Exhibit
10.1
UTIME
LIMITED
SHARE
PURCHASE AGREEMENT
JANUARY
14, 2026
UTIME
LIMITED
ORDINARY
SHARES PURCHASE AGREEMENT
This
SHARE Purchase Agreement (this “Agreement”) is dated
as of the Effective Date and is between the Company and the undersigned Purchaser. Certain terms used in this Agreement are defined in
Section 5.1. In consideration of the mutual covenants and representations set forth below, the parties agree as follows:
Section
1
Sale and Issuance
1.1 Sale
and Issuance of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase, and the Company agrees
to sell and issue to Purchaser, the number of Shares set forth on the Purchaser’s signature page hereto.
Section
2
Closing Dates and Delivery
2.1 Closing.
The purchase, sale and issuance of the Shares (the “Closing”) shall take place at the offices of Dorsey &
Whitney LLP, 51 West 52nd Street, New York, NY 10019, at 12:00 p.m. local time on the Effective Date, or such other date as
the Company determines in its sole discretion.
2.2 Delivery.
At the Closing, or promptly thereafter, the Company will deliver to the Purchaser a certificate, or a statement of account (in the event
the shares are uncertificated), registered in such Purchaser’s name representing the number of Shares that such Purchaser is purchasing
against payment of the “Aggregate Purchase Price” set forth on Purchaser’s signature page hereto, by wire transfer
in accordance with the Company’s instructions.
Section
3
Representations and Warranties of the Company
The
Company hereby represents and warrants as of the Effective Date to the Purchaser as follows:
3.1 Organization,
Good Standing and Qualification. The Company is a corporation validly existing and in good standing under the laws of the Cayman
Islands. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to issue and sell the Shares
and to perform its obligations hereunder.
3.2 Authorization.
All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution
and delivery of this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance of all
of the Company’s obligations under this Agreement has been taken or will be taken prior to the Effective Date. This Agreement,
when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance
with its terms, except as limited by (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and
(b) rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.
Section
4
Representations and Warranties of the Purchaser
Purchaser
hereby represents and warrants as of the Effective Date to the Company as follows:
4.1 No
Registration. Purchaser understands that the 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, the availability of which depends upon, among other things,
the bona fide nature of the investment intent of Purchaser and the accuracy of Purchaser’s representations as expressed herein
or otherwise made pursuant hereto. Purchaser was not offered or sold the Shares, directly or indirectly, by means of any form of general
solicitation or general advertisement, including the following: (i) any advertisement, article, notice or other communication published
in any newspaper, magazine or similar medium or broadcast or radio; or (ii) any seminar or meeting whose attendees had been invited by
general solicitation or general advertising.
4.2 Investment
Intent. Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to,
or for resale in connection with, any distribution thereof, and Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same. Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement
with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect
to any of the Shares.
4.3 Investment
Experience. Purchaser has substantial experience in evaluating and investing in companies similar to the Company and acknowledges
that (a) it can protect its own interests, and (b) it has such knowledge and experience in financial and business matters such that it
is capable of evaluating the merits and risks of its investment in the Company, whether by reason of its own business and financial expertise,
the business and financial expertise of certain professional advisors unaffiliated with the Company with whom Purchaser may have consulted,
or Purchaser’s preexisting business or personal relationship with the Company or any of its officers, directors or controlling
persons.
4.4 Speculative
Nature of Investment. Purchaser understands and acknowledges that an investment in the Company is highly speculative and involves
substantial risks. Purchaser can bear the economic risk of Purchaser’s investment and is able, without impairing Purchaser’s
financial condition, to (a) hold the Shares for an indefinite period of time, and (b) suffer a complete loss of Purchaser’s investment.
Purchaser is aware that the Company may issue additional securities in the future which could result in the dilution of Purchaser’s
ownership interest in the Company.
4.5 Access
to Data. Purchaser has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning this
Agreement, the exhibits and schedules attached hereto and thereto, and the transactions contemplated by this Agreement, as well as the
Company’s business, management and financial affairs, which questions were answered to its satisfaction. Purchaser acknowledges
that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment
or the transactions contemplated by this Agreement.
4.6 Residency.
The residency of Purchaser (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly
set forth on Purchaser’s signature page hereto.
4.7 Rule
144. Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act
which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include,
among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified
period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period
not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly
with a “market maker,” or a “riskless principal transaction” (as those terms are defined in the Securities Act
or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144
notice, if applicable. Purchaser acknowledges and understands that the Company may not satisfy the current public information requirement
of Rule 144 at the time Purchaser wishes to sell the Shares, and that, therefore, Purchaser may be precluded from selling such securities
under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. Purchaser acknowledges that, in the event
the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be
required for any disposition of the Shares. Purchaser understands that, although Rule 144 is not exclusive, the Securities and Exchange
Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in
a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales and that such persons, and the brokers who participate in the transactions do so at their own risk.
