Settlement Agreement dated March 10, 2023, by and between Hexin Global Limited, Viner Total Investments Fund, Jinhe Capital Limited, St. Hudson Group LLC,, Imperii Strategies LLC, Isyled Technology Limited, and HSQYNM Family Inc., and Singularity Future Technology Ltd., Yang Leo Jie, and Jing Angela Shan

Exhibit 10.1

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is entered into as of March [10], 2023 (the “Effective Date”) by and between Hexin Global Limited, a British Virgin Islands corporation (“Hexin”), Viner Total Investments Fund, a Cayman Island corporation (“Viner”), Jinhe Capital Limited, a British Virgin Islands corporation (“Jinhe”), St. Hudson Group LLC, a Delaware Limited Liability Company (“Hudson”), Imperii Strategies LLC, a Delaware Limited Liability Company (“Imperii”), Isyled Technology Limited, a Hong Kong company (“Isyled”), and HS-QYNM Family Inc., a New York corporation (“HSQ”) (the foregoing collectively “Plaintiffs”) on the one hand, and Singularity Future Technology, Ltd. f/k/a Sino-Global Shipping America, Ltd., a Virginia corporation trading on the Nasdaq Global Markets Exchange under the ticker symbol SGLY (formally SINO) (“Singularity” or “Company”), Yang “Leo” Jie, a natural person residing at 81a Hampshire Road, Great Neck, New York (“Jie”), and Jing “Angela” Shan, a natural person residing in West New York, New Jersey (“Shan”) (Singularity, Jie and Shan collectively “Defendants”), on the other hand. The foregoing entities and individuals are collectively referred to herein as the “Parties.”

WHEREAS, on or about November 10, 2021, Singularity and Jinhe entered into an Advisory Agreement, under which Jinhe agreed to provide general financial advisory services to Singularity in exchange for 500,000 shares of Singularity common stock;

WHEREAS, on or about December 14, 2021, Hexin, Viner, Hudson, Imperii, Isyled, and HSQ (collectively “SPA Plaintiffs”) and Singularity entered into a Securities Purchase Agreement (“SPA”), pursuant to which the SPA Plaintiffs each agreed to purchase restricted shares of Singularity common stock at $3.26 per share;

WHEREAS, under the SPA, Hexin agreed to purchase 900,000 shares of Singularity common stock, Viner agreed to purchase 978,807 shares of Singularity common stock, Hudson agreed to purchase 800,000 shares of Singularity common stock, Imperii agreed to purchase 200,000 shares of Singularity common stock, Isyled agreed to purchase 150,000 shares of Singularity common stock, and HSQ agreed to purchase 200,000 shares of Singularity common stock;

WHEREAS, the SPA Plaintiffs paid for their shares of Singularity common stock pursuant to the SPA; Jinhe performed under the Advisory Agreement; and Singularity issued each Plaintiff shares of restricted Singularity common stock pursuant to the SPA and Advisory Agreement, as applicable;

WHEREAS, on September 23, 2022, Hexin and Viner filed a lawsuit in the Southern District of New York captioned Hexin Global Limited, et ano. v. Singularity Future Technology, Ltd., et al., Case No. 22-cv-08160-LJL, against Defendants, Tuo “Tina” Pan (“Pan”), and Lei Cao (“Cao”) alleging, inter alia, violations of federal securities laws, common law fraud and breaches of contract (“Hexin Action”);

WHEREAS, on October 6, 2022 Jinhe commenced a civil action in the Southern District of New York against Singularity captioned Jinhe Capital Limited v. Singularity Future Technology, Ltd., Case No. 22-cv-08538-LJL, against Defendant Singularity alleging, inter alia, breaches of contract (“Jinhe Action”);

WHEREAS, on December 5, 2022, Hudson, Imperii, Isyled, and HSQ filed a lawsuit in the Southern District of New York captioned St. Hudson Group LLC, et al. v. Singularity Future Technology Ltd., et al., Case No. 22-cv-10290-LJL, against Defendants, Pan, and Cao alleging, inter alia, violations of federal securities laws, common law fraud and breaches of contract (“Hudson Action,” and collectively with the Hexin Action and Jinhe Action, the “Actions”);

WHEREAS, Defendants have appeared in the Hexin Action and Hudson Action, and Singularity appeared in the Jinhe Action; Pan and Cao have not appeared in the Hexin Action or the Hudson Action;

WHEREAS, Defendants do not admit, and specifically deny, any liability to the Plaintiffs;

WHEREAS, on January 10, 2023 the Honorable Lewis J. Liman consolidated the Actions pursuant to Rule 42(a) of the Federal Rules of Civil Procedure;

WHEREAS, mutually desiring to avoid the burdens, risks and expenses of litigation between themselves, and without Defendants admitting any liability whatsoever with respect to the Actions, the Parties have entered into this Agreement to facilitate a full and final resolution and settlement of the Actions, and to fully and finally resolve and settle any and all disputes between themselves;

NOW, THEREFORE, with the foregoing background being incorporated herein by reference, and made part hereof, and in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first shown above.

