EX-10.1 2 ea139643ex10-1_codechainnew.htm AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED APRIL 16, 2021
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is entered into as of April 16, 2021, between Chengdu RiZhanYunJisuan Co., Ltd., a company incorporated in the People’s Republic of China (“Seller”), and Code Chain New Continent Limited, a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
本资产购买协议（“本协议”）于2021年4月16日，由一家在中华人民共和国设立的公司，成都日瞻云计算有限公司（ “卖方”），与一家内华达州公司，Code Chain New Continent Limited （“买方”）共同签署。本协议使用大写术语含义如下所述。
WHEREAS, Seller and Buyer entered into certain Asset Purchase Agreement, dated as of February 23, 2021 (the “Original Agreement”);
WHEREAS, the Seller and Buyer desire, solely on the terms and subject to the conditions set forth herein, to amend certain terms and conditions and restate the Original Agreement;
WHEREAS, Seller is the owner of 10,000 Innosilicon T2T model (the “Assets”); and
鉴于，卖方是10,000 台T2T型 Innosilicon（“资产”）的所有人；
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Assets, subject to the terms and conditions set forth herein; and
WHEREAS, Buyer has completed its due diligence and valuation appraisal of the Assets.
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:
Purchase and Sale
Section 1.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets.
Section 1.02 Liabilities. Subject to the terms and conditions set forth herein, Buyer shall not assume and shall not be responsible to pay, perform, or discharge no liabilities, obligations, or commitments of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, of the Assets.
Section 1.03 Title. All right, title and interest to the Assets shall pass to Buyer, free and clear of Encumbrances (as defined in Section 3.02) on the Closing Date (as defined in Section 2.01) by operation of law.
Section 1.04 Warranty. Seller hereby transfers and assigns to Buyer any and all warranties with respect to the Assets to Seller in connection with its original purchase of the Assets, and Seller provides the Buyer with full benefit of the warranty over the lifetime of assets.
Section 1.05 Expenses. Seller shall retain only physical possession of and manage the operation and upkeep of the Assets after the Closing Date. All costs and expenses incurred in connection with the operation of the Assets shall be paid by the Seller.
Section 1.06 Revenue. Seller to cause revenue and any other source of income from the operation of the Assets to be paid to the Buyer, payable in cryptocurrency to be deposited into a cryptocurrency wallet held by the Buyer on a daily basis.
Section 1.07 Purchase Price. The aggregate purchase price for the Assets shall be RMB40,000,000 (the “Purchase Price”), or US$6,160,000 (based on the exchange rate as of April 8, 2021), payable in cash.
Section 1.08 Performance Bonus. Buyer shall pay to Seller the following bonus upon the achievement by the operation of the Assets of the following events during the one year March 19, 2021 to March 19, 2022 (“Valuation Period”):
(a) RMB5,000,000 worth of common stock of Buyer (the “Bonus Shares”) if the Assets generates on behalf of Buyer each month starting on March 19, 2021 during the Valuation Period an average net profit per day per machine (“Daily Profit”) that is equal to RMB 200,000 and a net profit per month per machine (“Monthly Profit”) that is equal to RMB6,000,000.
(b) If the Daily Profit is less than RMB 200,000 and Monthly Profit is less than RMB6,000,000 during any month, the Buyer will not issue any shares to the Seller. Such month will be considered a “Re-evaluated Month” for purpose of subsection (e) hereunder.
(c) If the Daily Profit is more than RMB 200,000 and Monthly Profit is more than RMB6,000,000 during any month, in additional to the Bonus Shares, the Buyer shall issue to the Seller additional shares of common stock in proportion to the amount that is in excess.
(d) Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares pursuant to Section 1.08(c), when applicable, shall be issued on the fifteenth day of the next month. Notwithstanding the foregoing, the Bonus Shares and additional shares pursuant to Section 1.08(c) of the month of March 2021 and April 2021, if appliable, shall be issued on or after May 25, 2021.
(e) At the end of the Valuation Period, Seller and Buyer shall aggregate the Monthly Profit of such Re-evaluated Month(s) (the “Aggregate Profit”) and shall issue RMB5,000,000 worth of common stock of Buyer for every RMB6,000,000 in Aggregate Profit on a pro rata basis.
（e）一年评估期到期时，买方与卖方将所有重估月的月净利相加后算出整数，买方一次性对这部分的净利润发放股票奖励 ,按照 600万元人民币净利润对照 价值500万元人民币股票的比例计算。
(f) For any month has 28 days or 31 days, the Monthly Profit is calculated based on the actual number of days in the month.
