Dated
this 16th day of February 2021


 


Between


 


SOCIETY
PASS INCORPORATED


 


GOODBENTURES
SEA LIMITED


 


And


 


SOPA
TECHNOLOGY PTE. LTD.


 


 


	 
	SHAREHOLDERS’
    AGREEMENT
	 



 


 


 


 





20
Cecil Street


#10-03,
PLUS


Singapore
049705


Telephone:
(65) 62280300


Facsimile:
(65) 62280329


Website:
www.chp.law


 






    	 	1	 



     


    






 





Contents


	1.
    CONDITIONALITY OF AGREEMENT	3
	2.
    CONDUCT OF THE BUSINESS	3
	3.
    THE BOARD	4
	4.
    GENERAL MEETINGS OF THE BOARD OF DIRECTORS	7
	5.
    FINANCING	9
	6.
    DIVIDEND POLICY	9
	7.
    ISSUE OF NEW SHARES	10
	8.
    TRANSFER OF SHARES	11
	9.
    CONFIDENTIALITY	14
	10.
    TERMINATION	15
	11.
    SPIRIT AND INTENTION OF THIS AGREEMENT	16
	12.
    PERFORMANCE OF THIS AGREEMENT	16
	13.
    EQUITABLE RELIEF	16
	14.
    ASSIGNMENT	16
	15.
    COSTS	16
	16.
    NOTICES	16
	17.
    ENTIRE AGREEMENT	17
	18.
    AGREEMENT TO PREVAIL	18
	19.
    REMEDIES AND WAIVER	18
	20.
    AMENDMENTS	18
	21
    . COUNTERPARTS	18
	22.
    SEVERABILITY	18
	23.
    ILLEGALITY	19
	24.
    NO PARTNERSHIP	19
	25.
    THIRD PARTY RIGHTS	19
	26.
    GOVERNING LAW AND JURISDICTION	19
	SCHEDULE
    1 DEFINITIONS AND INTERPRETATION
	SCHEDULE
    2 SHAREHOLDING STRUCTURE
	SCHEDULE
    3 GSL SHAREHOLDERS
	SCHEDULE
    4 SHAREHOLDER RESERVED MATTERS
	SCHEDULE
    5 FORM OF DEED OF RATIFICATION AND ACCESSION









 






    	 	2	 



     


    

 





This
Shareholders' Agreement (this "Agreement") is entered into on this 16 day of February 2021,


 


BETWEEN


 


(1)
SOCIETY PASS INCORPORATED Company Registration No. T19UF4244A), a company


incorporated
under the laws of the state of Nevada, the United States and having its registered office


at
701 S. Carson Street, Suite 200, Carson City, NV 89701 ("SPI");


 


(2)
GOODVENTURES SEA LIMITED (Hong Kong Company Registration No. 2179136), a company


incorporated
under the laws of Hong Kong and having its registered office at 31/F., Tower Two,


Times
Square, 1 Matheson Street, Causeway Bay, Hong Kong ("GSL");


 


AND


 


(3)
SOPA TECHNOLOGY PTE. LTD. (UEN No. 201918025E), a company incorporated under the


laws
of Singapore and having its registered office at 11 Collyer Quay # 14-06 The Arcade


Singapore
049317 (the "Company' ),


 


(each
a "Party", and collectively, the "Parties' ).


 


Unless
the context otherwise requires, the definitions and interpretative provisions in Schedule 1 apply


throughout
this Agreement.


 


WHEREAS


 


(A)
On 16 February 2021, GSL and the Company entered into the Asset Purchase Agreement pursuant


to
which GSL agreed to subscribe for 1,500 Shares.


 


(B)
Upon Completion, GSL will be a Shareholder and the Company shall have the shareholding


structure
set out in Part 8 of Schedule 2.


 


(C)
The Parties have agreed to enter into this Agreement to record the terms governing the future affairs


of
the Company and the relationship between the Shareholders.


 


IT
IS AGREED as follows,


 


1.
CONDITIONALITY OF AGREEMENT


 


This
Agreement shall come into full force and effect upon Completion, and if the Asset Purchase


Agreement
shall terminate prior to Completion, then this Agreement (save for the Surviving


Provisions)
shall also terminate.


 


2.
CONDUCT OF THE BUSINESS


 


2.1
The business of the Company shall be operating e-commerce and loyalty platform in Southeast


Asia
and South Asia (the "Business") unless otherwise agreed by the Shareholders in


accordance
with this Agreement.


 


2.2
The Parties agree that:


 


(a)
the Business shall be conducted in accordance with sound and best business and


management
practices related to the Business;







 



    	 	3	 



     


    




 





(b)
they shall ensure that an necessary licences, approvals, and permits in connection with


the
Business are obtained and maintained and that the Business is conducted In full


compliance
with all legal requirements from time to time in force applicable to the Business:


 


(c)
each of them will not act:


 


(i)
otherwise than in accordance with all applicable law; or


 


(ii)
in any way which is reasonably likely to expose any Director, Shareholder or officer


of
the Company to civil or criminal liability or sanction under any applicable law;


 


{d)
each of them will comply with the provisions of this Agreement and the Constitution and


 


will
act in such manner to achieve the full intent and purpose of this Agreement; and


 


(e)
any transaction, arrangement, or dealing by the Company with any related party or


interested
person shall be entered into on an arm's length basis and on terms and


conditions
not less favourable to the Company than those terms and conditions obtainable


in
the open market from bona fide third-party suppliers of goods or services of a similar


nature,
quality and, where applicable, volume.


 


2.3
The Leflair IPRs


 


The
Parties agree that:


 


(a)
the Leflair Group logos, trademarks, and brand names as set out in Schedule 2 of the


Asset
Purchase Agreement (the "Leflalr IPRs") shall be owned by Society Technology


LLC
Company Registration No. C20190124-2170), a company incorporated under the laws


of
the state of Nevada ("STL");


 


(b)
save for the Company, no Party shall use the Leffair IPRs unless with the prior consent of


a
minimum of 50% of the voting rights of the CSL Shareholders, or a minimum of at least


7.5%
voting rights of the 15% shareholding that the GSL Shareholders hold in the


Company,
(either at a General Meeting or in writing);


 


(c)
the Company shall not be required to pay any royalties or other fees for its use of the Leflair


IPRs;
and


 


(d)
The Leffair IPRs are to used exclusively by the Company.


 


2.4
No Balance Sheet Debt


 


The
Parties agree that:


 


(a)
if not already procured at Completion, the Company shall as soon as practicable convert


all
outstanding debt which is owed by SPI to the Company into equity, such that SPI shall


hold
8,500 Shares representing 85% of the total issued and paid-up share capital of the


Company
on a fully diluted basis; and


 


(b)
the Company represents and warrants to GSL that there are no debts or liabilities on the


balance
sheet of the Company as at Completion.


 


3.
THE BOARD


 


3.1
Remit of the Board


 


The
Board shall be responsible for the overall direction, supervision, and management of the


Company.






    	 	4	 



     


    

 





3.2
Composition of the Board


 


The
Board shall comprise of 2 Directors, or such number as may be amended from time to time


in
accordance with this Agreement and the applicable law.


 


3.3
Appointment Removal and RepJacement of Directors


 


(a)
SPI shall have the right to appoint the Directors and designate the removal or replacement


of
those Directors. For the avoidance of doubt, GSL shall not have the right to appoint any


Director(s).


 


(b)
If a Director appointed in accordance with Clause 3.3(a):


 


(i)
is removed from office or vacates his office for any cause; or


 


(ii)
ceases to be qualified to act as a Director under any applicable law,


then
the Shareholder who appointed that Director referred to in Clause 3.3(a) shall be


entitled
to replace the Director in accordance with this Clause 3. 3.


 


(c)
The appointment, replacement or removal of a Director in accordance with Clause 3.3(a)


shall
be by notice in writing to the Company which will then provide a copy of such notice


to
the other Shareholder(s).


 


(d)
Each Director shall be deemed to have vacated his office if the Shareholder who appointed


him
ceases to hold any Shares and such Shareholder shall forthwith procure that such


Director
resigns from his office with effect from the date the Shareholder ceases to hold


any
Shares.


 


(e)
Where a Director appointed by a Shareholder resigns or where a Shareholder removes or


replaces
a Director appointed by it, that Shareholder shall be responsible for and shall


indemnify
each of the other Shareholder(s) and the Company in respect of any losses,


liabilities
and costs that may arise out of or in connection with the resignation, removal or


replacement
of that Director, including any claim by that Director for wrongful or unfair


dismissal.


 


3.4
Board Observer Rights


 


(a)
GSL shall, for as long as it remains as a Shareholder holding any Shares, be entitled to:


 


(i)
attend, or appoint a representative to attend, each and any Board Meeting and any


meeting
of any committee of the Board as an observer; and


 


(ii)
receive any notices with respect to such meetings in accordance with Clause 3.7(a).


 


(b)
Where GSL has been struck off and deregistered and has assigned all of its rights under


this
Agreement to the GSL Shareholders, the GSL Shareholders shall, for as long as they


remain
as Shareholders holding any Shares, be entitled to:


 


(i)
appoint a representative to attend each and any Board Meeting and any meeting of


any
committee of the Board as an observer, which appointment shall be decided by


a
simple majority of the total voting rights of all of the GSL Shareholders; and


 


(ii)
receive any notices with respect to such meetings in accordance with Clause 3. 7(a).


