Execution
Version


 


 


Dated
this
16th day of February
2021


 


Between


 


GOODVENTURES
SEA LIMITED


 


 


And


 


SOPA
TECHNOLOGY PTE. LTD.


 


 


 


 


 


 


 


 





 


 


 


ASSET
PURCHASE AGREEMENT


 


 





 


 


 


 


 


 


 


 








 


20
Cecil Street


#10-03,
PLUS


Singapore
049705


Telephone:
(65) 62280300


Facsimile:
(65) 62280329


Website:
www.chp.law









    	 	1	 



     


    







Contents


	1.
    SALE AND PURCHASE OF ASSETS	3
	2.
    ASSIGNMENT OF INTELLECTUAL PROPERTY	3
	3.
    CONSIDERATION	4
	4.
    CONDITIONS PRECEDENT	4
	5.
    COMPLETION	6
	6.
    REPRESENTATIONS AND WARRANTIES	7
	7.
    POST-COMPLETION UNDERTAKINGS	9
	8.
    INDEMNITY	10
	9.
    TERMINATION	10
	10.
    CONFIDENTIALITY AND ANNOUNCEMENTS	11
	11.
    FURTHER ASSURANCES	12
	12.
    ASSIGNMENT	12
	13.
    COSTS	12
	14.
    NOTICES	12
	15.
    ENTIRE AGREEMENT	13
	16.
    REMEDIES AND WAIVER	13
	17.
    AMENDMENTS	13
	18.
    SUCCESSORS AND ASSIGNS	14
	19.
    COUNTERPARTS	14
	20.
    SEVERABILITY	14
	21.
    ILLEGALITY	14
	22.
    THIRD PARTY RIGHTS	14
	23.
    GOVERNING LAW AND JURISDICTION	14
	SCHEDULE
    1 DEFINITIONS AND INTERPRETATION	16
	SCHEDULE
    2 THE ASSETS	20
	SCHEDULE
    3 LEGAL ASSIGNMENT	28
	1.
    ASSIGNMENT	28
	2.
    FURTHER ASSURANCE	29
	3.
    ADDITIONAL PROVISIONS	29
















    	 	2	 



     


    

 


 


This
Asset Purchase Agreement (this "Agreement ") Is entered into on 16 day of February 2021,


 


BETWEEN


 


(1)
GOODVENTURES
SEA LIMITED (Hong Kong Company Registration No. 2179136), a company


incorporate
dunder the laws of Hong Kong and having its registered office at 31/F., Tower Two, Times



Square,
1 Matheson Street. causeway
Bay, Hong Kong
(the· v endor");




 


AND


 


(2)
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"
Purchaser"),




 


(each
a" Pa rty"
, and collectively, the"
Parties•).


 


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


throughout
this Agreement


 


WHEREAS


 


(A)
The
Vendor is the holding company of the Group, which operated a lifestyle e-commerce retail


business
inVietnam, Phttippines, Malaysia and Singapore;




 


(B)
The
Vendor
is the lawfu lcreator, author, and owner of the Assets set out in Schedule 2; and




 


(C)
The
Vendor wishes to sell, and the Purchaser has agreed to purchase, the Assets subject to the


terms
andconditions
set outIn
this Agreement.




IS
AGREED as follows,


 


1.
SALE AND PURCHASE Of ASSETS




 


1.1
Subject
to the terms and conditions of this Agreement, the
Vendor, as legal andbeneficialowner, shall
sell,


and
the Purchaser shall purchase, all of the Vendor's present and future rights, title, estate
and interest to


the
Assets as
at the Completion Date, with full title guarantee and free from any
and all Encumbrances whatsoever.




 


1.2
The
Vendor acknowledges that from and after the Completion Date, it shall not have any right


to
or any claim whatsoever to the Assets, and shall waive in favour of the Purchaser, its right, interests


and
title in and to the Assets.







 


2.
ASSIGNMENT OF INTELLECTUAL PROPERTY




 


2.1
Without
prejudice to the generality of Clause 1, the Vendor shall, upon execution of the Legal 


Assignment.
absolutely and
unconditionally assign to the Purchaser the full benefit of the IPRs.




 


2.2
The
IPRs shall be transferred to the Purchaser by delivery of the duly executed Legal Assignment


to
the Purchaser and, where
applicable, by delivery of the IPRs to the Purchaser and by issuance of


notice
of the assignment to the applicable intellectual property registry(les) In the relevant
jurisdictions,


where
applicable.







 






    	 	3	 



     


    




 


 


3.
CONSIDERATION




 


3.1
Subject
to Clause 4, and in reliance upon the Vendor Warranties and full compliance by the Vendor


of
its undertakings and obligalions herein contained, the
Purchaser shall pay the cash Consideration
for


the
Assets shall be paid by the Purchaser in instalments as follows:




 


	S/No.	Consideration
    Due Date	Consideration
    Amount
	(a)	On
    the Completion
    Date	.	US$15,000
	 
	(b)	Within
    15 days from the Completion Date.	USS25,000
	(c)	Within
    30 days from Completion Date.	US$35,000
	(d)	Within
    45 days from the Completion Date,	US$15,000
	(e)	Within
    60 days from the Completion Date,	US$100,000
	 	Total	US$200,000


 


 


3.2
Subject
to Clause 4, and in reliance upon the Vendor Warranties and full compliance by
the Vendor


of
its undertakings and obligations herein contained, together with Clause 3.1(e) above, the Purchaser


shall
within 60 days from the Compl etion Date, issue the Consideration Shares to the Vendor as
further


Consideration
for the
Assets and the assignment of the intellectual Property and IPRs.