(g) Total number of shares, including the Bonus Shares, issuable pursuant to this Agreement shall in no event be more than 19.99% of the total shares issued and outstanding of Buyer as of the date of this Agreement.
Section 2.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall be subject to completion of satisfactory legal and financial due diligence of the Buyer and take place at such other time or place or in such other manner as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date.”
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.
Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the PRC. Seller has full corporate power and authority to enter into this Agreement and the 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, 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, board, and shareholder action on the part of Seller. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms.
Section 3.02 No 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; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Seller or the Assets; (c) require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (“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, modify, or cancel any Contract to which Seller is a party or by which Seller is bound or to which any of the Assets are subject (including any Assigned Contract); or (e) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest, restriction of any kind, or other encumbrance (“Encumbrance”) on the Assets.
Section 3.03 Title to Assets. Seller has good and valid title to all of the Assets, free and clear of Encumbrances.
Section 3.04 Compliance with Laws. Seller is in compliance with all Laws applicable to the use of the Assets.
Section 3.05 Regulatory Approvals. No regulatory approval or filing with, notice to, or waiver from any governmental authority is required to be obtained or made by Seller: (a) in connection with the execution and delivery of, and performance by Seller of its obligations under, this Agreement or the consummation of the transactions contemplated hereby; (b) to transfer any and all rights and benefits thereunder to Buyer; or (c) to the knowledge of the Seller, to permit the Buyer to operate the Assets as contemplated.
Section 3.06 Intellectual Property. The Assets do not violate or infringe the intellectual property of any third party and Buyer will have all rights to intellectual property (without the need to make any payments in connection therewith) required to operate the Assets in the manner currently contemplated.
Section 3.07 Full Disclosure. No representation or warranty by Seller in this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
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.
Section 4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer 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 Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.
Section 4.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer 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 organizational documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order.
4.02 无冲突；同意。买方对本协议和其作为一方的其他交易文件的签署、交付和履行，以及据此预期的交易的完成，没有也不会：(a) 违反或与买方的公司注册证书、章程或其他组织文件的任何规定相冲突；(b) 违反或与适用于买方的任何法律或政府命令的任何规定相冲突；或(c) 要求任何人的同意、通知、声明或提交以及其他行动，或要求任何许可、许可证或政府命令。
Section 4.03 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Section 5.01 Term. The term of this Agreement (the “Term”) shall be one year and may be renewable upon mutual agreement by the parties.
Section 6.01 Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
6.01 通知。本协议项下的所有通知、索赔、要求和其他通信均应采用书面形式，并在以下情况应被视为已发出：(a) 当由专人交付时(须有书面的收悉确认); (b) 若由全国认可的隔夜快递公司发出，则收件人收到时(需提供收据); (c) 以传真或电子邮件发送PDF文件(并确认传送)的日期(如在收件人的正常工作时间内发送)，若在收件人的正常工作时间以外发送，则以下一个工作日为准，或(d) 在邮资已预付的挂号或挂号信寄出后第三天（需要回执）。
Section 6.02 Entire 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, the statements in the body of this Agreement will control.
Section 6.03 Governing Law; Submission to Jurisdiction;
(a) 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.
(a) 本协议受纽约州的国内法律管辖并根据其进行解释，但不包括冲突法或规范 (无论是纽约州或任何其他司法管辖区的)。因本协议、其他交易文件或据此预期的交易而产生的或与之相关的任何法律诉求、诉讼、程序或争议，均可向位于纽约市和纽约州的美国联邦法院或纽约州法院提起诉讼，在任何该等诉求、诉讼、程序或争议中，各方不可撤销地服从该等法院的专属管辖权。
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. 兹证明，双方已在本协议首次写明的日期由其正式授权的人员签署
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| ||Chengdu RiZhanYunJisuan Co., Ltd.|
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| ||By ||/s/ Tao Ouyang|
| ||签字： || |
| ||Name: ||Tao Ouyang|
| ||姓名： || |
| ||Title: || |
| ||职位 || |
| || || |
| ||Code Chain New Continent Limited|
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| ||By ||/s/ Weidong Feng|
| ||签字： || |
| ||Name: ||Weidong (David) Feng|
| ||姓名： || |
| ||Title: || Co-CEO|
| ||职位： ||联合首席执行官|