 


3.5
Remuneration of Directors


 


No
fees or any other form of remuneration shall be paid or be payable to any Director in any


given
Financial Year, unless otherwise decided and/or approved by the Shareholders representing at


least
50% of the total voting rights of all the Shareholders at a General Meeting.



    	 	5	 



     


    







3.6
Frequency and Location of Board Meetings


 


(a)
Meetings of the Board (each a 'Board Meeting') shall be held at least 1 time each year or


at
such other frequency as the Board may determine from time to time.


 


(b)
Board Meetings shall be held in Singapore or at such other place as the Board may


determine
from time to time.


 


(c)
Subject to any applicable law, Board Meetings may be held as physical meetings, or


conducted
by means of telephone or audio-visual conferencing or other methods of


simultaneous
communication by electronic, telegraphic or other means by which all


persons
participating in the meeting are able to hear and be heard at all times by all other


participants
without the need for a Director to be in the physical presence of the other


Directors
and participation in the meeting in this manner shall be deemed to constitute


presence
in person at such meeting. The Directors participating in any such meeting shall


be
counted In the quorum for such meeting and subject to there being a requisite quorum


at
all times during such meeting, all resolutions agreed by the Directors in such meeting


shall
be deemed to be as effective as a resolution passed at a Board Meeting in person of


the
Directors duly convened and held. A Board Meeting conducted by means of a


telephone
or a video conference or similar communications equipment is deemed to be


held
at the place agreed upon by the Directors attending the meeting, provided that at least


one
of the Directors present at the meeting was at that place for the duration of the meeting.


 


(d)
The Parties shall procure that their respective appointed Directors make their best efforts


to
attend all Board Meetings in person.


 


3.
7 Notice and Minutes of Board Meetings


 


(a)
Any Director may at any time, summon a Board Meeting by providing all the other


Directors
with at least 14 days' written notice before the date of the Board Meeting (or such


shorter
period of notice in respect of any particular meeting as may be agreed in writing by


all
the Directors). The notice requirement may be waived with the unanimous consent of


all
the Directors.


 


(b)
Each notice of a Board Meeting must:


 


(i)
specify the date and location of the Board Meeting; and


 


(ii)
set out, in reasonable detail, the agenda of the business to be discussed at the


Board
Meeting (accompanied by, where applicable, any relevant documents to be


discussed),


and
no Board Meeting shall vote on, discuss or resolve any matter not specified or referred


to
in the agenda unless all the Directors are present at the Board Meeting and have


otherwise
agreed to vote on, discuss or resolve such matter.


 


(c)
Discussions at each Board Meeting shall be duly recorded by such person as the Board


may
direct, and minutes of the Board Meeting shall be drawn up in English and circulated


to
all of the Directors within 14 days of the Board Meeting. Records of all meetings should


be
kept at the Company's registered office or at any other address as the Board may


determine.


 


3.8
Quorum for Board Meetings


 


(a)
No business shall be transacted at any Board Meeting unless a quorum is present






    	 	6	 



     


    

 





{b)
The quorum necessary for the transaction of business at a Board Meeting shall comprise


at
least 1 Director appointed by SPI.


 


(c)
If a quorum is not present at a Board Meeting within 30 minutes from the time specified for


the
meeting, or if during the meeting, a quorum is no longer present, then the meeting shall


be
adjourned to a date at least 7 days thereafter at the same time and place and the


quorum
for such adjourned meeting shall be the same as that stated in Clause 3.8(b). If a


quorum
is not present at such adjourned meeting within 30 minutes from the time specified


for
such adjourned meeting, or if during such adjourned meeting, a quorum is no longer


present,
then such adjourned meeting shall be further adjourned to a date at least 7 days


thereafter
at the same time and place and the Director(s) present for such further


adjourned
meeting shall constitute the quorum for such further adjourned meeting. No


more
than 2 such adjournments may be made in respect of a Board Meeting.


 


3.9
Chairman and Voting


 


(a)
The position of chairman of the Board (the "Chairman") shall be a Director nominated by


SPI
in accordance with Clause 3.3.


 


(b)
The Board shall decide on all matters by simple majority vote of all Directors present and


voting.
Each Director shall have one vote and in the event of an equality of votes, the


Chairman
shall have a second or casting vote.


 


3.1
Resolution in Writing


 


Subject
to any applicable law, a resolution in writing signed by a simple majority of the Directors


shall
be valid and effectual as if it had been passed at a Board Meeting duly convened and held


provided
that at least 7 days' written notice has been given to all the Directors. Any such


resolution
In writing may consist of several documents in like form each signed by one or more


of
the Directors. Such resolution in writing shall be effective as of the date of the resolution or if


the
resolution its signed in two or more counterparts, as of the last date appearing on the


counterparts.


 


4.
GENERAL MEETINGS OF THE COMPANY


 


4.1
Subject to this Clause 4, all meetings of the Shareholders (each a "General Meeting") shall take


place
in accordance with applicable law and the Constitution.


 


4.2
Either the Board or the Shareholders (where entitled to do so pursuant to the Constitution and


applicable
law) may convene a General Meeting by notice in writing to the Shareholders given in


accordance
with Clause 4.3.


 


4.3
Notice


 


(a)
Each Shareholder shall be entitled to receive not less than 14 days' written notice


(exclusive
of the date on which the notice is served or treated to be served, but inclusive


of
the day for which notice is given) of any General Meeting or such shorter period of notice


in
respect of any particular meeting as may be unanimously agreed in writing by all


Shareholders.


 


(b)
Each notice of a General Meeting shall:


 


(i)
specify the location, date and time of the meeting;


 


(ii)
set out, in reasonable detail, the agenda of the business to be discussed at the


meeting
(accompanied by, where applicable, any relevant documents to be


discussed);
and



    	 	7	 



     


    







(iii)
include, with reasonable prominence, a statement as to the rights of the member to


appoint
a proxy or proxies to attend and vote instead of the member, and that a


proxy
need not also be a member,


and
no General Meeting shall vote on, discuss or resolve any matter not specified or


referred
to in the agenda unless all Shareholders are present at the meeting and have


otherwise
agreed to vote on, discuss or resolve such matter.


 


4.4
Quorum


 


(a)
No business shall be transacted at any General Meeting unless a quorum is present at the


time
when the meeting proceeds to business.


 


(b)
The quorum necessary for the transaction of business at a General Meeting (including any


adjourned
General Meeting) shall comprise of at least a representative of SP!. For the


avoidance
of doubt, a quorum shall be present if only the representative of SP! is present


at
the General Meeting.


 


(c)
If a quorum is not present at a General Meeting within 30 minutes from the time appointed


for
holding the meeting, the General Meeting shall be adjourned to a date at least 7 days


thereafter
at the same time and place and the quorum for such adjourned meeting shall


be
the same as that stated in Clause 4.4(b). Notice of any adjourned General Meeting shall


be
given to each Shareholder at least 3 days prior to such adjourned General Meeting. If


a
quorum is not present at such adjourned General Meeting within 30 minutes from the


time
appointed for holding such adjourned meeting, the General Meeting shall be


dissolved.


 


4.5
Chairman


 


(a)
The chairman of all General Meetings shall be the Chairman.Subject to Clause 4.4, If the


Chairman
is not present et any General Meeting, the chairman for that General Meeting


shall
be a Shareholder elected by the Chairman for the purpose of being the chairman of


that
General Meeting.


 


(b)
The chairman of any General Meeting shall be entitled to a casting vote at any General


Meeting
in the event of an equality of votes on any matter.


 


4.6
Voting


 


Subject
to the Companies Act or the Constitution, all matters raised at a General Meeting save


in
respect of any Shareholder Reserved Matter shall be decided by a simple majority of the total


voting
rights of all Shareholders, present (whether personally or by proxy, attorney or other duly


authorised
representative) and voting. For the avoidance of doubt, the Shareholders shall not


take
any decision in relation to any of the Shareholder Reserved Matters save as set out in Clause


4.10.


 


4.7
Frequency and Location


 


(a)
General Meetings shall be held at such frequency as may be necessary for the effective


administration
and management of the Company, provided that at least 1 General Meeting


shall
be held each year.


 


(b)
All General Meetings shall be held in Singapore unless otherwise unanimously agreed by


the
Shareholders.


 


(c)
Subject to applicable law, a Shareholder may participate in a General Meeting by means


of
telephone or audio-visual conferencing or other methods of simultaneous


communication
by electronic, telegraphic or other means by which all persons participating


in
the meeting are able to hear and be heard at all times by all other participants and


participation
in this manner shall be deemed to constitute presence in person at such








    	 	8	 



     


    




 





meeting.
The Shareholders participating in any such General Meeting shall be counted in


the
quorum for such meeting and, subject to there being a requisite quorum at all times


during
such meeting, all resolutions agreed by the Shareholders in such meeting shall be


deemed
to be as effective as a resolution passed at a General Meeting in person duly


convened
and held. A General Meeting conducted by means of a telephone or a video


conference
or similar communications equipment is deemed to be held at the place agreed


upon
by the Shareholder(s) attending the meeting, provided that at least 1 of the


Shareholder(s)
present at the meeting was at that place for the duration of the meeting.