 


3.3
The
Parties agree that




 


(a)
the
payments made by the Purchaser lo the Vendor in accordance wilh
this Clause 3 shall constitute
a


good
discharge of the Purchaser's payment obligations under this Agreement and valuable consideration


for
the Vendor's obligations to be carried out,
observed and performed in accordance with the terms of this


Agreement;
and




 


(b)
all
payments made by the Purchaser to the Vendor (save in respect of Clause 3.2) under this


Agreement
shall be made by way of in immediately available funds by electronic transfer to the Vendor's


bank
account as follows (or such other bank account as the Vendor may appoint, details of which shall


be
notified by the Vendor to the Purchaser in writing at least 3 Business Days prior
to Completion):




 


Account
Holder: GOODVENTURES SEA LIMITED


Name
of Bank: HSBC Hong Kong


Account
Number: 023-362676-838


Swift
Code: HSBCHKHHHKH


Address:
1 Queen’s Road Central, Hong Konng 


 


 


4.
CONDITIONS PRECEDENT




 


4.1
The
obligation of the Parties to complete the sale and purchase of the Assets and the assignment


of
the Intellectual Property, and IPRs shall be subject to and conditional upon the following conditions


having
been fulfilled (each, a “Condition Precedent' and,
collectively, the “Conditions Precedent”):







 


(a)
the
Purchaser being satisfied in all respects with the results of its investigations, and with


the
results and formof a due diligence report in respectof the Assets, Intellectual Property and


IPRs
prior to Completion;


 






    	 	4	 



     


    




 





(b)
the Vendor having obtained all necessary and applicable consents, approvals,


registrations
and/or waivers from third parties and/or under all applicable laws for the sale


and
transfer of the Assets and the assignment of the Intellectual Property and IPRs to the


Purchaser,
and such consents, approvals, registrations and waivers not having been


amended
or revoked before Completion, and if any such consents, approvals, registrations


or
waivers are subject to conditions, such conditions being acceptable to the Purchaser.


 


(c)
this Agreement and all transaction contemplaled therein, including but not limited to the


sale
and purchase of the Assets and the assignment of the Intellectual Property and IPRs,


or
any part thereof, not being in contravention of and not prohibited under any applicable


law,
and no injunction or order shall have been granted or issued by any governmental


authority
restraining or prohibiting such sale and purchase or imposing damages or


penalties
as a result thereof;


 


(d)
the Vendor procuring that legal opinion(s} be issued in favour of the Purchaser confirming


in
relation to each of the Transaction Documents:


 


(i}
the authority of all parties incorporated, domiciled, or resident outside Singapore to


enter
into the Transaction Documents (as applicable}; and


 


(ii)
the validity and enforceability of the Transaction Documents against such parties


(as
applicable);


 


(e)
the execution by Parties of such further documents, agreements, and/or deeds and the


doing
of such further acts and things by Parties, as may be required so that full effect shall


be
given to the provisions of this Agreement and the transactions contemplated


thereunder,
and


 


(f)
all Warranties provided by the Parties under this Agreement being complied with, true,


accurate,
and correct as at the date of this Agreement and each day up to and including


Completion
Date.


 


4.2
The Parties shall cooperate fully with each other to procure the satisfaction of the Conditions


Precedent,
including the provision of all information reasonably necessary, or as may be


reasonably
requested by the Purchaser, in respect of the due diligence investigations of the


Purchaser,
the making of any notification or filing required by any governmental authority or


otherwise
deemed reasonably necessary by the Purchaser and the provision of any other form


of
assistance that each Party may reasonably require.


 


4.3
Each Party shall notify the other Party upon becoming aware that any of the Conditions have


been
fulfilled. The first Business Day in Singapore on or by which all Conditions have been


fulfilled
(or waived in accordance with Clause 4.6) Is the ' Unconditional Date".


 


4.4
If the Unconditional Date has not occurred on or before the date that is three months following


that
date of this Agreement (or such later date as the parties may agree in writing}, this Agreement


shall
automatically terminate (other than the Surviving Provisions). In such event, no party (nor


any
of its Affiliates) shall have any claim under this Agreement of any nature against the other


parties
(or any of their Affiliates} except in respect of any rights and liabilities which have accrued


before
termination or under any of the Surviving Provisions.


 


4.5
If at any time, one Party shall become aware of a fact or matter or any circumstances that might


prevent
any of the Conditions Precedent from being satisfied, it shall immediately inform the other


Parties
of such fact, matter or circumstance.


 


4.6
The Purchaser may, in its absolute discretion, waive any or all of the Conditions Precedent, in


whole
or in part, by written notice to the Vendor.




 


 





    	 	5	 



     


    







5.
COMPLETION


 


5.1
Subject to satisfaction by the Vendor, or waiver by the Purchaser, as the case may be, of the


Conditions
Precedent, Completion shall take place at the Purchaser's solicitor's offices, or such


other
location as may be mutually agreed in writing by the Parties, on the Completion Date.


 


5.2
On or before Completion Date, the Vendor shall deliver or make available to the Purchaser:


 


(a)
the Assets;


 


(b)
counterparts of the Legal Assignment in respect of the relevant Assets (where applicable),


duly
executed by the Vendor;


 


(c)
certified copy of the board resolutions of the Vendor authorising the execution and delivery


of
this Agreement, the Legal Assignment, and all other documents as the Purchaser may


reasonably
require so that full effect shall be given to the provisions of this Agreement and


the
arrangements contemplated herein; and


 


(d)
Such other agreements, deeds, or other documents as the Purchaser may reasonably


require
so that full effect shall be given to the provisions of this Agreement and the


arrangements
contemplated herein.


 


5.3
Notwithstanding Clause 3.1, title and risk of loss or damage to all the Assets shall pass to the


Purchaser
on the Completion Date.


 


5.4
Against compliance of the Vendor with Clauses 5.1 and 5.2, the Purchaser shall effect payment


of
the respective Consideration in favour of the Vendor in accordance with Clause 3.


