HOTTAB
PTE. LTD.


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE
AGREEMENT (the
"Agreement'')
is made as of January
10th
2019, (the "Effective
Date")
by and
between HOTTAB
PTE. LTD.
(ENTITY CODE:
201501775D,
a Singapore
corporation (the "Company"),
and SOSV
IV LLC
("SOSV"),
a Delaware limited liability company,
General Mobile
Corporation, a Cayman
Islands company ("Gmobi")
(collectively the
"Purchasers") and
Sanjeev Sapkota (the "Founder").


 


RECITALS


 


WHEREAS, the
parties anticipate that
the Company and its
Founder will participate in the Mobile Only Accelerator Program (the "Program") as part
of the Program's February 2019 cohort
that begins on or around February
11th 2019 in
Taipei, Taiwan.





 


 


WHEREAS,
the Company desires
to issue and sell shares of
its Common Stock ("Common
Stock"),), and Purchasers desires to purchase the number of
shares of Common Stock
set forth in Section
1, on the terms and conditions·hereinafter
set forth; and


 


WHEREAS,
 the
issuance of Common Stock
hereby is intended
to comply with
the provisions
of Rule 506 promulgated by the
Securities
and
Exchange  Commission
under the Securities
Act
of 1933, as amended
(the "Securities
Act").


 


In
consideration of the foregoing
and the mutual covenants set
forth in this Agreement and other good
and valuable consideration, the
receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


AGREEMENT


 


1.
Purchase and Sale
of Stock.


 


(i)
Purchasers hereby agree
to purchase, severally
and not jointly, from the
Company, and the Company
hereby agrees
to issue and sell
to the Purchasers (in their respective
amounts as set out below)
Common Stock representing
(5%) of the capital
stock (calculated on a
fully-diluted basis including all
options, warrants,, convertible securities and other rights to acquire capital stock) of the
Company shares (the "Shares")]
for an original
purchase price of US$1(the "Original
Purchase Price").


 


The
Purchasers shall purchase severally
and not jointly, the
Shares in their respective amounts
as follows;


 


SOSV:
90% of the Shares (being
77 of the Shares).


Gmobi:
10% of the Shares (being 9 of the Shares).


The Company
shall deliver a certificate to each of SOSV and Gmobi
evidencing their respective ownership
of the Shares in such number
in their respective amounts
as set above against delivery of the Original
Purchase Price to the Company.


 



    

    

    









(ii)
The Company
hereby warrants
and undertakes to
the Purchasers that the
Shares,·
if not issued


immediately on
the execution of this Agreement, shall
be issued at the earlier
of (i) the next update of
the


Company's official
share register or
(ii) at the next financing
round closed by the Company (the "Share


Issuance
Date"). Notwithstanding
the fact that the Shares
may not be issued in the name of the


Purchasers until
the Share Issuance Date,
each Purchaser shall be entitled
to all rights, title,
benefits and


privileges as provided
for herein in respect of the Shares,
and the Company's capitalization table shall at


all times
reflect the Shares, as
and from the date of execution hereof. The
Company shall indemnify


the Purchasers
in full in respect of all obligations provided
for herein.


 


(iii) The
Company further warrants and undertakes to
the Purchaser, in
consideration of the advisory


service
provided to the Company by the Purchaser, that
in the event the company
or any Nominated


Entity (as defined
below) operates a Coin or Token Sale
(as defined below), the Company shall be


obliged to
automatically issue to the Purchaser, or hold on trust
for the Purchaser (at the
sole discretion of


the Purchaser at the time
of the Coin or Token Sale) the Purchaser's Advisory Tokens
of the total Coin or


Tokens
issued to the Founder in such Coin or Token
Sale.


 


(iv) For
purposes of this Agreement, (a)
"Ownership Interest" means,
with respect to a specified


Person, the
percentage of the capital stock of the Company (the "Capital
Stock") owned
by such Person


(calculated
on a Fully-Diluted Basis),
(b) "Person"
means any individual,
corporation, partnership, trust,


limited liability company,
joint stock company, joint venture,
incorporated or unincorporated association


or other
entity, (c) "Fully-Diluted
Basis" means the sum,
as of a specified
time, of: (i) all shares
of


Capital Stock
outstanding, assuming exercise or conversion of all outstanding
vested and unvested


options, warrants,
convertible securities and other, rights to acquire
Capital Stock, but expressly excluding


the issuance ( or future issuance) of Capital
Stock directly or indirectly in connection with that certain