 


4.8
Resolution in Writing


 


A
resolution in writing shall have the same effect and validity as an ordinary resolution passed at


a
General Meeting duly convened and held. Such resolution in writing shall be effective as of the


date
of the resolution or if the resolution is signed in two or more counterparts, as of the last date


appearing
on the counterparts. The expressions ' in writing• and "signed" include approval by


electronic
or facsimile transmission.


 


4.9
Minutes


 


(a)
Discussions at each General Meeting shall be duly recorded by such person as the


chairman
of the meeting may direct Records of all meetings should be kept at the


Company's
registered office or at any other address as the Board may determine.


 


(b)
Proceedings of General Meetings and all papers, minutes and notices shall be in English.


 


4.10
Shareholder Reserved Matters


 


(a)
Each Party shall use their respective powers to ensure that no action or decision is taken


or
resolution passed in respect of those matters set out in Schedule 4 (the "Shareholder


Reserved
Matters•), save with the consent of a minimum of 50% of the voting rights of


the
GSL Shareholders. or a minimum of at least 7.5% voting rights of the 15% shareholding


that
the GSL Shareholders hold in the Company (either at a General Meeting or in writing).


 


(b)
Any Director or Shareholder who has a direct or indirect interest in any matter set out in


Schedule
4 shall be obliged to declare the nature of such interest and shall once such


interest
has been declared be entitled to vote on that matter.


 


5.
FINANCING


 


5.1
The Company shall, as far as reasonably practicable, be self-financed from the cash flow of the


Business.


 


5.2
If the Company requires additional finance, such additional financing shall be obtained, so far as


reasonably
practical, in the following order of preference:


 


(a)
first, by way of the Company's internal resources;


 


(b)
second, by way of external borrowings from banks, financial institutions and/or other third


parties
on the most favourable terms reasonably obtainable as to interest, repayment and


security;


 


(c)
third, by way of loans obtained from the Shareholders; and


 


(d)
fourth, by way of issue of new Shares or other securities in the Company to the


Shareholders
and/or other third parties.


 


5.3
The Shareholders agree that any future issuance of Shares shall be carried out at a minimum


share
price of US$2,500. For example, if SPI injects US$5,000,000 into the Company, SPI will








    	 	9	 



     


    




 





subscribe
for 2,000 Shares at a price of USS2,500 per Share and the total number of Shares in


the
share capital of the Company will be increased to 12,000 Shares.


 


5.4
If any undertaking, guarantee or security is required in relation to any financing obtained by the


Company,
the Shareholders agree that such undertaking, guarantee or security shall be, to the


extent
practically possible, provided by the Company.


 


5.5
For the avoidance of doubt, unless otherwise agreed, no Shareholder shall be obliged to provide


any
further funds to finance the Business.


 


6
.. DIVIDEND POLICY


 


6.1
Subject to Clause 6.2, the Constitution and any applicable law, the profits of the Company in


respect
of each Financial Year, or such percentage thereof, may be paid out as dividends to the


Shareholders
in accordance with their Shareholding Proportion at such time and in such amounts


as
the Board may determine from time to time.


 


6.2
The Parties agree that the Company shall not declare, pay or make any dividend or other


distribution
which is or would be prohibited by the Companies Act.


 


7.
ISSUE OF NEW SHARES


 


7.1
If the Company proposes to issue and allot new Shares (the 'New Shares"), each Shareholder


shall
be notified in writing of such issuance, the number of the New Shares to be issued, the


terms
of the issue and the subscription price per Share of the New Shares.


 


7.2
The New Shares shall be offered to each Shareholder in their respective Shareholding Proportion,


and
in accordance with the Constitution and any applicable law (a "Subscription Offer").


 


7.3
A Subscription Offer may be accepted by a Shareholder as to some or all of the New Shares


comprised
in such Subscription Offer within 30 days from the date of the Subscription Offer and


failing
such acceptance shall be deemed to be declined.


 


7.4
Where a Subscription Offer is declined or deemed to have been declined, the other Shareholder(s)


who
have so accepted their respective Subscription Offers in full shall, for a further period of 30


days
following the 30-day period mentioned in Clause 7.3, have the option but not the obligation


to
subscribe for its Pro Raia Share of the New Shares that have been declined or deemed to be


declined
by the other Shareholder(s) (the "Declined Shares' ). If any Declined Shares remain


unsubscribed
following the operation of this Clause 7.4, then this Clause 7.4 shall operate mutalis


mutandis
on a repeated basis until such time as either: (a) none of the Shareholders exercises


its
right to subscribe for Declined Shares; or (b) all such Declined Shares have been allocated


for
subscription.


 


For
the purposes of this Clause 7.4, a Shareholder's "Pro Rata Share" of any Declined Shares


shall
be equal to (i) the total number of Declined Shares multiplied by (ii) a fraction, the numerator


of
which shall be the aggregate number of Shares held by such Shareholder on the date of the


Subscription
Offer and the denominator of which shall be the total number of Shares held on


such
date by all Shareholders who have not previously declined to exercise their rights under this


Clause
7.4 in relation to such Declined Shares.


 


7
..5 Any Declined Shares not accepted for purchase under Clause 7.4 may be offered for subscription


to
non-Shareholders on terms no more favourable than those comprised in the Subscription Offer


for
a period not exceeding 6 months from the expiration of the later of the period for acceptance


in
Clause 7.3 and, if applicable, Clause 7.4, provided that such an offer will be conditional on:


(a)
the non-Shareholder not being a Competitor of the Company and not possessing interests


which
may conflict (directly or indirectly) with or are detrimental to the Business, unless the








    	 	10	 



     


    




 





prior
written unanimous consent of all the other Shareholder(s) is obtained at a General


Meeting
or pursuant to a resolution in writing;


 


(b)
the procurement of all consents, authorisations, orders or approvals from any state,


government
or regulatory body or any other person to whom the Company owes an


obligation
to in relation to any change of its Shareholders; and


 


(c)
the non-Shareholder executing a Deed of Ratification and Accession prior to the


contemplated
issuance.


 


8.
TRANSFER OF SHARES


 


8.1
No Shareholder shall. whether directly or indirectly, Transfer any of its Shares save as in


accordance
with the terms and conditions as set out in this Clause 8.


8.2
General


 


(a)
The Transfer shall be conditional on:


 


(i)
the transferee not being a Competitor and not possessing interests which may


conflict
(directly or indirectly) with or are detrimental to the Business, unless the prior


written
unanimous consent of all the other Shareholder(s) is obtained at a General


Meeting
or pursuant to a resolution in writing;


 


(ii)
the procurement of all consents. authorisations, orders or approvals from any state,


government
or regulatory body or any other person to whom the Company owes an


obligation
to in relation to any change of its Shareholders;


 


(iii)
the Transfer not being prohibited by, or a breach of, any applicable law to which the


Parties
may be bound: and


 


(iv)
the transferee executing a Deed of Ratification and Accession prior to the


contemplated
Transfer if such transferee is not already bound by the provisions of


this
Agreement.


 


(b)
The Transfer shall be of the entire legal and beneficial interest in such Shares, free from


any
Encumbrances.


 


(c)
Any costs and expenses arising from or in connection to a Transfer of any Shares


{including
stamp duty) shall be borne by the transferor unless otherwise agreed in writing


between
the relevant parties involved in the Transfer.


 


8.3
Right of First Refusal


 


Any
Shareholder {the "Selling Shareholder") intending to Transfer its Shares to a third party {the


"Third
Party Purchaser") shall grant to the other Shareholder(s) (the "Non-Selling


Shareholders")a
right of first refusal with respect to the Shares held by such Selling Shareholder


in
accordance with the following procedure set out in this Clause 8.3.


 


(a)
The Selling Shareholder shall deliver a notice in writing of such intention (the "Transfer


Notice")
to the Non-Selling Shareholders, stating the identity of the intended Third Party


Purchaser,
the number of Shares that the Selling Shareholder intends to Transfer (the


"Transfer
Shares"), the intended price per Transfer Share (the "Prescribed Price") and


any
other material terms agreed between the Selling Shareholder and the Third Party


Purchaser.
Additionally, the Transfer Notice shall provide an offer (the "Transfer Offer")


to
the Non-Selling Shareholders to purchase the Transfer Shares pro rata and further


specify
a period (the "Offer Period") being not less than 30 days from the date of the


Transfer
Notice within which the Transfer Offer must be accepted or (in default of








    	 	11	 



     


    

 








acceptance)
will lapse.


 


(b}
The Non-Selling Shareholders must elect, by written reply to the Selling Shareholder within


the
Offer Period, to purchase all or part of the Transfer Shares, upon the terms specified


in
the Transfer Notice (the "Acceptance Notice'). If any of the Non-Selling Shareholders


fails
to give such Acceptance Notice within the Offer Period, it shall be deemed to have


declined
the Transfer Offer in full.


 


(c)
Where a Transfer Offer (or any part thereof) is declined or deemed to have been declined,


the
Selling Shareholder shall give notice, within 7 days of the expiry of the Offer Period, to


the
other Non-Selling Shareholders who have so accepted their respective Transfer Offers


in
full (the "Accepting Shareholders") of the number of Transfer Shares that have been


declined
or deemed to be declined (the · oeclined Transfer Shares"). Such Accepting


Shareholders
shall, for a further period of 30 days from the date of the notice of the


Declined
Transfer Shares (the "Second Offer Period' ), have the option to accept some


or
all of the Declined Transfer Shares. Should there be more Declined Transfer Shares


applied
for than are available, they shall be allocated to the Accepting Shareholders as


nearly
as the circumstances admit, in the same proportion that the number of Shares held


by
each of the Accepting Shareholders on the date of the Transfer Offer bears to the total


number
of Shares held by all the Accepting Shareholders on such date or such other


proportion
as may be agreed in writing between the Accepting Shareholders.