 


5.5
Against compliance with Clauses 5.1 and 5.2, and in connection with Clause 3.2, the Purchaser


shall
on the relevant date deliver, procure the delivery of, make available or procure the


availability
of to the Vendor the following:


 


(a)
the new share certificates in respect of the relevant Consideration Shares that have been


duly
signed and sealed;


 


(b)
a copy of the Purchaser's register of members to be filed with ACRA evidencing that the


Vendor
has been entered into such register as holder of the relevant Consideration Shares;


and


 


(c)
certified true copies of the duly signed board resolutions and shareholders' resolutions of


the
Purchaser authorising:


 


(i)
the updating of the electronic register of members of the Purchaser maintained with


ACRA
to reflect the Vendor as the holder of the relevant Consideration Shares and


the
making of such other entries into other physical and/or electronic corporate


records
of the Purchaser as may be necessary; and


 


(ii)
the issuance by the Purchaser of new share certificates to the Vendor and the


affixation
of the Company's seal thereto.


 


5.6
In the event of non-compliance by the Vendor of its obligations set out in Clause 5.2 and in


connection
with Clause 5.2, the Purchaser shall be entitled, in its sole discretion, by written notice


to
the other Party, to:


 


(a)
defer Completion to a date not more than 20 Business Days after the date scheduled for


Completion
(in which case the provisions of this Clause 5.6(a) shall apply to Completion


as
so deferred);







 









    	 	6	 



     


    

 





(b)
proceed to effect Completion so far as practicable, having regard to the defaults which


have
occurred, without prejudice to its rights or remedies, including the right to claim


damages
against the Vendor; or


 


(c)
terminate this Agreement, whereupon the Parties shall be released and discharged from


their
respective obligations under this Agreement with no claim against the other for costs,


damages,
compensation or otherwise save in respect of any existing breaches (if any) and


except
for the respective obligations, covenants or undertakings which, pursuant to the


terms
of this Agreement, are to survive such termination.


 


6.
REPRESENTATIONS AND WARRANTIES


 


6.1
The Vendor and Purchaser warrant to one another that:


 


(a)
it is a company duly incorporated and validly existing under the laws of its jurisdiction of


incorporation;


 


(b)
it has the requisite corporate powers and authority and all necessary permits,


authorisations,
consents and approvals to enter into and perform this Agreement and any


other
Transaction Documents and such documents, when executed, will constitute valid


and
binding obligations on it, in accordance with their respective terms;


 


(c)
the execution and delivery of, and the performance by such Party of its obligations under


this
Agreement will not result in a breach of, or give any third party a right to terminate or


modify,
or result in the creation of any Encumbrance under, any agreement, licence or


other
instrument or result in a breach of any applicable law (including any relevant


securities
law), order, judgment or decree of any jurisdiction, court, governmental agency


or
regulatory body (including any relevant stock exchange or securities council) to which


such
Party is a party or by which such Party or any of its assets is bound;


 


(d)
no Insolvency Event has occurred in relation to it as at the date of this Agreement; and


 


(e)
it is not and has not been engaged in any litigation, arbitration, mediation, dispute


resolution
or criminal proceedings, and there are no such proceedings pending, threatened


or
expected, either by or against him or any person for whose acts or defaults he is or may


be
vicariously liable, and he is not aware of any facts or circumstances which may give


rise
to such proceedings involving ii or such other person for whose acts or defaults he is


or
may be vicariously liable.


 


6.2
The Vendor further warrants to the Purchaser that:


 


(a)
it is the sole absolute legal and beneficial owner of the Assets free from Encumbrance;


 


(b)
the IPRs are original and/or proprietary to the Vendor and the use or commercial


exploitation
of the IPRs does not and will not infringe any third party's Intellectual Property


rights
or constitute a misappropriation or unlawful disclosure or misuse of any third party's


trade
secrets or confidential information or a breach of other rights whatsoever of any third


party;


 


(c)
where the Assets are trade secrets or Confidential Information of the Vendor, these have


not
been and shall not be disclosed to any other party, save for disclosure in the ordinary


course
of business to the Vendor's contract manufacturers on the basis that such


disclosure
is to be treated strictly as being of a confidential character;


 


(d)
the Assets, will be sufficient and complete, and contain all information and/or data, to


enable
the Purchaser to smoothly undertake the entirety of the lifestyle e-commerce retail


business
previously conducted by the Vendor on its own account and will be presented in


a
concise and legible manner, consistent with market practice and that there are no other


assets
in relation to the lifestyle e-commerce retail business other than the Assets;







 






    	 	7	 



     


    

 





(e)
it has not assigned, encumbered, licensed, transferred or otherwise disposed of any rights,


including
any Intellectual Property rights, arising in or in relation to the Assets;


 


(f)
all of the I PRs are valid and subsisting and all renewals due (if any) in respect of any of


the
IPRs have been paid;


 


(g)
pending Completion, it shall take all necessary steps, at its own cost and expense. to


establish,
confirm or defend its title to the Assets;


 


(h)
no event, circumstance, effect, occurrence or state of affairs or any combination thereof


which
is, or is reasonably likely to be, materially adverse to the Assets, business,


operations,
assets, liabilities (including contingent liabilities), business or financial


condition,
results or prospects of the Vendor has occurred since the date of this Agreement


and
is continuing;


 


(i)
the lifestyle e-commerce retail business of the Vendor has at least 1,000,000 unique and


active
users as at each date this Warranty is given;


 


(j)
as of March 2020, there have been at least 130,000 unique and genuine transactions


undertaken
by users of the lifestyle e-commerce retail business of the Vendor, to which


the
Vendor has received good revenue in cash (not subject to any claims, deductions,


disputes,
clawbacks, or otherwise of any nature);


 


(k)
there is no present or prospective ciaim, proceeding or litigation in respect of any of the Assets, or which may in any way impair,
limit, inhibit, diminish or infringe upon the Vendor's legal and beneficial ownership of the same;


 


(I)
the Assets are in the Vendor's possession, custody and control and is and shall be


maintained
by the Vendor in good order and condition pending and upon Completion;


 


(m)
payments for all technology platforms and business of Leflair Vietnam were:(1) funded by;


and
(2) made by, or on behalf of, the Vendor.


