SUPPLEMENTAL SHARE PURCHASE AGREEMENT

Exhibit 10.2

SUPPLEMENTAL SHARE PURCHASE AGREEMENT

This Supplemental Share Purchase Agreement (this "Agreement"), dated as of July 12, 2024, is entered into among Zisu_Zhou, a People’s Republic of China national (the “Seller”), Bondly Enterprises Limited, a proprietary company registered in Hong Kong (the “Target”), and Lichen China Limited, a company formed under the laws of the Cayman Islands (the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Seller owns 100% equity interest in the Target ( the “Target Shares”); WHEREAS, the Target is engaged in professional education business (the “Business”);

WHEREAS, Seller wishes to sell to Buyer, and Xxxxx wishes to purchase from Seller, 60% of the equity interest in the Target, subject to the terms and conditions set forth herein;

WHEREAS, Seller and Xxxxx previously entered into a Share Purchase Agreement for the purchase of the Target dated March 9, 2023 (the "Original Agreement"); and

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 PRICE

SECTION 1.01 Purchase Price. The total purchase price for the Target Shares shall be US$8,000,000. The Seller acknowledges that the Buyer paid an initial deposit of $3,000,000 upon execution of the Original Agreement and an additional $5,000,000 shall be due (the “Remaining Balance”) on the date hereof.

ARTICLE II

CLOSING

Section 2.01 Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on the day of the Buyer's payment of the Remaining Balance (the "Closing Date").

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to the Buyer that the statements contained in this Article III are true and correct as of the date hereof.

Section 3.01 Title to Target Shares. Seller has good and valid title to all the Target Shares, free and clear of any Encumbrance.

Section 3.02 Legal Proceedings; Governmental Orders.

(a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or threatened against or by Seller: (i) relating to or affecting the Target Shares; or (ii) 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.

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Target Shares.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller, Target and Payee that the statements contained in this Article V are true and correct as of the date hereof.

Section 4.01 Organization and Authority. Buyer is a company duly organized and validly existing under the Laws of the British Virgin Islands. Xxxxx has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx of this Agreement, the performance by Xxxxx of its obligations hereunder, and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement constitutes legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

Section 4.02 No Conflicts or Consents. The execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby, 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.

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ARTICLE V

MISCELLANEOUS

Section 5.01 Interpretation; 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 5.02 Severability. 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 5.03 Entire Agreement. This Agreement constitutes 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.

Section 5.04 Successors 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.

Section 5.05 Amendment 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 5.06 Governing 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 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 5.07 Counterparts. 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.

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IN WITNESS WHEREOF, the parties have executed and delivered this Supplemental Share Purchase Agreement as of the date first written above.

SELLER
Xxxx Xxxx
/s/ Xxxx Xxxx
Name:	Xxxx Xxxx
Title:

BUYER
Lichen China Limited
/s/ Xx Xx
Name:	Xx Xx
Title:	CEO

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