 


(d)
If a Non-Selling Shareholder accepts any Transfer Shares in accordance with Clauses


8.3(b)
and/or 8.3(c), the Non-Selling Shareholder shall beccme bound to pay the


Prescribed
Price in relation to the number of Transfer Shares to be acquired by the NonSelling


Shareholder
within 14 days of the expiration of the Second Offer Period (or if there


is
no Second Offer Period, within 14 days of the expiration of the Offer Period) and the


Selling
Shareholder shall be bound (upon payment therefor) to Transfer such Shares to


the
Non-Selling Shareholder.


 


(e)
If in any case the Selling Shareholder after having become bound as aforesaid makes


default
in Transferring the Shares, the Company may receive the purchase money and the


Selling
Shareholder shall be deemed to have appointed any one Director or the secretary


of
the Company as its agent to execute a Transfer of the Shares to the Non-Selling


Shareholder(s),
and upon the execution of such Transfer the Company shall hold the


purchase
money on trust for the Selling Shareholder.


 


(f)
The receipt by the Company of the purchase money shall be a good discharge to the NonSelling


SharehOlder,
and after the Non-Selling Shareholder's name has been entered in


the
register of members in purported exercise of the power in Clause 8.3(e), the validity of


the
proceedings shall not be questioned by any person.


 


(g)
If any Transfer Shares specified in a Transfer Notice remain unsold at the expiration of the


Seccnd
Offer Period (or if there is no Second Offer Period, at the expiration of the Offer


Period)
(the "Remaining Transfer Shares"), the Selling Shareholder may during the 6-


month
period following the expiration of the Offer Period (or the Second Offer Period, as


the
case may be), offer all (and not some only) of the Remaining Transfer Shares to the


 


Third
Party Purchaser:


 


(i)
subject to the Tag-Along Right of the other Shareholder(s); and


 


(ii)
at a price not less than the Prescribed Price, and upon terms not more favourable


to
the Third Party Purchaser than those specified in the Transfer Notice.


 


8.4
Tag-Along Right


 


(a)
If the Remaining Transfer Shares amount to more than 50% of the total number of Shares.


the
Selling Shareholder shall be obliged to:


 


(i)
inform the Third Party Purchaser that each of the other Non-Selling Shareholders








    	 	12	 



     


    




 





have
the right, but not the obligation, to participate by selling up to a maximum


number
of its Shares equivalent to a proportion of the Remaining Transfer Shares


that
is, as nearly as the circumstances admit, in the same proportion that the number


of
Shares held by the Non-Selling Shareholder bears to the total number of Shares


(the
"Tag-Along Right"); and


 


(ii)
within 7 days of making the offer to the Third Party Purchaser pursuant to Clause


8.3(g),
serve a written notice to the Non-Selling Shareholders (the "Tag-Along Offer


Notice").


 


(b)
Each Non-Selling Shareholder may exercise its Tag-Along Right by giving written notice


to
the Selling Shareholder within 14 days after the date of the Tag-Along Offer Notice,


stating
the number of Shares that the Non-Selling Shareholder wishes to Transfer to the


Third
Party Purchaser (the •rag-Along Shares").


 


(c)
If no Non-Selling Shareholder exercises its Tag-Along Right within 14 days after the date


of
the Tag-Along Offer Notice, the Selling Shareholder shall be free to complete the


Transfer
of the Remaining Transfer Shares to the Third Party Purchaser.


 


(d}
If any Non-Selling Shareholder does exercise its Tag-Along Right in accordance with


Clause
8.4(b), the Selling Shareholder shall not agree to Transfer the Remaining Transfer


Shares
to the Third Party Purchaser:


 


(i)
before the expiry of the 14-day period referred to in Clause 8.4(b); and


 


(ii)
if any Tag-Along rights are exercised in accordance with Clause 8.4(b), unless the


Third
Party Purchaser agrees to purchase all of the Tag-Along Shares on terms and


conditions
no less favourable than the terms and conditions applicable to the


Transfer
of the Remaining Transfer Shares from the Selling Shareholder to the Third


Party
Purchaser.


 


(e)
If the Selling Shareholder does not enter into an agreement with the Third Party Purchaser


for
the sale of the Remaining Transfer Shares (and the Tag-Along Shares, if any) within 6


months
from the expiration of the Offer Period (or the Second Offer Period, as the case


may
be), or if such sale is not completed within 30 days following the execution of such


agreement,
then the right of the Selling Shareholder to Transfer the Remaining Transfer


Shares
to the Third Party Purchaser shall lapse and if the Selling Shareholder


subsequently
wishes to Transfer the Remaining Transfer Shares, it shall be required to


make
a new offer to the other Shareholder(s) in accordance with Clause 8.3.


 


8.5
Drag-Along Right


 


(a)
Notwithstanding Clause 8.3, if the Shareholders who have an aggregate Shareholding


Proportion
of at least 86% (the "Drag-Along Transferors") propose to Transfer (whether


as
a single transaction or a series of related transactions) at least 86% of the Shares in a


bona
fide sale to a third party (the "Drag-Along Transferee') on arm's length terms, the


Drag-Along
Transferors shall have the right (but not an obligation) to require the other


Shareholder(s)
(the "Drag-Along Shareholders") to sell up to a pro-rata proportion of their


Shares
(the "Drag-Along Shares") to the Drag-Along Transferee in accordance with the


provisions
of this Clause 8.5 with the intention that the Drag-Along Shareholders may only


be
required to sell an equal proportion of their shares to the Drag-Along Transferee (as


compared
against the Drag-Along Transferor proposing to transfer the smallest proportion


of
their shares among all the Drag-Along Transferors as a group).


 


(b)
If the Drag-Along Transferors choose to exercise the drag-along right under Clause 8.5(a),


they
shall provide notice in writing of such intention to the Drag-Along Shareholders and


the
Company (the "Drag-Along Notice') which specifies:


 


(i)
that the Drag-Along Shareholders are required to transfer all of the Drag-Along


Shares
pursuant to this Clause 8.5;








    	 	13	 



     


    




 





(ii)
the identity and particulars of the Drag-Along Transferee;


 


(iii)
the price per Drag-Along Share, which must be the same as the price per Share


agreed
between the Drag-Along Transferors and the Drag-Along Transferee;


 


(iv)
the terms of such Transfer, which must be the same as the terms agreed between


the
Drag-Along Transferors and the Drag-Along Transferee; and


 


(v)
the proposed date of the Transfer.


 


(c)
Upon receiving the Drag-Along Notice and subject to Clause 8.5(d), the Drag-Along


Shareholders
shall be obliged to Transfer the Drag-Along Shares to the Drag-Along


Transferee
at the price and on the terms set out in the Drag-Along Notice.


(d)
The obligation of the Drag-Along Shareholders to Transfer the Drag-Along Shares to the


Drag-Along
Transferee in accordance with Clause 8.5(c) shall be conditional on:


 


(i)
the price per Drag-Along Share being the same as the price per Share agreed


between
the Drag-Along Transferors and the Drag Along Transferee; and


 


(ii)
such Transfer being on the same terms as those agreed between the Drag-Along


Transferors
and the Drag-Along Transferee.


 


(e)
If any of the Shareholders defaults in Transferring the Shares to be Transferred by it


pursuant
to the drag-along process set out in this Clause 8.5, such defaulting Shareholder


shall
be deemed to have irrevocably appointed any one Director or the secretary of the


Company
to be its agent to execute all necessary Transfer(s) of its Shares on its behalf


and
against receipt of the consideration payable for such Shares (which shall be held on


trust
for the defaulting Shareholder), the Company shall deliver such Shares to the Third


Party
Purchaser and the Directors shall forthwith register the Third Party Purchaser as the


holder
thereof and the validity of such proceedings shall not be questioned or challenged


by
any person.


 


8.6
Void Transfers


 


Any
purported Transfer of Shares by a Shareholder in violation of this Agreement shall be null


and
void and be of no force and effect and the purported transferees shall have no rights or


privileges
in or with respect to the Company or the Shares purported to have been so Transferred.


The
Company shall refuse to recognise any such Transfers of Shares and shall not reflect on its


records
any change in ownership of such Shares purported to have been so transferred.


 


8.
7 Exceptions


 


The
provisions of this Clause 8 shall not apply in connection with any Transfer of Shares pursuant


to
and in accordance with:


 


(a)
where it is intended for GSL to be struck off, wound up, or deregistered, a lawful distribution


in
specie by GSL to its shareholders whose particulars are set out in Schedule 3 (the "GSL


Shareholders'),
save that the provisions of Clause 8.2 (save for Clauses 8.2(a)(i) and


8.2(a)(ii))
shall apply in respect of such Transfer; or


 


(b)
such other exceptions as the Shareholders may agree in writing from time to time.


 


9.
CONFIDENTIALITY


 


9.1
Each Party undertakes to the other Parties that it shall (and shall procure that its Representatives


shall):








    	 	14	 



     


    




 





(a)
not, without the prior written consent of the other Parties, use or disclose to any person


Confidential
Information it has or acquires; and


(b)
make reasonable efforts to prevent the use or disclosure of Confidential Information.


