AMENDMENT AGREEMENT

Exhibit 10.1

This Amendment Agreement (the “Agreement”), dated as of January 22, 2021, is entered into by and between China Xiangtai Food Co. Ltd., a Cayman Islands exempted company (the “Company”), and YA II PN, Ltd. (the “Buyer”), and amends the convertible debenture issued by the Company to the Buyer on March 9, 2020 (the “Third Convertible Debenture”) issued pursuant to a Securities Purchase Agreement entered into between the Company and the Buyer on November 22, 2019 and as amended on December 18, 2019 (the “Securities Purchase Agreement”) and amends the convertible debentures in the aggregate principal amount of $2,000,000 (the “2020 Convertible Debentures”) issued by the Company to the Buyer pursuant to a Securities Purchase Agreement entered into between the Company and the Buyer on June 19, 2020.

BACKGROUND

(A)

As of the date hereof, $800,000 of principal, plus accrued and unpaid interest thereon, remains outstanding on the Third Convertible Debenture.

(B)

The Third Convertible Debenture is convertible into shares of Common Stock pursuant to their terms subject to a floor price of $3.00 per share.

(C)

Pursuant to clause 1(c) of the Third Convertible Debenture the Company shall make monthly payments if the daily VWAP is less than the floor price for a period of ten (10) consecutive Trading Days.

(D)

As of the date hereof, $2,000,000 of principal, plus accrued and unpaid interest thereon, remains outstanding on the 2020 Convertible Debentures.

(E)

Pursuant to clause 1(c) of the 2020 Convertible Debentures the Company shall make monthly payments if the daily VWAP is less than the floor price for a period of ten (10) consecutive Trading Days.

(E)

The parties desire to reduce the floor price with respect to a portion of the Third Convertible Debenture and extend the time before monthly payments may be required pursuant to the Third Convertible Debenture and the 2020 Convertible Debentures pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and representations, warranties and covenants herein set forth, the parties hereto agree as follows:

Definitions and interpretation

1.1 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Third Convertible Debenture or the Subsequent Convertible Debentures, as applicable.

Amendments to the Convertible Debentures

The parties hereto agree that the Third Convertible Debenture and the Subsequent Convertible Debentures shall be amended as set out below without the need to issue amended and restated certificates of such convertible debentures.

2.1 Amendment of Third Convertible Debenture. The definition of “Floor Price” in section 13(j) of the Third Convertible Debenture shall be deleted and replaced with the following:

13(j) “Floor Price” means (a) with respect to the next $400,000 of the principal and accrued interest to be converted, $0.80 per share, and with respect to the remaining portion of the principal and accrued interest to be converted, $3.00 per share.

2.2 Deferral of Monthly Payments on the Third Convertible Debenture. The Buyer hereby agrees that the the monthly cash amortization payments that otherwise would be due by the Company pursuant to Section 1(c) of the Third Convertible Debenture shall no longer apply and all amount of principal and accrued interest that remaining outstanding shall be due and payable on the maturity date of the Third Convertible Debenture, which is March 9, 2021.

2.3 Deferral of Monthly Payments on the 2020 Convertible Debentures. The Buyer hereby agrees to defer the start of the monthly cash amortization payments that otherwise would be due by the Company pursuant to Section 1(c) of the 2020 Convertible Debentures for a period of 30 days from the date hereof. On such date, provided that the obligation to make amortization payments has not ceased pursuant to the term of Section 1(c) of the 2020 Convertible Debentures, the Company shall begin making monthly amortization payments as determined by the terms thereof.

2.4 Waiver of Limitation. The parties hereby agree that the conversion limitation set forth in section 3(c)(ii) of the Third Convertible Debentures relating to conversions using the Variable Conversion Price shall no longer apply.

Representations and warranties

3.1

Each party to this Agreement represents and warrants to the other as of the date of this Agreement that:

(a) it has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement;

(b) it has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and no further action is required by it, its Board of Directors or managers or its stockholders or members in connection therewith; and

(c) the obligations assumed by it in this Agreement are legal, valid, and enforceable obligations binding on it in accordance with its terms.

3.2 The Company represents and warrants to the Buyer that any additional shares that may be issued as a result of this Agreement and the amendments to the Third Convertible Debenture and the 2020 Convertible Debentures have been duly authorized and, when issued in accordance with the terms of the respective convertible Debentures, shall be validly issued and duly authorized.

Counterparts and delivery

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Governing law

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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IN WITNESS WHEREOF, the Company and the Holder have caused this Supplement and Amendment Agreement to be signed by their duly authorized officers.

CHINA XIANGTAI FOOD CO., LTD.


By:	/s/ Zeshu Dai
	Name:	Zeshu Dai
	Title:	CEO

YA II PN, LTD.

By:	Yorkville Advisors Global, LP
Its:	Investment Manager

	By:	Yorkville Advisors Global II LLC
	Its:	General Partner

	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Member

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AMENDMENT AGREEMENT

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