 


(n)
the contents of the letter between Leflair Vietnam and the Vendor attesting to the state of


affairs
set out in 6.2(m) is true, accurate, and not misleading;


 


(o)
the holder of such bank account provided by the Vendor for the payment of the


Consideration,
where the holder is not the Vendor, is duly authorised to collect such


Consideration
for and on behalf of the Vendor; and


 


(p)
No subsidiary/affiliate, present or former employee or consultant or creditor/supplier of the


Vendor
has any right, title, or interest, directly or indirectly, in whole or In part, in any IPRs.


To
Vendor's knowledge, no subsidiary/affiliate, present or former employee, consultant or


independent
contractor or creditor/supplier of Vendor is, as a result of or in the course of


such
subsidiary/affiliate, present or former employee, consultant or independent contractor


or
creditor/supplier's engagement by the Vendor, in default or breach of any material term


of
any employment agreement, non-disclosure agreement, assignment of invention


agreement
or similar agreement


 


6.3
The Vendor further undertakes to the Purchaser that


 


(a)
if prior to Completion, any event shall occur which results or may result in any Vendor


Warranty
being unfulfilled, untrue, incorrect or misleading at Completion, it shall, upon


becoming
aware of the same, immediately notify the Purchaser in writing providing


sufficient
details thereof and it shall make all such investigations and/or do all such acts


concerning
the event or matter which the Purchaser may reasonably require;


 


(b)
it shall not, and shall procure that its Representatives shall not, do, allow or procure any


act
or omission before Completion which would constitute a breach of any of the Vendor







 






    	 	8	 



     


    

 





Warranties
if the Vendor Warranties were to be repeated on each day up to and including


the
Completion Date by reference to the facts and circumstances then existing; and


 


(c)
on or prior to the Completion Date, the Vendor will issue any required notice of assignment


related
to the assignment, transfer, or delivery of any Assets, including the IPRs and other


Assets
set out in part B of Schedule 2 to all relevant third-parties (including the applicable


intellectual
property registry(ies) in the relevant jurisdictions, where applicable).


 


6.4
Each Warranty shall be separate and independent, and no Warranty shall be limited by reference


to
any other Warranty or by any other provision in this Agreement.


 


6.5
Each Party represents and warrants to the other Parties that the Warranties are true and correct


in
all respects and not misleading as at the date of this Agreement, and will be fulfilled down to,


and
will be true and correct in all respects and not misleading as at Completion, as if they had


been
given afresh at such Completion and with reference to the facts and circumstances then


existing
at Completion.


 


6.6
The Warranties under this Clause 6 and all other provisions of this Agreement insofar as the


same
shall not have been performed at Completion shall not be extinguished or affected by


Completion,
or by any other event or matter whatsoever (including, without limitation, any


satisfaction
and/or waiver of any Condition Precedent, except by prior specific authorised written


waiver
or release by the other Party.


 


6.
7 If, at any time prior to, at, or after Completion, it shall be found that any of the Vendor Warranties


was,
when given, or would be, at Completion not complied with or otherwise untrue or misleading,


the
Purchaser shall be entitled, in its sole discretion, by written notice to the Vendor, to forthwith


terminate
this Agreement, without further liability to the Vendor, but a failure by the Purchaser to


exercise
this right shall not constitute a waiver of any other rights of the Purchaser arising out of


such
breach.


 


7.
POST-COMPLETION UNDERTAKINGS


 


7.1
Following Completion, the Vendor agrees and undertakes to the Purchaser that, it shall forthwith


cease
using in any way or commercially exploiting the Assets (including the Intellectual Property


and
IPRs) or any portion or derivative thereof.


 


7.2
The Parties shall immediately upon issuance of the Consideration Shares to the Vendor, together


with
the shareholder(s) of the Purchaser, enter into a shareholders' agreement substantially in


the
form set out in Schedule 4 to govern the affairs of the Purchaser, and Purchaser agrees that


it
shall procure the entry of its shareholder(s) into such shareholders' agreement.


 


7.3
The Vendor confirms that it has received independent legal advice relating to all the matters


provided
for in this Agreement, including the provisions of this Clause 7. The Vendor agrees that


it
considers that the restrictions contained in this Clause 7 are no greater than is reasonable and


necessary
for the protection of the interests of the Purchaser in and/or relating to the Intellectual


Property
but, if any such restriction shall be held to be void but would be valid If deleted in part


or
reduced in application, such restriction shall apply with such deletion or modification as may


be
necessary to make it valid and enforceable.


 


8.
INDEMNITY


 


The
Vendor hereby indemnifies and defends each of Purchaser and its Affiliates and their


respective
officers, directors, employees and agents (collectively, the "Purchaser Indemnitees•)


against,
and shall hold each of them harmless from and against, and shall pay and reimburse


each
of them for, any and all liabilities, losses, claims, costs, charges and expenses of any nature


whatsoever
(including, without limitation, expenses of investigation and enforcement of this


indemnity
and legal expenses on a full indemnity basis) which the Purchaser indemnitees may


incur
or sustain from or in consequence of any of the undertakings, agreements, obligations or







 






    	 	9	 



     


    

 





liabilities
under this Agreement not being materially correct or materially complied with. Such


indemnity
shall extend to include all charges and expenses which the Purchaser may reasonably


pay
or incur in investigating, disputing or defending any claim or action or other proceedings in


respect
of which the Vendor is or may be liable to indemnify the Purchaser lndemnitees under


this
Clause 8. This indemnity shall be without prejudice to any other rights and remedies of the


Purchaser
in relation to any such breach of any such warranties and all other rights and remedies


are
expressly reserved to the Purchaser.