 


9.2
The confidentiality obligations under Clause 9.1 shall not apply to:


 


(a)
any information that the Parties mutually agree in writing is not confidential;


 


(b)
any information obtained which becomes generally known to the public, other than by


reason
of any wilful or negligent act or omission of a Party or its Representatives;


 


(c)
any information which is required to be disclosed by a Party pursuant to any applicable


laws
or any requirement of any competent governmental or statutory authority or pursuant


to
rules or regulations of any relevant regulatory, administrative or supervisory body


(including
without limitation, any relevant stock exchange, central monetary authority, or


securities
council), provided that prior written notice is given to the other Parties of the


contents
and timing of such disclosure or where such prior written notice is not practical,


contemporaneous
written notice of such disclosure;


 


(d)
any information which is required to be disclosed pursuant to any legal process issued by


any
court or tribunal whether In Singapore or in any other applicable jurisdiction;


 


(e)
any information disclosed by the Parties in confidence to their Representatives for a


purpose
reasonably incidental to this Agreement;


 


(f)
any information which was available to the receiving Party on a non-confidential basis


before
disclosure by the disclosing Party;


 


(g)
information obtained by a Party from a third party lawfully in possession of such information


and
without any breach of such third party's obligations of confidentiality; and


 


(h)
information which is independently developed by a Party from information provided or


obtained
other than pursuant to or in connection with Agreement, provided such


independent
development can be proved by documentary evidence.


 


9.
3 The obligations contained in this Clause 9 shall endure, notwithstanding the cessation or


termination
of this Agreement, without limit in point of time.


 


10.
TERMINATION


 


10.1
This Agreement shall take effect from the date hereof and shall cease and determine:


 


(a)
in respect of all Parties, upon:


 


(i)
termination by written agreement of all Parties;


 


(ii)
when, as a result of a Transfer of Shares made in accordance with this Agreement,


only
1 person remains as legal and beneficial holder of the Shares;


 


(iii)
an initial public offering or trade sale of the Company;


 


(iv)
the Company being subject to an Insolvency Event; or


 


(v)
a new agreement is entered into with the unanimous consent of all Parties and such


new
agreement expressly provides for the new agreement to supersede this


Agreement;
and








    	 	15	 



     


    




 





(b)
in respect of any Shareholder, upon that Shareholder ceasing to be the legal and beneficial


owner
of any Shares.


 


10.2
The termination of this Agreement however caused and/or the ceasing of any Shareholder to


hold
any Shares shall be without prejudice to any obligations or rights of any of the Parties hereto


which
have accrued prior to such termination or cessation, and shall not affect any Surviving


Provision
which shall continue to apply to all Parties after such termination or cessation.


 


11.
SPIRIT AND INTENTION OF THIS AGREEMENT


 


In
entering into this Agreement, the Parties recognise that it is impractical to make provision for


every
contingency that may arise in the course of the observance or performance thereof.


Accordingly,
the Parties hereby declare it to be a cardinal principle of this Agreement and it to be


their
common intention that this Agreement shall operate between them with fairness and if in


the
course of the performance of this Agreement unfairness to a Party is disclosed or anticipated


then
the Parties shall use their best endeavours to agree upon such action as may be necessary


and
equitable to remove the cause(s) of the same.


 


12.
PERFORMANCE OF THIS AGREEMENT


 


12.1
Each Shareholder undertakes with all other Shareholder(s) to perform and observe and (so far


as
it is able by the exercise of voting rights or otherwise so to do) to procure the Company,


through
the Directors appointed by each of them respectively, to perform and observe, all the


provisions
of this Agreement and to take all necessary steps on its part to give full effect to the


provisions
of this Agreement and the provisions of the Constitution.


 


12.2
The Company and the Directors shall have the full legal right and authorisation to take all


necessary
actions for the execution, delivery and the performance of any obligations arising


under
this Agreement, on behalf of any of the Shareholders.


 


13.
EQUITABLE RELIEF


 


The
Parties agree that monetary damages may not be a sufficient remedy for the damage which


may
accrue to a Party by reason of failure by any other Party to perform certain of its obligations


hereunder.
Therefore, any Party shall be entitled to seek equitable relief, including an injunction


or
specific performance, to enforce such obligations against such other Party.


 


14.
ASSIGNMENT


 


Save
as otherwise provided in Clause 8.7(a), no Party shall assign, transfer, charge or otherwise


deal
with any or all of its rights under this Agreement nor grant, declare, create or dispose of any


right
or interest in it without the prior written consent of the other Parties.


 


15.
COSTS


 


15.
1 Save as otherwise provided in this Agreement, each Party shall bear its own costs and expenses


incurred
in connection with the preparation, negotiation and entry into of this Agreement,


including
any legal costs.


 


15.2
For the avoidance of doubt and save as otherwise agreed by the Parties in writing:


(a)
any fees, cost and expenses incurred in the establishment and operations of the Company


shall
be borne by the Company; and








    	 	16	 



     


    




 





(b)
any tax, charges or stamp duty payable by any Party or the Company arising out of or in


connection
with this Agreement shall be borne by the respective Party or the Company in


accordance
with applicable law.


 


16.
NOTICES


 


16.1
All notices and other communications to be given, served or made under or in connection with


this
Agreement shall be in writing in English, signed by an authorised person of the sender, and


delivered
by hand, sent by pre-paid post, or sent by email, to the Parties at their respective


address
indicated as follows (or to such other address as a Party may notify the other Parties of


in
accordance with this Clause 16):


 


Attention:
Dennis Nguyen


Address:
701 S. Carson Street, Suite 200, Carson City, NV 89701


Email:
dennis@thesocietypass.com


Attention:
Loic Gautier and Pierre-Antoine Brun


Address:
31 /F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay,


Hong
Kong


Email:
Loic.Gautier@ymail.com/ pierre@leflair.vn


 


The
Company


 


Attention:
Dennis Nguyen


Address:
11 Collyer Quay #14-06 The Arcade Singapore 049317


Email:
dennis@thesocietypas.s.com


 


16.2
A Party may change its details given in Clause 16.1 by giving written notice to the other Parties,


the
change taking effect for the Party 5 Business Days after the deemed receipt of the notice.


 


16.3
A notice or other communication made or given by one Party to the other Parties in accordance


with
this Clause 16 shall be effected and deemed to have been duly given, served or made:


 


(a)
if delivered by hand, on signature of a delivery receipt or at the time the notice or other


communication
is left at the relevant address;


 


(b)
if sent by any delivery service providing proof of delivery, at the time recorded by the


delivery
service; and


 


(c)
if sent by email, on the date and at the time recorded on the face of the email as having


been
sent by the sending Party,


provided
that in each case where service occurs after 6:00pm on a Business Day or on a day


which
is not a Business Day, service shall be deemed to occur at 9:00am on the next following


Business
Day.








    	 	17	 



     


    




 





16.4
In proving such email service, it shall be sufficient to prove that an email was delivered to any


Party
where an email confirmation note indicates that the transmission was successful and has


been
read.


 


17.
ENTIRE AGREEMENT


 


17
..1 The Parties agree that this Agreement shall constitute the entire agreement between them with


respect
to the subject matters of this Agreement, and shall supersede all prior or


contemporaneous
proposals, agreements and all other communications (whether written or oral,


express
or implied) entered into between the Parties in respect of the matters dealt with herein.


 


17.2
Nothing in this Clause 17 shall limit or exclude any liability for fraud or fraudulent


misrepresentation.


 


18.
AGREEMENT TO PREVAIL


In
the event of any conflict between the provisions of this Agreement and the provisions of the


Constitution.
the provisions of this Agreement shall prevail and the Shareholders shall forthwith


cause
such necessary alterations to be made to the Constitution as are required so as to remove


such
conflict.


 


19.
REMEDIES AND WAIVER


 


19.1
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of


any
other remedy which is otherwise available at law, in equity, by statute or otherwise and each


and
every other remedy shall be cumulative and shall be in addition to every other remedy given


hereunder
or now or hereafter existing at law, in equity, by statute or otherwise. The election of


any
one or more of such remedies by any Party shall not constitute a waiver by such Party of the


right
to pursue other available remedies.


 


19.2
A waiver of any term, provision or condition of, or consent granted under, this Agreement shall


be
effective only if given in writing and signed by the waiving or consenting Party and then only


in
the instance and for the purpose for which it is given.


 


19.3
The failure by any Party at any time to exercise, or delay on its part in exercising, any right or


remedy
under this Agreement or to require performance by the other Parties or to claim a breach


of
any term of this Agreement shall not be deemed to be a waiver of such or any other rights or


remedies
available to him, nor will any single or partial exercise of any right or remedy preclude


any
other or further exercise thereof or the exercise of any other right or remedy.


 


20.
AMENDMENTS


 


No
amendment, modification of or addition to any provision of this Agreement shall be effective


unless
mutually agreed, made in writing and signed by the duly authorised Representatives of all


Parties.


 


21.
COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, and by each Party on separate


counterparts.
Each counterpart is an original, but all counterparts shall together constitute one


and
the same instrument. Delivery of a counterpart of this Agreement by email attachment shall


be
an effective mode of delivery.