4.8 Investment
Representations, Warranties and Covenants by Non-United States Persons. If Purchaser is a Non-U.S. person (as that term is defined
below), such Purchaser hereby represents and warrants to the Company as follows:
(a) This
Agreement is made by the Company with Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations,
warranties and covenants made in this Section.
(b) Such
Non-U.S. person has been advised and acknowledges that:
(i) the
Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United
States or the securities laws of any other country;
(ii) in
issuing and selling the Shares to such Non-U.S. person pursuant hereto, the Company is relying upon the “safe harbor” provided
by Regulation S and/or on Section 4(2) under the Securities Act;
(iii) it
is a condition to the availability of the Regulation S “safe harbor” that the Shares not be offered or sold in the United
States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution
compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the Closing Date;
and
(iv) notwithstanding
the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution
compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing (the “Restricted
Period”), the Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with
the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person
(as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant
to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the
offer and sale is outside the United States and to other than a U.S. person.
(c) As
used herein, the term “United States” means the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia, and the term “U.S. person” (as defined in Regulation
S) means:
(i) a
natural person resident in the United States;
(ii) any
partnership or corporation organized or incorporated under the laws of the United States;
(iii) any
estate of which any executor or administrator is a U.S. person;
(iv) any
trust of which any trustee is a U.S. person;
(v) any
agency or branch of a foreign entity located in the United States;
(vi) any
nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. person;
(vii) any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
and (if an individual) resident in the United States; and
(viii) a
corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person principally for the purpose
of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
(d) As
used herein, the term “Non-U.S. person” means any person who is not a U.S. person or is deemed not to be a
U.S. person under Rule 902(k)(2) of the Securities Act.
(e) Such
Non-U.S. person agrees that with respect to the Shares, until the expiration of the Restricted Period:
(i) such
Non-U.S. person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Shares,
or any beneficial interest therein in the United States or to or for the account of a U.S. person; and
(ii) notwithstanding
the foregoing, the Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms
of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such
terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to
Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer
and sale is outside the United States and to other than a U.S. person; and
(iii) such
Non-U.S. person shall not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
(iv) The
foregoing restrictions are binding upon subsequent transferees of the Shares, except for transferees pursuant to an effective registration
statement. Such Non-U.S. person agrees that after the Restricted Period, the Shares may be offered or sold within the United States or
to or for the account of a U.S. person only pursuant to applicable securities laws.
(f) Such
Non-U.S. person has not engaged, nor is it aware that any party has engaged, and such Non-U.S. person will not engage or cause any third
party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Shares.
(g) Such
Non-U.S. person: (i) is domiciled and has its principal place of business outside the United States; (ii) certifies it is not a U.S.
person and is not acquiring the Shares for the account or benefit of any U.S. person; and (iii) at the time of the Closing Date, the
Non-U.S. person or persons acting on Non-U.S. person’s behalf in connection therewith will be located outside the United States.
(h) At
the time of offering to such Non-U.S. person and communication of such Non-U.S. person’s order to purchase the Shares and at the
time of such Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or persons acting on Non-U.S. person’s behalf
in connection therewith were located outside the United States.
(i) Such
Non-U.S. person is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities
Act).
(j) Such
Non-U.S. person acknowledges that the Company shall make a notation in its stock books regarding the restrictions on transfer set forth
in this Section and shall transfer such shares on the books of the Company only to the extent consistent therewith. In particular, such
Non-U.S. person acknowledges that the Company shall refuse to register any transfer of the Shares not made in accordance with the provisions
of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.
(k) Such
Purchaser understands and agrees that each certificate representing Shares held by such Non-U.S. person representing the Restricted Securities,
shall bear the following legend (in addition to any legend required by this Agreement or under applicable state securities laws):
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED
UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS
CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY
OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
4.9 Representations
by Non-United States persons. If Purchaser is not a United States person, Purchaser hereby represents that Purchaser is satisfied
as to the full observance of the laws of Purchaser’s jurisdiction in connection with any invitation to subscribe for the Shares
or any use of the Agreements, including (i) the legal requirements within Purchaser’s jurisdiction for the purchase of the Shares,
(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer
of such securities. Purchaser’s subscription and payment for, and Purchaser’s continued beneficial ownership of, the Shares