 


9.
TERMINATION


 


9.1
Without prejudice to Clauses 4.4, 5.6(c), and 6. 7, and without affecting any other right or remedy


available
to Parties, this Agreement (other than the Surviving Provisions) may be terminated by


mutual
agreement in writing between the Parties.


 


9.2
The termination of this Agreement shall not apply retrospectively. Upon termination, the


Purchaser
shall not be obliged to return to the Vendor any Asset, Intellectual Property and/or IPR


acquired
by the Purchaser from the Vendor. Upon termination, the Vendor shall not be obliged


to
make any further payments, and/or refund any Consideration received from the Purchaser in


respect
of such Assets to which good and marketable title has been given by the Vendor to the


Purchaser.


 


9.
3 The termination of this Agreement shall not release any Party from any liability (including liability


for
breach of any Warranty) which at the time of termination has already accrued, or which


thereafter
may accrue in respect of any act or omission prior to such termination.


 


10.
CONFIDENTIALITY ANO ANNOUNCEMENTS


 


10.1
Each Party undertakes that it shall (and, where relevant, undertakes to procure that its officers,


employees,
agents and professional and other advisers and those of any member ot its group


shall)
use all reasonable endeavours to keep the Confidential Information confidential at all times


and
not permit or cause the disclosure of any Confidential Information which it may have or


acquire
before or after the date of this Agreement, including without limitation any information


relating
to the Assets, provisions of this Agreement, and/or any agreement entered into pursuant


to
this Agreement, except as this Clause 1 0 otherwise permits. In performing its obligations under


this
Clause 10, each Party shall apply confidentiality standards and procedures at least as


stringent
as those it applies generally in relation to its own confidential information.


 


10.2
Each Party shall use its reasonable endeavours to alert the other Party as soon as is reasonably


practical
after it becomes aware of any request from a third party for disclosure of any Confidential


Information
relating to the other Party and upon the other Party's reasonable request will join It


in
asserting against any third party that the Confidential Information and its contents are protected


by
privilege and that, as against such third party, that privilege has not been waived.


 


10.3
The obligation of confidentiality under Clause 10.1 does not apply to:


 


(a)
information which at the date of disclosure is within the public domain (otherwise than as


a
result of a breach of this Clause 1 0);


 


(b)
the disclosure of information to the extent required to be disclosed by law, regulation or


any
regulatory authority;


 


(c)
information which is independently developed by the relevant person from information


provided
or obtained other than pursuant to or in connection with this Agreement;


 


(d)
the disclosure by any Party in confidence to its officers, employees, agents, and


professional
and other advisers, of information reasonably required to be disclosed for a


purpose
reasonably incidental to this Agreement; or







 






    	 	10	 



     


    

 





(e}
any announcement made in accordance with the terms of Clause 10.7.


 


10.4
Subject to Clause 10.5, each Party shall inform any person to whom it provides Confidential


Information
pursuant to Clause 10.3 that such information is confidential and shall only provide


such
Confidential Information to such person if they agree:


 


(a)
to keep it confidential on the terms of and otherwise to comply with, this Clause 10; and


 


(b}
not to disclose it to any third party (other than those persons to whom it has already been


disclosed
in accordance with the terms of this Agreement).


 


10.5
The obligations in Clause 10.4 shall not apply to any disclosure pursuant to Clause 10.3(b).


 


10.6
The disclosing Party shall at the request of the other Party enforce this Clause 1 O against any


person
to whom It has disclosed the Confidential Information.


 


10.7
Except for disclosures made by Sopa Pass Incorporated in public filing made with the United


States
Securities and Exchange Commission, no announcements or other publicity shall be


issued,
given or made concerning this Agreement or the subject matter of this Agreement unless,


and
in the form, agreed by the Parties or as required by law (in which case each of the Parties


shall
be afforded a reasonable opportunity to see and comment on the proposed announcement


before
issue).


 


11.
FURTHER ASSURANCES


 


Each
Party agrees to do and execute or procure to be done and executed all such further acts,


deeds,
things and documents as may be necessary to give effect to the terms of this Agreement,


and
(so far as it is able) to provide such assistance as the other Party may reasonably request


to
give effect to the spirit and intent of this Agreement.


 


12.
ASSIGNMENT


 


Each
Party shall not assign, transfer, mortgage, charge, subcontract or otherwise deal in any


other
manner with any or all of its respective rights or obligations hereunder to any party, or grant,


declare,
create or dispose of any right or interest in It, unless with the prior written consent of the


other
Party.


 


13.
COSTS


 


Unless
otherwise provided in this Agreement, the costs and expenses incurred in connection with


the
preparation. negotiation and entry Into of this Agreement, including any legal costs shall be


borne
by the Purchaser.


 


14.
NOTICES


 


14.1
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 (where


applicable),
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


Party
of in accordance with this Clause 14):







 






    	 	11	 



     


    

 


 





The
Vendor


 


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; Loic@leflair.com; Loic@leflair.vn;


loic.gautier01@gmail.com
I brun.pierre.antoine@gmail.com; pierre@leflair.vn


 


The
Purchaser


 


Attention:
Dennis Nguyen


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


 


Email:
dennis@thesocietypass.com


 


14.2
A Party may change its details given in Clause 14.1 by giving written notice to the other Party,


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


 


14.3
A notice or other communication made or given by one Party to the other Party in accordance


with
this Clause 14 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.


 


14.4
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.