    	 	18	 



     


    

 





22.
SEVERABILITY


 


If
any term of this Agreement or the application of any such term is held by a court of competent


jurisdiction
to be wholly or partly illegal, invalid or unenforceable, the same shall be deemed to


be
deleted from this Agreement and be of no force and effect, whereas the other terms hereof


shall
remain in full force and effect as if such term had not originally been contained in this


Agreement.
In the event of such deletion, and if the commercial basis of this Agreement is,


whether
by reason of any illegality or change in circumstances, substantially altered, the Parties


shall
review and agree on revisions mutually acceptable to them which shall most closely reflect


their
original intent and purposes in place of the terms so deleted.


 


23.
ILLEGALITY


 


The
illegality, invalidity or unenforceability of any provision of this Agreement under the law of


any
jurisdiction shall not affect its legality, validity or enforceability under the law of any other


jurisdiction.


 


24.
NO PARTNERSHIP


 


Nothing
contained in or relating to this Agreement shall or shall be deemed to constitute any


partnership,
agency or fiduciary relationship between any of the Parties and no Party shall have


any
authority to act for or to assume any obligation or responsibility on behalf of any other Party.


 


25.
THIRD PARTY RIGHTS


 


Save
as otherwise provided in this Agreement, nothing in this Agreement is intended to grant to


any
third party any right to enforce any term of this Agreement or to confer on any third party any


benefits
under this Agreement and, to the fullest extent permissible under any applicable law,


this
Agreement excludes the operation of any statute or law that confers any third party rights,


including
the Contract (Rights of Third Parties) Act (Chapter 53B).


 


26.
GOVERNING LAW AND JURISDICTION


 


26.1
This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter


or
its formation (including non-contractual disputes or claims), shall be governed by and


construed
in accordance with the laws of Singapore.


 


26.2
The Parties agree that the courts of Singapore shall have exclusive jurisdiction to settle any


dispute
or claim arising out of or in connection with this Agreement, its subject matter or its


formation
(including non-contractual disputes or claims).


 


(the
rest of this page is intentionally left blank)








    	 	19	 



     


    

 





	SPI	 	 
	 	 	 
	SIGNED
    for and on behalf of SOCIETY PASS INCORPORATED in the presence of:	 	/s/
    Dennis Nguyen
	 	 	Name:
    Dennis Nguyen
	/s/
    Nancy Thede (signed)	 	Title:
    Director
	Witness
    Name: Nancy Thede	 	 
	NRIC/PP:	 	 
	Address:
    32 Gondoliers Bluff, Newport Couast, CA 92657	 	 
	 	 	 
	GSL	 	 
	 	 	 
	SIGNED
    for and don behalf of GOODVENTURES SEA LIMITEDin the presence of:	 	/s/
    Pierre-Antoine Frank Jacques Brun
	 	 	Name:
    Dennis Nguyen
	/s/
    Loic Gautier (signed)	 	Title:
    Director
	Witness
    Name: Loic Gautier	 	 
	NRIC/PP:
    18AD97127	 	 
	Address:
    ASTERI ANH PHU B0907, 171 XA LO HA NOI, THAO DIEN, HCMC	 	 
	 	 	 
	 The
    Company	 	 
	 	 	 
	SIGNED
    for and on behalf of SOPA TECHNOLOGY PTE. LTD. in the presence of:	 	/s/
    Dennis Nguyen
	 	 	Name:
    Dennis Nguyen
	 	 	Title:
    Director
	 	 	 
	/s/
    Nancy Thede (signed)	 	 
	Witness
    Name: nancy These	 	 
	NRIC/PP:	 	 
	Address:
    32 Gondoliers Bluff, Newport Couast, CA 92657	 	 


 






    	 	20	 



     


    

 





Definitions


SCHEDULE
1


DEFINITIONS
AND INTERPRETATION


 


In
this Agreement, unless the context otherwise requires, the following words and expressions shall


have
the following meanings:


 


"Acceptance
Notice' has the meaning given to it in Clause 8.3(b);


 


"Accepting
Shareholders" has the meaning given to it in Clause 8.3(c);


 


"Asset
Purchase Agreement" means the asset purchase agreement entered into between GSL


and
the Company on 15 February 2021;


 


"Board"
means the board of directors of the Company for the time being and from time to time;


 


"Board
Meeting· has the meaning given to it in Clause 3.6(a);


 


"Business•
has the meaning given to it in Clause 2.1;


 


'
Business Day" means a day other than a Saturday or Sunday or public holiday in Singapore on


which
banks are open in Singapore for general commercial business;


 


"Chainnan"
has the meaning given to it in Clause 3.9(a);


 


"Companies
Act" means the Companies Act (Chapter 50) of Singapore, as may be modified,


amended
or re-enacted from time to time;


 


"Competitor"
means a person who or a party which possesses interests that may directly or


indirectly
conflict or compete with the Company, and who or which if allowed to become a


Shareholder,
is likely to use its position as a Shareholder to promote the Shareholder's competing


business
to the detriment of the Company or its material subsidiaries;


 


“Completion"
means the completion of the subscription by GSL of 1,500 Shares in accordance


with
the terms of the Asset Purchase Agreement;


 


"Confidential
Information" means any information which is proprietary and confidential to a


Party
including the terms and conditions of this Agreement, information regarding the Company's


business
operations, financial information, analyses, products, processes, forecasts, studies,


methodologies,
plans, intentions, projections, ideas (whether patentable or not), trade secrets


and
other Intellectual Property Rights, market opportunities, suppliers and vendors, clients


(potential
and/or actual) and any other person having dealings with the Company, marketing


activities,
records, finances, personnel, and other business model/strategies and other


commercial
information, whether such material is marked as being confidential or is by its nature


intended
to be exclusively for the knowledge of the recipient alone and includes all information


obtained
by or disclosed to the Parties in connection with this Agreement;


 


“Constitution•
means the Company's constitution as may be amended from time to time in


accordance
with this Agreement and with the applicable law;


 


“Control"
means, in respect of an entity other than a natural person, the possession, directly or


Indirectly,
of the power to direct or cause the direction of the management and policies of that


entity,
through the ownership of securities representing a majority of the voting power of such


company
or otherwise, and "Controlling" and "Controlled' shall be construed accordingly;


 


"Declined
Shares' has the meaning given to it in Clause 7.4;








    	 	21	 



     


    

 





"Declined
Transfer Shares· has the meaning given to it in Clause 8.3(c);


 


"Deed
of Ratification and Accession" means the deed to be executed by a purchaser,


transferee
or subscriber of shares in the capital of the Company under which he agrees to be


bound
by, and shall be entitled to the benefit of, this Agreement, as if he is an original party


hereto,
substantially in the form set out in Schedule 5;


 


"Directors"
means the directors of the Company appointed from time to time in accordance with


the
provisions of this Agreement, and "Director" means any one of them;


 


“Encumbrance"
means any mortgage, claim, charge (fixed or floating), pledge, lien,


hypothecation,
guarantee, right of set-off, trust, assignment, right of first refusal, right of preemption,


option,
restriction or other encumbrance or any legal or equitable third party right or


interest
including any security interest of any kind or any type of preferential arrangement (or any


like
agreement or arrangement creating any of the same or having similar effect);


 


"Financial
Year" means the financial period of the Company commencing on 1 January and


ending
on 31 December;


 


"General
Meeting" has the meaning given to it in Clause 4.1;


 


"GSL
Shareholders• has the meaning given to it in Clause 8.7(a);


 


"Insolvency
Event' means:


 


(a)
in relation to any natural person:


 


(i)
he is deemed to be insolvent or unable, or admits his inability to pay his debts as


they
fall due or becomes insolvent or a moratorium is declared (or sought by such


person)
in relation to any of his indebtedness;


 


(ii)
any encumbrancer or creditor takes possession of, or a receiver, is appointed over


or
in relation to, all or any material part of his assets;


 


(iii)
the taking of any step by such person with a view to a composition, moratorium,


assignment
or similar arrangement with any of his creditors; or


 


(iv)
there occurs in relation to him or any of his assets in any relevant jurisdiction any


event
which corresponds with, or is equivalent or analogous to, those mentioned in


paragraphs
(i) to (iii) of this paragraph (a); and


 


(b)
in relation to any entity other than a natural person:


 


(i)
any admission by such entity of its inability to pay its debts as they fall due, or the


suspension
of payment of any of its debts (other than where it is disputing such


payment
in good faith) or the announcement of its intention to do so;


 


(ii)
the taking of any step by such entity with a view to a composition, moratorium,


assignment
or similar arrangement with any of its creditors;


 


(iii)
the taking of any step by such entity to petition for, or to file documents with the court


for,
its winding-up, administration (whether out-of-court or otherwise) or dissolution


or
any such resolution being passed;


 


(iv)
the taking of any step by such entity with a view to appointing a liquidator, trustee in


bankruptcy,
judicial custodian, compulsory manager, receiver, administrative


receiver,
administrator (whether out-of-court or otherwise) or similar officer; or


 


(v)
there occurs in relation to it or any of its assets in any relevant jurisdiction any event


which
corresponds with, or is equivalent or analogous to, those mentioned in paragraphs


(i)
to (iv) of this paragraph (b);




 








    	 	22	 



     


    

 





“Intellectual
Property Rights" means the trade secrets, patents, trade marks, service marks,


logos,
get-up, trade names, internet domain names, rights in designs, copyright (including rights


in
computer software), moral rights, database rights, semi-conductor topography rights, utility


models,
rights In know-how and all similar rights or forms of protection having similar effect and


in
each case: (a) whether registered or not; (b) including any applications to protect or register


such
rights; (c) including all renewals and extensions of such rights or applications, whether


vested,
contingent or future; and (d} wherever existing;


