Exhibit 10.9


 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE
AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2022, by and between Boustead Wavefront
PTE. LTD., a Singapore corporation formerly known as Wavefront Venture Labs Pte Ltd. (“Seller”) and One10 Food Sciences
Pte. Ltd., a Singapore corporation (“Purchaser”).


 


RECITALS


 


WHEREAS, Seller is the owner
and holder of the investment assets and related contractual rights as listed on Exhibit A attached (the “Purchased Securities”);
and


 


WHEREAS, Seller wishes to convey,
transfer, assign and sell the Purchased Securities to the Purchaser in exchange for Purchaser’s payment of the Purchase Price (as
defined below).


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1. Transaction.
Seller hereby irrevocably assigns, sells, conveys, transfers and sets over unto Purchaser, its successors and assigns, all right, title
and interest of Seller in and to the Purchased Securities, free and clear of all liens, claims, charges and encumbrances, as more fully
set forth herein (the “Transaction”). Seller hereby represents and warrants to Purchaser that (i) Seller is the sole
legal and beneficial owner of the Purchased Securities, (ii) Seller owns the Purchased Securities free and clear of all liens, claims,
charges and encumbrances, and (iii) Seller has the full power and authority to assign, sell, convey, transfer and set over to Purchaser
all of Seller’s right, title and interest in and to the Purchased Securities, and any approval or consent of any person, court or
other governmental authority or agency in connection with this Agreement has been received by the Seller.


 


2. Consideration.
As consideration for the transfer and sale of the Purchased Securities, Purchaser shall pay in cash to the Seller Eight hundred
forty - five thousand four hundred thirty seven United States dollars (US$ 845,437) which is the
lower of cost or fair market value of the Purchased Securities as of May 19, 2022 as detailed on Exhibit A attached (the
“Purchase Price”).


 


3. Closing. The closing of
the Transaction (the “Closing”) will take place via electronic means on or about May 24, 2022. At the Closing,
Seller shall deliver to Buyer (a) the Purchased Securities, (b) all contracts relating to the Purchased Securities previously
entered into by Seller, and (c) all third party consents required for the transfer of title to the Purchased Securities to Buyer.
Buyer shall deliver to Seller (a) the Purchase Price by wire transfer and (b) all joinders, countersignatures and other
documentation required from Buyer to transfer all rights in and to or related to the Securities to Buyer.


 


4. Acceptance
and Awareness. Purchaser hereby accepts the foregoing transfer and sale, and Purchaser has completed its diligence to its satisfaction.


 


 5. General Provisions.




 


(a) Entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and the transactions
contemplated herein, and supersedes all prior understandings and agreements (oral and written) of the parties with respect to the subject
matter hereof.


 






     


     


    

 


(b) Warranties
and Representations. Each party represents and warrants to the other party that such party has full legal right and authority to enter
into this Agreement and that the consummation of the transactions contemplated by this Agreement have been duly authorized by all required
corporate action. Seller makes no other representation or warranty to Buyer as to the Purchased Securities or as to any fact relating
to any issuer of any Purchased Securities, except as provided in this Agreement.




 


(c) Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute
one and the same instrument. A copy transmitted via facsimile or e-mail of this Agreement, bearing the signature of any party shall be
deemed to be of the same legal force and effect as an original of this Agreement bearing such signature as originally written by such
party.


 


(d) Governing
Law & Dispute Resolution. The validity, interpretation and effect of this Agreement shall be governed exclusively by the Laws
of Singapore, excluding the “conflict of laws” rules thereof. Any and all disputes arising from and in relation to this Agreement,
including the existence or validity of this Agreement, shall be submitted for mediation at the Singapore Mediation Centre (“SMC”)
in accordance with SMC’s Mediation Procedure in force for the time being. In the event that the Purchaser and the Seller do not achieve
a binding mediation agreement within six months of the commencement of SMC’s mediation process, the parties shall refer any and all disputes
in relation to this Agreement to the Courts of Singapore, whose jurisdiction both parties expressly submit to.


 


(e) Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the
Seller and the Purchaser. No waiver by any party of any provision of this Agreement or any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such
waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


(f) Further
Actions and Assurances. Each of Seller and Purchaser agrees to execute such additional documents, stock powers and letters of direction
as may be necessary to effect the transfer contemplated hereby.


 






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IN WITNESS WHEREOF, Seller and
Purchaser have caused this Agreement to be duly executed as of the date first above written.


 


	 	Seller:
	 	 	 
	 	Boustead Wavefront PTE. LTD.,

a Singapore corporation
	 	 	 
	 	By:	/s/ David Drake 
	 	Name: 	David Drake
	 	Title:	Chief Executive Officer
	 	 	 
	 	Purchaser:
	 	 	 
	 	One10 Food Sciences Pte. Ltd.,

a Singapore corporation:
	 	 	 
	 	By:	/s/ Timothy Martin Londergan
	 	Name:	Timothy Martin Londergan
	 	Title:	Director


 









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EXHIBIT A


 


Purchased Securities and Related Contracts


 


	 	Company Name	 	Securities Type and Description	 	Closing

Price per

share as of
 May 19,

2022	 	 	Consideration
 (USD)	 
	1	Hempacco Co., Inc.	 	Common Shares	 	100,000 shares	 	 	 	 	 	 	100,000	 
	2	MGO Global Inc.	 	Common Shares	 	100,000 shares	 	 	 	 	 	 	100,000	 
	3	HeartCore Enterprises, Inc.	 	Common Shares	 	40,000 shares	 	 	USD 1.10	 	 	 	44,000	 
	4	Actelis Networks, Inc.	 	Common Shares	 	18 9,583 shares	 	 	USD 1.59	 	 	 	301,437	 
	5	RVeloCITY, Inc.	 	Convertible notes 6%	 	Principal amount USD 100,000	 	 	 	 	 	 	100,000	 
	6	Shuttle Pharmaceuticals Holdings Inc.	 	Convertible notes 6%	 	Principal amount USD 100,000	 	 	 	 	 	 	100,000	 
	7	Vision Three, Inc.	 	Convertible notes 6%	 	Principal amount USD 100,000	 	 	 	 	 	 	100,000	 
	 	 	 	Total	 	 	 	 	 	 	 	 	845,437	 









 


 


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