 


15.
ENTIRE AGREEMENT


 


15.1
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.


 


15.2
Nothing in this Clause 15 shall limit or exclude any liability for fraud or fraudulent


misrepresentation.


 


16.
REMEDIES AND WAIVER


 


16.1
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.







 






    	 	12	 



     


    

 





16.2
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.


 


16.3
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 Party 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.


 


17.
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 all Parties or their duly authorised


Representatives
(where applicable).


 


18.
SUCCESSORS AND ASSIGNS


 


The
Vendor agrees that the benefit of every provision in this Agreement is given to the Purchaser


for
itself and Its successors in title and assigns. Accordingly, the Purchaser (and its successors


in
title and assigns) may, without the consent of the Vendor, assign to the beneficial owner for


the
time being of the Assets, Intellectual Property and/or IPRs the benefit of all or any of the


Vendor's
obligations under this Agreement and/or any benefit arising under or out of this


Agreement


 


19.
COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, and by eaeh 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.


 


20.
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.


 


21.
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.


 


22.
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







 






    	 	13	 



     


    

 





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 538).


 


23.
GOVERNING LAW AND JURISDICTION


 


23.
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.


 


23.2
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)







 






    	 	14	 



     


    

 





	The
    Vendor	 	 
	 	 	 
	SIGNED
    for and on behalf of GOODVENTURES SEA LIMITED in the presence of:	 	/s/
    Pierre-Antoine Frank Jacques Brun
	 	 	Name:
    Pierre-Antoine Frank Jacques Brun
	/s/
    Loic Gautier (signed)	 	Title:
    Director
	Witness
    Name: Loic Gautier	 	 
	NRIC/PP:
    18AD97127	 	 
	Address:
    MASTERI ANH PHU B0907, 171 XA	 	 
	 	 	 
	The
    Purchaser	 	 
	 	 	 
	SIGNED
    for and don behalf of SOPA TECHNOLOGY PTE. LTD, 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 Coast, Ca 92657	 	 
	 	 	 
	 	 	 


 


 






    	 	15	 



     


    

 





SCHEDULE
1


DEFINITIONS
AND INTERPRETATION


 


1.
Definitions


 


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


have
the following meanings:


 


"ACRA"
means the Accounting and Corporate Regulatory Authority of Singapore;


 


"Affiliate"
means, with respect to any person, another person Controlled directly or indirectly by


such
first person, Controlling directly or indirectly such first person, or directly or indirectly under


the
same Control as such first person;


 


"Assets”
mean the list of assets, including Intellectual Property, the particulars of which are set


out
in Schedule 2;


 


"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;


 


"Confidential
Information" means:


 


(a)
any and all information relating to the provisions of, and negotiations leading to, this


Agreement;


 


(b)
any and all information in relation to any of the Parties or any of their business. assets or


affairs;


 


(c)
any and all information which relates to the business, business performance, prospective


business,
financial information or arrangements, plans or internal affairs of the Parties, any


Affiliate
or any of their respective customers (whether or not recorded in documentary form


or
on computer disk or tape or other medium). including without prejudice to the generality


of
the foregoing;


 


(d)
any and all information, Intellectual Property Rights, records and materials relating to the


business
of the Group;


 


(e)
any and all Client or customer lists, price sensitive information, technical information,


reports,
interpretations, forecasts, records, corporate and business plans and accounts,


financial
details, projections and targets, remuneration and personnel details planned


products,
planned services, marketing surveys, research reports, market share and pricing


statistics,
budgets and fee levels, the contents of any databases and business methods;


and


 


(f)
any and all trade secrets, computer passwords, commissions, commission charges,


pricing
policies and all information about research and development, the Parties' or any


Affiliate's
suppliers', customers' and clients' names, addresses (including email),


telephone,
facsimile or other contact numbers and contact names, the nature of their


business
operations, their requirements for services supplied by the Parties' or any Affiliate


and
all confidential aspects of their relationship with the Parties or any Affiliate;


 


"Completion”
means the completion of the sale and purchase of the Assets and the assignment


of
the IPRs in accordance with the terms of this Agreement;


 


"Completion
Date” means 3 Business Days from the Unconditional Date;







 






    	 	16	 



     


    

 





"Consideration”
means each amount payable in accordance with Clause 3, including the


Consideration
Shares, being the total consideration payable by the Purchaser to the Vendor for


the
sale and purchase of each Asset and the assignment of each Intellectual Property and IPRs;


 


“consideration
Shares" mean the 1500 ordinary shares of Sopa Technology Pte. ltd. (being 15%


of
its total issued and paid-up share capital on a fully diluted basis) to be issued in accordance


with
Clause 3.2 as part of the Consideration payable for the sale and purchase of Assets and the


assignment
of Intellectual Property and IP Rs;


 


“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;


 


“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);


 


"Group”
means the Vendor and its subsidiaries from time to time, and "Group Company·,


 


"Group
Companies", and "member of the Group• shall have a corresponding meaning;


 


"Insolvency
Event" means in relation to any entity other than a natural person:


 


(a)
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;


 


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


or
similar arrangement with any of its creditors;


 


(c)
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;


 


(d)
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


 


(e)
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 (a) to


(e)
of this paragraph;


 


"Intellectual
Property" means (a) patents, trademarks, service marks, logos, get-up, trade


names,
internet domain names and other internet locators referenced via any specific uniform


resource
locator, rights in designs, copyright (including rights in computer software) and moral


rights,
database rights. business processes, rights in know-how, inventions, formats, rights


protecting
trade secrets and Confidential Information and other intellectual property rights, in


each
case whether registered or unregistered and including applications for registration, and all


rights
or forms of protection having equivalent or similar effect anywhere in the world and for the


full
duration of such rights (including any extensions and renewals and rights of priority) and all


applications
and rights to apply for the protection of any of the foregoing rights; (b) rights under


licenses,
consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a)


above;
(c) rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and


(b)
which now or in the future may subsist; and (d) the right to sue for past, current or future


infringements
of any of the foregoing rights in each case;