 


"Leflair
IPRs"has the meaning given to it in Clause 2.3(a);


 


"New
Shares• has the meaning given to it in Clause 7.1;


 


“Non-Selllng
Shareholders" has the meaning given to it in Clause 8.3;


 


"Offer
Period" has the meaning given to it in Clause 8.3(a);


 


"Prescribed
Price" has the meaning given to it in Clause 8.3(a);


 


"Remaining
Transfer Shares" has the meaning given to it in Clause 8.3(g);


 


"Representatives·
means, in relation to a Party, the directors. officers, employees, agents,


advisors,
accountants and consultants of that Party;


 


"Second
Offer Period"has the meaning given to It in Clause 8.3(c);


 


"Selling
Shareholder" has the meaning given to it in Clause 8.3;


 


"Shareholder"
means a member whose name is entered in the register of members of the


Company
as a holder of Shares (collectively referred to as "Shareholders' );


 


"Shareholder
Reserved Matters' has the meaning given to it in Clause 4.10(a);


 


"Shareholding
Proportion" means in relation to each Shareholder, the number of Shares held


by
and beneficially owned by it as a proportion of the total number of issued and paid-up Shares


held
by and beneficially owned by Shareholders from time to time;


 


"Shares•
means the ordinary shares for the time being in the share capital of the Company, and


 


"Share"
shall be construed accordingly;


 


“STL”
has the meaning given to it in Clause 2.3(a);


 


"Subscription
Offer" has the meaning given to it in Clause 7.2;


 


"Surviving
Provisions" means Clauses 9 (Confidentiality), 13 (Equitable Relief), 14


(Assignment),
15 (Costs), 16 (Notices), 17 (Entire Agreement), 19 (Remedies and Waiver}, 24


(No
Partnership), 25 (Third Party Rights), 26 (Governing Law and Jurisdiction) and this


Schedule
1 (Definitions and Interpretation);


 


"Tag-Along
Offer Notice• has the meaning given to it in Clause 8.4(a)(ii);


 


"Tag-Along
Right" has the meaning given to it in Clause 8.4(a)(i);


 


"Tag-Along
Shares” has the meaning given to it in Clause 8.4(b);


 


“Third
Party Purchaser" has the meaning given to it in Clause 8.3;


 






    	 	23	 



     


    

 


 


"Transfer"
means, in relation to any Share, to:


 


(a)
sell, assign, transfer or otherwise dispose of it (including the grant of any option over or in


respect
of it);


 


(b)
create or permit to subsist any Encumbrance over it (including but not limited to any


Encumbrance
by way of security);


 


(c)
direct (by way of renunciation or otherwise) that another person should, or assign any right


to,
receive it;


 


(d)
enter into any agreement in respect of the votes or any other rights attached to it (other


than
by way of proxy for a particular General Meeting); or


 


(e)
agree, whether or not subject to any condition precedent or subsequent, to do any of the


foregoing;


 


"Transfer
Notice· has the meaning given to it in Clause 8.3(a);


 


"Transfer
Offer• has the meaning given to it in Clause 8.3(a);


 


"Transfer
Shares" has the meaning given to it in Clause 8.3(a); and


 


"US$"means
the lawful currency of the United states of America.


 


2.
Interpretation


 


In
this Agreement:


 


(a)
a reference to a statute or other legislation includes regulations and other instruments


under
it and any consolidations, amendments, re-enactments or replacements of any of


them
but excludes any re-enactment or modification after the date of this Agreement to the


extent
it makes any Party's obligations more onerous or otherwise adversely affect the


rights
of any Party;


 


(b)
references to "law" include any legislation, any common or customary law, constitution,


decree,
judgment, order, ordinance, treaty or other legislative measure in any jurisdiction


and
any directive, request, requirement, guidance or guideline (in each case, whether or


not
having the force of law but, if not having the force of law, compliance with which is in


accordance
with the general practice of persons to whom the directive, request,


requirement.
guidance or guideline is addressed);


 


(c)
references to any agreement or document in this Agreement shall include references to


such
agreement or document as from lime to time amended, modified, supplemented or


novated,
and to any other agreement or document which so amends, modifies,


supplements
or novates such agreement or document;


 


(d)
references to the Parties include their respective successors in title, permitted assignees,


heirs,
executors, administrators and legal personal representatives;


 


(e)
references to the singular number shall include references to the plural number and vice


versa,
and "person· includes an individual, corporation, company, partnership, firm,


trustee,
trust, executor, administrator or other legal personal representative,


unincorporated
association, joint venture, syndicate or other business enterprise, any


governmental,
administrative or regulatory authority or agency (notwithstanding that


"person"
may be sometimes used herein in conjunction with some of such words), and


their
respective successors, legal personal representatives and assigns, as the case may be,


and
pronouns shall have a similarly extended meaning; 


 








    	 	24	 



     


    




(f)
the use of any gender-specific or gender-neutral words shall include all gender-specific or


gender-neutral
variations, including reference to gender neutral entities other than natural


persons;


 


(g)
•written· and "In writing" include any means of visible reproduction;


 


(h)
references to "days"and •months" in this Agreement means calendar days/months;


 


(i)
references to "Recitals",•c1auses•, and "Schedules· are to the recitals, clauses of, and


the
schedules to, this Agreement, and all references to this Agreement shall also include


the
Recitals and Schedules, which form part of this Agreement and have the same force


and
effect as if expressly set out in the body of this Agreement;


 


(j)
any reference to the words "hereof', "herein" and "hereunder" and words of similar import


when
used in this Agreement shall refer to the clauses of or schedules to this Agreement


as
specified therein;


 


(k)
the headings in this Agreement are for convenience only and shall not affect the


interpretation
and construction hereof;


 


(I)
the words "include","includes"and ' including" or words of similar effect are deemed to


be
followed by the words "without limitation·;


 


(m)
an obligation under this Agreement (whether express or implied) to do something includes


an
obligation to cause, procure or allow that thing to be done;


 


(n)
an obligation under this Agreement (whether express or implied) not to do something


includes
an obligation not to cause, procure or allow that thing to be done;


 


(o)
where any obligation in this Agreement is expressed to be undertaken or assumed by any


Party,
that obligation is to be construed as including a requirement that the Party


concerned
exercises all rights and powers of control over the affairs of any other person


which
that Party is able to exercise (whether directly or indirectly) in order to secure


performance
of the obligation; and


 


(p)
anything or obligation to be done under this Agreement which requires or falls to be done


on
a stipulated day, shall be done on the next succeeding Business Day, if the day upon


which
that thing or obligation to be done falls on a day which is not a Business Day.








    	 	25	 



     


    

 





SCHEDULE
2


SHAREHOLDING
STRUCTURE


 


Part
A: Shareholding Structure Before Completion


 


	Name
    of Shareholder	 	Number
    of Shares	 	Shareholding
    Proportion(%)
	Society
    Pass Incorporated	 	 	8,500	 	 	 	100	 
	Total	 	 	8,500	 	 	 	100	 





 


Part
B: Shareholding Structure After Completion


 


	Name
    of Shareholder	 	Number
    of Shares	 	Shareholding
    Proportion (%)
	Society
    Pass Incorporated	 	 	8,500	 	 	 	85	 
	Goodventures
    SEA Limited	 	 	1,500	 	 	 	15	 
	Total	 	 	10,000	 	 	 	100	 












 






    	 	26	 



     


    

 





SCHEDULE
3


GSL
SHAREHOLDERS


 





	 Name
    of GSL Shareholder	 	 	 Nature
    of Party	 	 	 For
    entity: Place of incorporation or registration (and incorporation or registration number)   For individual: Nationality
    (and passport number or national Identification) 	 	Details
    for receiving notices (and for entities, the person to whom notices should be marked attention)
	 Belt
    Road Investment Group Limited	 	 	 Company	 	 	 Cayman
    Islands (Registration number CO-324665)g	 	Address:
    19, Street 21, Sangkat Tonle Basak, Phnom Penh, Cambodia 12301 Email: witt@beltroadcap.com Attention: Witt Gatchell
	 GS
    Home Shopping Inc.	 	 	 Company	 	 	South
    Korea (Registrationnumber 117-81-13253)	 	Address:
    Gangseo Tower, 82, Seonyuro, Yeongdeungpo-9u, Seoul, Korea, 07291 Email: eh.kimO@gsshpo.com, lee.sunghwa@gsshop.com Attentio
    n: Sun ghwa Lee Eunhye Kim
	 Loic
    Erwan Kevin Gautier	 	 	 Individual	 	 	French
    (Passport: 18AD97127)	 	Address:
    Leflair Vietnam, Viettel Tower A2, 16/F, 285 Gach Mang Thang 8 street, District 10, Ho Chi Minh City, Vietnam Email: loic@leflair.vn
	Pierre-Antoine
    Frank Jacques Brun	 	 	Individual	 	 	French
    (Passport: 16CY94149)	 	Address:
    Leflair Vietnam, Viettel Tower A2, 16/F, 285 Gach Mang Thang 8 street, District 10, Ho Chi Minh City, Vietnam Email: pierre@leflair.vn
	Phuong
    Anh Nguyen	 	 	Individual	 	 	German
    (Passport: C3jkw8kh9)	 	Address:
    4 Caimhill Rise, #04-02 Cairnhill, Singapore 229740 Email: hello.anh.nguyen@gmail.com
	The
    Appletree Group Pte. Limited	 	 	Company	 	 	Singapore
    (Company Number: 201426212R)	 	Address:
    25 North Bridge Road, #08-01, EFG Bank Building, Singapore 179104 Email: j2m@appletree-asia.com Attention: Jean-Marc Merlin