Plaintiffs			Defendants
Hexin Global Limited			Singularity Future Technology, Ltd.
/s/ ZHOU CHUNTAO			/s/ HENG WANG
Name:	ZHOU CHUNTAO		Name:	HENG WANG
Title:	CEO		Title:	Director
Viner Total Investments Fund			Yang “Leo” Jie
/s/ WONG HO TIM			/s/ Yang “Leo” Jie
Name:	WONG HO TIM		By:	Yang “Leo” Jie, Individually
Title:	DIRECTOR
Jinhe Capital Limited			Jing “Angela” Shan, Individually
/s/ LIZHI YONG			/s/ Jing “Angela” Shan
Name:	LIZHI YONG		By:	Jing “Angela” Shan, Individually
Title:	CEO
St. Hudson Group LLC
/s/ Duo Liu
Name:
Title:
Imperii Strategies LLC
/s/ Jing Cao
Name:	Jing Cao
Title:	CEO
Isyled Technology Limited
/s/ Yidong Hu
Name:
Title:
HS-QYNM Family Inc.
Name:
Title:

EXHIBIT A

This ESCROW AGREEMENT dated March [ 10], 2023 by and among by and between (1) Hexin Global Limited, a British Virgin Islands corporation (“Hexin”), Viner Total Investments Fund, a Cayman Island corporation (“Viner”), Jinhe Capital Limited, a British Virgin Islands corporation (“Jinhe”), St. Hudson Group LLC, a Delaware Limited Liability Company (“Hudson”), Imperii Strategies LLC, a Delaware Limited Liability Company (“Imperii”), Isyled Technology Limited, a Hong Kong company (“Isyled”), and HS-QYNM Family Inc., a New York corporation (“HSQ”) (the foregoing collectively “Plaintiffs”), (2) Singularity Future Technology, Ltd. f/k/a Sino-Global Shipping America, Ltd., a Virginia corporation trading on the Nasdaq Global Markets Exchange under the ticker symbol SGLY (formally SINO) (“Singularity” or “Company”), Yang “Leo” Jie, a natural person residing at 81a Hampshire Road, Great Neck, New York (“Jie”), and Jing “Angela” Shan, a natural person residing in West New York, New Jersey (“Shan”) (Singularity, Jie and Shan collectively “Defendants”), and (3) Sichenzia Ross Ference LLP, a New York Limited Liability Partnership (“Escrow Agent”). The foregoing entities and individuals are collectively referred to herein as the “Parties.”

W I T N E S S E T H

WHEREAS, Plaintiffs and Defendants are parties to that certain Settlement Agreement dated March___ , 2023 (the “Settlement Agreement”); and

WHEREAS, the Settlement Agreement provides for the payment of certain specified funds and/or the deposit of certain specified Stock Powers into escrow; and

WHEREAS, Escrow Agent is willing to retain such funds and/or Stock Powers as escrow agent upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties contained herein, the Parties hereby agree as follows:

Citibank

153 East 53rd Street, 23rd Floor
New York, NY 10022

A/C of Sichenzia Ross Ference LLP

A/C#: 4974921703

ABA#: 021000089

SWIFT Code: CITIUS33

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above written.

EXHIBIT B

All certificates to be transferred must be enclosed with this stock power

The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this power must be guaranteed by an eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association participating in a Medallion Program approved by the Securities Transfer Association, Inc. No other form of signature guarantee is acceptable.

STOCK POWER

For value received I/we hereby sell, assign and transfer unto

The undersigned does (do) hereby irrevocably constitute and appoint TranShare Corporation to transfer the said stock on the books of said company with full power of substitution in the premises.

(Must check one) Note: If any cost basis information below is not completed the issuer will be notified and given two weeks to provide the data. If the data is not provided at the end of the two weeks, the request will not be processed and will be rejected back to the issuer.

Current Cost for this transaction _______________________

Gift _________Purchase/Sell ________(Includes both Private and Public Purchases) Compensation ______(Includes payment for services)

Date _____________________

(Affix Medallion Signature Guarantee imprint in space to the right)