 


“IPRs"
means the Intellectual Property as set out in Schedule 2 and all the rights associated


therewith;







 






    	 	17	 



     


    

 





"Legal
Assignment" means the absolute and unconditional assignment of the Intellectual


Property
and IPRs by the Vendor to the Purchaser on the terms set out in Schedule 3;


 


"Purchaser
lndemnitees• has the meaning given to it in Clause 8;


 


"Representatives•
means, in relation to a Party, its respective Affiliates and the directors, officers,


employees,
agents, advisers, accountants and consultants of that Party and/or its respective


Affiliates;


 


“surviving
Provisions” means Clauses 8 (Indemnity), 10 (Confidentiality and Announcements),


12
(Assignment), 13 (Costs), 14 (Notices), 15 (Entire Agreement), 16 (Remedies and Waiver),


18
(Successors and Assigns), 22 (Third Party Rights), 23 (Governing Law and Jurisdiction) and


Schedule
1 (Definitions and Interpretation);


 


"Transaction
Document” means this Agreement, and the Legal Assignment;


 


“unconditional
Date” has the meaning given to it in Clause 4.3;


“USS”
means the lawful currency of the United States of America; and


 


"Warranties"
means, in relation to each Party, the representations and warranties given by that


Party
as set out under Clause 6.


 


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
ii makes any Party's obligations more onerous or otherwise adversely alfect 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 time 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;


 


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


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


persons;







 






    	 	18	 



     


    

 





(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", 'Clauses', 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 d auses 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. 





 






    	 	19	 



     


    

SCHEDULE
2


THE
ASSETS


 


Part
A: IPRs


 


All
Intellectual Property of the Vendor relating to, or connected with its lifestyle e-commerce retail


business,
including the following:


 


1.
Customer Facing Cluster and source code Including:


 


a)
Rendering service


 


b)
Leflair mobile app api


 


c)
Leflair website api


 


d)
Communication with back-office via Cloud Pub/Sub


 


e)
Location service


 


f)
Product service


 


g)
Shipping service


 


h)
Best sellers


 


2.
Site data and source code/data Including:


 


a)
Sales event


 


b)
Product content


 


c)
Users storage


 


d)
Order history


 


3.
Bl server and source code/data


 


4.
Back office services and source code/data including:


 


a)
Real time stock update


 


b)
Sales order sync


 


c)
Communication with customer facing cluster with Cloud Pub/Sub


 


d)
Address sync


 


e)
Customer sync


 


f)
Leflair Content Management System


 


g)
System management services


 


h)
NetSuite connectors


 


i)
3PL services




 


 






    	 	20	 



     


    

 





5.
Third party services and source code/data Including:


 


a)
Government compliance system (BKAV)


 


b)
Parcel perform


 


c)
Payment gateways


 


d)
Warehouses (DHL, DB Schenker)


 


6.
ERP Oracle Net Suite and source/data Including:


 


a)
Stock procurement


 


b)
Order tracking


 


c)
Photography scheduling


 


d)
Financial data


 


e)
Subsidiary handling


 


f)
Customer service


 


g)
Deaf import


 


7.
Leflair Group iOS and Android mobile application(s): including the relevant source codes,


and
all Intellectual Property rights associated with such application(s).


 


8.
Leflair Group website(s): including the relevant source codes, raw media files used on the


websites,
and all Intellectual Property rights associated with such website(s).


 


9.
The Leflair Group logos, trademarks, and brand names: the following marks (whether


registered
or unregistered) and/or copyright works relating to the business by the Vendor:




 


 






    	 	21	 



     


    

 


 


 






    	 	22	 



     


    

 


 


 






    	 	23	 



     


    

 


 






    	 	24	 



     


    

 


 


 






    	 	25	 



     


    

 


 


 






    	 	26	 



     


    

 





Part
B : OTHER ASSETS


 


10.
Customer List(s): such list including the following details of each customer, as the case may be:


 


(a)
Name:


 


(b)
Email address;


 


(c)
Phone number(s);


 


(d)
Home address:


 


(e)
Birthday; and


 


(f)
Any and all other relevant information.


 


Such
customer list containing no less than 1 million unique valid registered users.


 


11.
Supplier List(s): such list including the following details of each supplier, as the case may be:


 


(a)
Name;


 


(b)
Email address:


 


(c)
Phone number(s):


 


(d)
Registered address;


 


(e)
Store address(es); and


 


(f)
Any and all other relevant information.


 


12.
Leflair Group social media account(s) including, but not limited to, Facebook, Twitter,


lnstagram,
Google, Tiktok, YouTube, and all other social media accounts: all materials as may


be
required to facilitate the effective take over and management of such social media platforms


including
but not limited to:


 


(a)
Username;


 


(b)
Password;


 


(c)
Security question answer(s);


 


(d)
Linked email address; and


 


(e)
Linked email address password.


 


13.
All drawings, manuals, documents, designs, transparencies, photos, graphics, logos,


typographical
arrangements, software, source code and object code (in machine-readable


format)
and all other materials required by Purchaser to be able to fully exploit, use, and receive


the
benefit of the IPRs, whether in hard copy or electronic form. 


 






    	 	27	 



     


    

 





SCHEDULE
3


LEGAL
ASSIGNMENT


 


This
Assignment Agreement (this "Agreement') is entered into on 16 February 2021,


 


BETWEEN


 


(1)
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 (the "Assignor");


 


AND


 


(2)
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 "Assignee"),


(each
a "Party",and collectively, the "Parties"}.