 


 






    	 	27	 



     


    

 





	 Inter
    Prosper Holding Limited	 	 	 Company	 	 	 British
    Virgin Islands (Company Number: 1735874}	 	Address:
    P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Email: loic.tardy@yahoo.fr Attention:
    l oic Tardy
	 Pegasus
    7 Capital Advisor Pte. l td	 	 	 Company	 	 	 Singapore
    (Company number: 201717528G)	 	Address:
    60 Paya Lebar Road, #08-43, Paya Lebar Square Singapore, 409051 Email: gautam@pegasus7capital.com Attention: Gautam Saxena
	 Bouee
    Investment li mited	 	 	 Company	 	 	 Hong
    Kong (CompanyNumber: 2312936)	 	Address:
    Unit 1607, Dominion Centre, 43 Queen's Road East, Wanchai, Hong Kong Email: Charles- Edouard.Bouee@rolandberger.com Attention:
    Charles-Edouard Bouee
	 Rajan
    Jei Anandan	 	 	 Individual	 	 	 Sri
    Lankan (Passport: N7263515)	 	Address:
    105 Greene Street, Apt 1702, Jersey City, New Jersey 07302, USA Email: Rajan.anandan@gmail.com
	 500
    Startups FundIV, L.P.	 	 	 Partnership	 	 	USA
    (Company Number: 10190514)	 	Address:
    814 Mission Street, 6/F, San Fransisco, CA 94103, USA Email: globallegal@500startups.com Attention: Christine Tsai
	500
    Startups Vietnam, L.P.	 	 	Partnership	 	 	USA
    (Company Number: 201937981}	 	Address:
    814 Mission Street, 6/F, San Fransisco, CA 94103, USA Email: globallegal@500startups.com vietnam@500startups.com Attention:
    Eddie Thai
	CPVPEPE
    Limited	 	 	Company	 	 	British
    Virgin Islands (Company Number: 1930684)	 	Address:
    c/o Caldera Pacific (Hong Kong) Ltd 1101-02, Euro Trade Centre, 21-23 Des Voeux Road Central, Hong Kong Email: sascha@calderapacific.com
    Attention: Sascha Wagner
	AME
    Ventures S.r.l.	 	 	Company	 	 	Italy
    (Company number: Mll -1921683)	 	Address:
    Galleria San Babila 4/B, 20122 Milan, Italy Email: michele.appendino@solarventuresi.t Attention: Michele Appendino
	MoCA
    Ventures Inc.	 	 	Company	 	 	Korea
    (Company number: 140-88-00306)	 	Address:
    Fr7, HJ BO, 7, Gangnam-daero 62gil, Gangnamgu, Seoul, Korea 06253 Email: ceo@nextrans.co.kr, shjung@nextrans.co.kr Attention:
    Sangmin Hong






 






    	 	28	 



     


    

 





	 The
    Nest & Company Inc.	 	 	 Company	 	 	 Korea
    (Company number: 203-87-00027)	 	Address:
    Fr7, HJ BO, 7, Gangnam-daero 6 2gil, Gangnamgu, Seoul, Korea 06253 Email: ceo@nextrans.co.kr, shjung@nextrans.co.kr Attention:
    Sangmin Hong
	 Gerard
    Baz	 	 	 Individual	 	 	French
    (Passport: 09PC42047)	 	Address:
    Rue Gen Lotz 59, 1180 Uccle, Belgium Email: gerard@gbaz.com
	 Simon
    Fiduciara S.p.a.	 	 	Company	 	 	Italy
    (Company number: TO-644456)	 	Address:
    Via del Carmine 10, 10122 Torino, Italy Email: saumosta@itn.it Attention: Sauro Mostarda
	Stephane
    Pictet	 	 	Individual	 	 	Switzerland
    (Passport: X1073110)	 	Address:
    Ch. Des Charbouilles 5, 1278 La Rippe, Switzerland Email: spi@virtual-network.com
	Silver
    Cap li mited	 	 	Company	 	 	British
    Virgin Islands (Company number: 597408)	 	Address:
    Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands Email: mval@intelvision.net
    Attention: Mukesh Valabhji, Vijith Karunaratne






 






    	 	29	 



     


    

 





SCHEDULE4


SHAREHOLDER
RESERVED MATTERS


 


1.
Any alteration to the rights, preferences, priorities, powers, restrictions or benefits attaching to


any
class of equity securities


 


2.
Any action authorizing, creating, or issuing shares of any class having preferences superior to or


on
parity with any other class of equity securities.


 


3.
Re-designating or re-classifying any shares which would have preferences or priorityas to


dividends
or assets senior to or on a parity with any other class of shares.


 


4.
Any amendment or addition to the Constitution which would adversely affect the rights,


preferences,
priorities, powers or benefits of the Shares.


 


5.
Entering into any merger, consolidation, acquisition or similar transaction of the Company with


one
or more other corporations in which the Shareholders prior to such transaction, or series of


transactions,
would hold interests representing less than a majority of the voting power of the


outstanding
shares of the surviving corporation immediately after such transaction, or series of


transactions.


 


6.
Any sale or other transfer, disposal and/or to encumber the assets of the Company for an amount


exceeding
US$500,000 (or the equivalent in any other currency).


 


7.
Passing any resolution to wind-up the Company or filing any petition for the winding-up of the


Company
or entering into or proposing any arrangement or composition with the creditors of the


Company
or applying for an administrative order or appointing a receiver or administrator in


respect
of the Company.


 


8.
The Company entering into or being a party to any transaction with any Director, officer or


employee
of the Company or with any company or other legal entity in which any such persons


have
a financial interest, except transactions resulting in payments to or by the Company in an


amount
less than US$50,000 per year, or transactions made in the ordinary course of business


and
pursuant to reasonable requirements of the business and upon fair and reasonable terms


that
are approved by a majority of the Board.






    	 	30	 



     


    

 





SCHEDULE
5


FORM
OF DEED OF RATIFICATION AND ACCESSION


 


This
Deed of Ratification and Accession (this "Deed") is made on [ •) of [ • J [2021 ],


 


BY
AND AMONGST


 


(1)
SOPA TECHNOLOGY PTE. LTD. (UEN No. 201918025E). a company incorporated under the


laws
of Singapore and having its registered office at 11 Collyer Quay #14-06 The Arcade


Singapore
049317 (the "Company");


 


(2)
I•] (the "New Shareholder");


 


AND


 


(3)
[• ] (the "Contlnulng Shareholders").


Words
and expressions used in this Deed shall, unless the context expressly requires otherwise, have


the
meaning given to them in the Agreement.


 


WHEREAS


 


(A)
The Continuing Shareholders and the Company are Parties to the Shareholders' Agreement


dated
11 of February 2021 (the "Agreement").


 


(B)
The New Shareholder proposes to subscribe for [•I Shares in the capital of the Company.


 


(C)
This Deed is made by the New Shareholder in compliance with the terms of the Agreement.


 


NOW
THIS DEED WITNESSES as follows:


 


1.
The New Shareholder confinns that it has been supplied with a copy of the Agreement.


 


2.
The New Shareholder shall subscribe for [• ] Shares in the capital of the Company at a


subscription
price of [•I per Share and agrees to hold the Shares subject to the Constitution.


 


3.
The New Shareholder undertakes to the Continuing Shareholders and the Company to be


bound
by the Agreement in all respects as if the New Shareholder was a Shareholder to the


Agreement
and to observe and perform all the provisions and obligations of the Agreement


applicable
to or binding on a Shareholder under the Agreement insofar as they fall to be


observed
or performed on or after the date of this Deed.


 


4.
This Deed is made for the benefit of (a) the Shareholders to the Agreement, (b) the Company


 






    	 	31	 



     


    

 


IN
WITNESS of which this Deed has been executed and delivered on the date first above written.


 


SIGNED,
SEALED and DELIVERED by )


SOPA
TECHNOLOGY PTE. LTD. )


has
been affixed hereunto in accordance with )


its
constitution: )


 


Director


 


Director/Secretary


 


SIGNED,
SEALED and DELIVERED by )


[NEW
SHAREHOLDER] )


has
been affixed hereunto in accordance with )


its
constitution: )


 


Director


 


Director/Secretary


 


SIGNED,
SEALED and DELIVERED by )


(CONTINUING
SHAREHOLDERS] )


has
been affixed hereunto in accordance with )


its
constitution: )


 


Director


 


Director/Secretary







and
(c) every other person who after the date of the Agreement (and whether before or after


the
execution of this Deed) assumes any rights or obligations under the Agreement or adheres


to
it.


 


5.
The address, email address and facsimile number of the New Shareholder are as follows: [ • ).


 


6.
This Deed may be executed in any number of counterparts, all of which taken together shall


constitute
one and the same deed and any party may enter into this Deed by executing a


counterpart.


 


7.
This Deed is governed by and shall be construed in accordance with the laws of the Republic


of
Singapore.




 



    	 	32