will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
Section
5
Miscellaneous
5.1 Definitions.
The following terms used in this Agreement shall have the means ascribed to them in this Section 5.1:
| (a) | “Closing”
means the purchase, sale and issuance of the Shares pursuant to this Agreement. |
| (b) | “Ordinary
Shares” means the Company’s Ordinary Shares, par value $0. 10 per share. |
| (c) | “Company”
means the company listed on the signature page hereto. |
| (d) | “Effective
Date” means the date listed on the signature page hereto. |
| (e) | “Purchase
Price” means the purchase price per Share set forth on the signature page hereto. |
| (f) | “Restricted
Securities” means the Shares, or any other securities issued in respect of
the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation
or similar events. |
| (g) | “Securities
Act” means the Securities Act of 1933, as amended. |
| (h) | “Shares”
means such number of Ordinary Shares to be sold under this Agreement as is set forth on the
signature page hereto. |
| (i) | “Transfer”
means any sale, assignment, transfer, pledge or other disposition of all or any portion of
the Restricted Securities (or any beneficial interest therein), whether by operation of law
or otherwise. |
5.2 Amendment.
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument referencing this Agreement and signed by the Company and the Purchaser.
5.3 Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail (if to Purchaser or any other holder of Company securities) or otherwise
delivered by hand, messenger or courier service addressed: (a) if to Purchaser, to the Purchaser’s address, facsimile number
or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof; (b) if
to any other holder of any Shares, to such address, facsimile number or electronic mail address as shown in the Company’s records,
or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to the address of
the last holder of such Shares for which the Company has contact information in its records; (c) if to the Company, to the attention
of the Chief Executive Officer or Chief Financial Officer of the Company at the Company’s address listed on the signature page
hereto or at such other current address as the Company shall have furnished to the Purchaser, with a copy (which shall not constitute
notice) to Megan J. Penick Esq., Dorsey & Whitney LLP, 51 West 52nd Street, New York, NY 10019.
Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered
by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid,
specifying next-business-day delivery, one business day after deposit with the courier); (ii) if sent via mail, at the earlier of its
receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid; or (iii) if sent via electronic mail, when directed to the relevant electronic mail address, if sent
during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s
next business day.
5.4 Governing
Law. 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) that would cause
the application of the laws of any jurisdiction other than those of the State of New York.
5.5 Survival.
The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party hereto
and the closing of the transactions contemplated hereby for one year from the Effective Date; provided however, that Purchaser’s
covenants made under Section 4 shall survive indefinitely.
5.6 Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated
or sublicensed by any Purchaser without the prior written consent of the Company. Any attempt by Purchaser without such permission to
assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to
the foregoing and except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
5.7 Entire
Agreement. This Agreement, including the exhibits attached hereto and thereto, constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner
with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein
or therein.
5.8 Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party
to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of
such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions
of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.
5.9 Severability.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such
court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of
this Agreement shall be enforceable in accordance with its terms.
5.10 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one instrument.
5.11 Telecopy
Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto
and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
5.12 Jurisdiction;
Venue. Each party hereto (a) hereby irrevocably and unconditionally submits to the jurisdiction of United States District Court sitting
in the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement
that may be brought before such court, and the other state courts of the state of New York for any other suit, action or other proceeding
arising out of or based upon this Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except as set forth in clause (a) of this Section, and (c) hereby waives, and agrees not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of
the such courts of the State of New York, that its property is exempt or immune from attachment or execution, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court. Each party further irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. The Company hereby appoints Dorsey & Whitney LLP, with offices at 51 W. 52nd Street, New York, NY 10019 as its
agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law.
5.13 Further
Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company,
partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be
necessary to more fully effectuate this Agreement.
5.14 Attorney’s
Fees. In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party
under or with respect to this Agreement.
5.15 No
Presumption Against Drafter. Each party has had the opportunity to review this Agreement with legal counsel of its own choosing.
Therefore, the parties agree that the rule of construction that a contract be construed against the drafter (the doctrine of contra proferentem)
shall not be applied to the interpretation or construction of this Agreement.
5.16 Headings
and Titles. The section headings and titles contained in this Agreement are for convenience of reference only and shall not affect
the meaning or interpretation of any provision of this Agreement.
[Purchaser]
The
parties are signing this SHARE PURCHASE Agreement as of JANUARY 14, 2026
(the “Effective Date”).
| Shares: | |
4,550,000 |
| Price Per Share: | |
$0.20 |
| Aggregate Purchase Price: | |
$910,000, payable in USD or USDT equivalent |
| PURCHASER |
|
UTIME
LIMITED |
| |
|
a
Cayman Islands corporation |
| |
|
|
| |
|
|
| |
|
Hengcong
Qiu |
| |
|
Chief
Executive Officer |
| |
|
|
| Purchaser
Address: |
|
Company
Address: |
| |
|
|
| |
|
7th
Floor, Building 5, Software Industry Base |
| |
|
|
| |
|
Nanshan,
Shenzhen, China |
| |
|
|
| Email: |
|
Email:
qhengcong@utimemobile.com |