 


Unless
the context otherwise requires, words and expressions defined, and interpretation set out in the


Asset
Purchase Agreement having effect from 15 February 2021 between the Parties {the "APA"), have


the
same meaning in this Agreement


 


WHEREAS


 


(A}
The Assignor agreed to sell to the Assignee certain assets, including the IPRs.


 


(B)
The Assignor has agreed to assign, and the Assignee has agreed to take an assignment of, the


IPRs
on the terms and conditions of this Agreement


 


IT
IS AGREED as follows,


 


1.
ASSIGNMENT


 


1.1
In consideration of the Parties' mutual covenants and undertakings in the APA, the Assignor


assigns
and transfers to the Assignee the IPRs (as set out in Schedule 2 of the APA, and


reproduced
herein at Schedule A} absolutely and free of any Encumbrances effective on and


from
15 February 2021, with:


 


(a)
the right to sue for past infringements and retain any damages obtained as a result of such


action;


 


(b)
titre guarantee; and


 


{c)
for the purpose of carrying on its business.


 


1.2
The Assignor shall at its own expense do and execute, or ensure the doing or execution of, all


matters,
acts, documents, deeds and things the Assignee may at any time require to vest the IPR


in
the Assignee property or otherwise to perfect the Assignee's title to them, including discharging


all
Encumbrances.


 


1.3
The Assignor shall supply to the Assignee (in a form reasonably requested by the Assignee from


time
to time and at no charge) an electronic copy of all software, documents and other information


or
materials relating to the IPRs, including without limitation, the items set out in Schedule 2 of


the
APA


 


1.4
The Assignor hereby declares and confirms that on and from 5 February 2021, it will have no


right,
title, interest, or benefit whatsoever. in, over or upon the IPRs assigned by it to the Assignee.


  


 






    	 	28	 



     


    

 


 


2.
FURTHER ASSURANCE


 


2.1
The Assignor undertakes, to the extent commercially practicable, at its own expense and at the


request
of the Assignee:


 


3.


(a)
do all acts and execute any further documents that the Assignee and/or the relevant


intellectual
property offices (of the relevant jurisdictions where Intellectual Property


protection
is sought) may reasonably require to vest the full right, title, property and interest


in
and to the IPRs in favour of the Assignee and/or to perfect the assignment of the IPRs:


and


 


(b)
assist the Assignee in obtaining, defending and enforcing the IPRs assigned hereunder


against
any third party.


 


ADDITIONAL
PROVISIONS


 


Clauses
10 to 23 of the APA shall apply, mutatis mutandis, to this Agreement


(the
rest of this page is intentionally left blank)







 






    	 	29	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been validly executed on the date first above written,


 





	The
    Assignor	 	 
	 	 	 
	SIGNED
    for and on behalf of GOODVENTURES SEA LIMITED in the presence of:	 	/s/
    Pierre-Antoine Frank Jacques Brun
	 	 	Name:
    Pierre-Antoine Frank Jacques Brun
	/s/
    Loic Gautier (signed)	 	Title:
    Director
	Witness
    Name: Loic Gautier	 	 
	NRIC/PP:
    18AD97127	 	 
	Address:
    MASTERI ANH PHU B0907, 171 XA	 	 
	 	 	 
	The
    Assignee: HA NOI, THAO DIEN, HCMC	 	 
	 	 	 
	SIGNED
    for and don behalf of SOPA TECHNOLOGY PTE. LTD, 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 Coast, Ca 92657	 	 
	 	 	 
	 	 	 



 


 




    	 	30	 



     


    

 





SCHEDULE
A


 


THE
IPRs


 


All
Intellectual Property of the
Vendor relating
to, or connected with
the following
:


 


1.
Customer
Facing Cluster and source code including:




 


a)
Rendering
service


 




b)
Leflair
mobile app api




 


c)
Leflair
website api


 




d)
Communication with back-office via Cloud Pub/Sub


 


e)
Location
service




 


f)
Product
service




 


g)
Shipping
service




 


h)
Best
sellers


 




2
.. Site data and source code/data Including:


 


a)
Sales
event




 


b)
Product
content




 


c)
Users
storage




 


d)
Order
history


 


3.
Bl server and source code/data


 


4.
Back office services and source code/data including:




 


a)
Real
time stock update




 


b)
Sales
order sync




 


c)
Communication
with customer facing cluster with Cloud Pub/Sub




 


d)
Address
sync




 


e)
Customer
sync




 


f)
Leftair
Content Management System




g)
System
management services




h)
NetSuite
connectors




 


i)
3PL
services




 


5.  Third
party services and source code/data including:


 


a) Government compliance system (BKAV)


 






    	 	31	 



     


    

 


b)
Parcel perform


C)
Payment gateways


d)
Warehouses (OHL, DB Schenker)


 


6.
ERP Oracle Net Suite and source/data Including:


a)
Stock procurement


b)
Order tracking


c)
Photography scheduling


d)
Financial data


e)
Subsidiary handling


f)
Customer service


g)
Deal import


 


7.
Lefla ir Group iOS and Android mobile application(s): including the relevant source codes, and all Intellectual Property rights
associated with such application(s)


 


8
Leflair Group webslte(s): including the releva nt source codes, raw media files used on the websites, and all Intellectual Property
rights associated with such website(s).


 


9
The Leflair Group logos, trademarks, and brand names: the following marks (whet her registered or unregistered ) and/or copyright
works relating to the business by the Vendor:


 









    	 	32	 



     


    

 


 


 






    	 	33	 



     


    

 


 


 






    	 	34	 



     


    

 


 


 




    	 	35	 



     


    






 


 


 






    	 	36	 



     


    




 


 



    	 	37	 



     


    




SCHEDULE
4


 


FORM
OF SHAREHOLDERS'
AGREEMENT






    	 	38