statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively,
“Law”) or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with
any Governmental Authority (“Governmental Order”) applicable to Seller or the Company; (c) require the consent,
notice, or filing with or other action by any Person or require any Permit, license, or Governmental Order; (d) violate or conflict
with, result in the acceleration of, or create in any party the right to accelerate, terminate, or modify any contract, lease,
deed, mortgage, license, instrument, note, indenture, joint venture, or any other agreement, commitment, or legally binding arrangement,
whether written or oral (collectively, “Contracts”), to which Seller or the Company is a party or by which Seller
or the Company is bound or to which any of their respective properties and assets are subject; or (e) result in the creation or
imposition of any Encumbrance on any properties or assets of the Company. 


 


ARTICLE IV

Representations and warranties of buyer


 


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


 


Section
4.01Authorization; Binding Agreement. The Purchaser has all requisite corporate power
and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have
been duly and validly authorized and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, are
necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This
Agreement has been, and shall be when delivered, duly and validly executed and delivered by the Purchaser, assuming the due authorization,
execution and delivery of this Agreement by the other parties hereto, and constitutes, or when delivered shall constitute, the
valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent
that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws
of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation
or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific
performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability
Exceptions”)


 




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Section
4.02Governmental Approvals. No Consent of or with any Governmental Authority, on the
part of the Purchaser is required to be obtained or made in connection with the execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby, other than (a) such filings as may be required in any jurisdiction
in which such Party is qualified or authorized to do business as a foreign corporation in order to maintain such qualification
or authorization, (b) such filings as contemplated by this Agreement, (c) any filings required with NASDAQ with respect to the
transactions contemplated by this Agreement, or (d) applicable requirements, if any, of the Securities Act of 1933, as amended
(the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and/ or any state “blue sky” securities laws, and the rules and regulations thereunder.


 


Section
4.03Non-Contravention. The execution and delivery by the Purchaser of this Agreement
and the consummation of the transactions contemplated hereby, and compliance with any of the provisions hereof, will not (a) conflict
with or violate any provision of the Organizational Documents of such Party (if any), (b) conflict with or violate any Law,
Order or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a
breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,
(iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required
by such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments
or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of such Party under,
(viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person
the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate
the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms,
conditions or provisions of, any material contract of such Party.


 


ARTICLE V

Miscellaneous


 


Section
5.01Interpretation; Headings. This Agreement
shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect
the interpretation of this Agreement.


 


Section
5.02Severability. If any term or provision of
this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall
not affect any other term or provision of this Agreement.


 


Section
5.03Entire Agreement. This Agreement and the
other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and
oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement
and those in the other Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception expressly set
forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.


 


Section
5.04Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither
party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.


 




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Section
5.05Amendment and Modification;
Waiver. This Agreement may only be amended,
modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions
hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or
delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single
or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any
other right or remedy.


 


Section
5.06Governing Law; Submission to Jurisdiction. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect
to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit,
action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions
contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State
of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, proceeding, or dispute.


 


Section
5.07Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.


 


[signature page
follows]


 




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





 


	 	Code Chain New Continent Limited
	 	 	 
	 	By	/s/ Yimin Jin
	 	Yimin Jin
	 	Chief Executive Officer
	 	 	 
	 	Buyer
	 	 	 
	 	/s/ Jiazhen Li
	 	Jiazhen Li
	 	 	 
	 	Payees
	 	 
	 	/s/ Long Liao
	 	Long Liao
	 	 
	 	/s/ Chunyong Zheng
	 	Chunyong Zheng


 


 


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