Accelerator
Contract for Equity dated on or
about the
date of this Agreement (the "ACE")
issued to the


Purchaser or an
Affiliate (as defined
below); and (ii) all
shares of Capital Stock reserved
(or to be


reserved) and
available for future
grant under the Company's Stock Plan
(the "Stock
Plan"), (d)


"Advisory
Tokens" means,
6% of the total amount
issued to Founder with
respect to a specified Person in


any Coin or
Token Sale (d) "Nominated
Entity" means a company
or other organization, nominated by


the Company
to operate a Coin or
Token Sale, (e) "Coin
or Token Sale" means
any form of sale, grant,


distribution or the public sale
of cryptographic coins or tokens via an
initial coin offering, blockchain or


otherwise.


 


2. Anti-Dilution
Protection. The Company
hereby agrees to
issue to the Purchasers, without


additional payment,
the additional shares of
Common Stock necessary to a)
maintain SOSV's Ownership


Interest
at 4.5% of
the Company's total
capital stock (calculated
on a Fully-Diluted Basis) and
to b)


maintain Gmobi's
Ownership Interest at 0.5%
of the Company's total
capital stock (calculated on
a


Fully-Diluted Basis)
until immediately prior to the sale and issuance of the
Company's capital stock in a


future bona
fide equity financing
that results in a
"Qualified Financing."


 


A "Qualified
Financing" shall mean
an aggregate purchase
price of at least $300,000
paid to the


Company by
investors that are not related to,
or otherwise affiliated with
the Company or its Founder,


where such qualified
financing shall be conducted
at all times in material compliance with all


applicable financial record
keeping and redemption requirements and applicable anti-money
laundering


statutes, all rules
and regulations thereunder and
any related or similar rules,
regulations or guidelines,


issued,
administered or enforced
by any government agency
(a "Qualified Financing").


 


For purposes
of this Agreement,
a Qualified Financing may
be comprised of separate
closings,


provided that the terms upon
which the Company sells its Capital
Stock in each such closing are


identical. For
the avoidance of doubt,
Purchasers shall be entitled to
the anti-dilution protection set






    

    

    

 


(ii) The Company hereby warrants and undertakes to the Purchasers that the Shares,· if not issued immediately on the
execution of this Agreement, shall be issued at the earlier of (i) the next update of the Company's official share register
of (ii) at the next financing round closed by the Company (the "Share Issuance Date"). Notwithstanding the fact that the Shares
may not be issued in the name of the Purchasers until the Share Issuance Date, each Purchaser shall be entitled to all rights,
title, benefits and privileges as provided for herein in respect, of the·Shares, and the Company's capitalization table
shall at all times reflect the Shares, as and from the date of execution hereof. The Company shall indemnify the Purchasers
in full in respect of all obligations provided for herein.


(iii) The Company further warrants and undertakes to the Purchaser,
in consideration of the advisory service provided to the Company by the Purchaser, that in the event the company or any Nominated
Entity (as defined below) operates a Coin or Token Sale (as defined below) , the Company shall be obliged to automatically
issue to the Purchaser, or hold on trust for the Purchaser (at the sole discretion of the Purchaser at the time of the Coin
or Token Sale) the Purchaser's Advisory Tokens of the total Coin or Tokens issued to the Founder in such Coin or Token Sale.


(iv)
For purposes of this Agreement, (a) "Ownership Interest" means, with respect to a specified Person, the percentage of the
capital stock of the Company (the "Capital Stock") owned by such Person (calculated on a Fully-Diluted Basis), (b) "Person"
means any individual, corporation, partnership, trust, limited liability company, joint stock company, joint venture, incorporated
or unincorporated association or other entity, (c) "Fully-Diluted Basis" means the sum, as of a specified time, of: (i) all
shares of Capital Stock outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants,
convertible securities and other, rights to acquire Capital Stock, but expressly excluding the issuance (or future issuance)
of Capital Stock directly or indirectly in connection with that certain Accelerator Contract for Equity dated on or about
the date of this Agreement (the "ACE") issued to the Purchaser or an Affiliate (as defined below); and (ii) all shares of
Capital Stock reserved (or to be reserved) and available for future grant under the Company's Stock Plan (the "Stock Plan"),
(d) "Advisory Tokens" means, 6% of the total amount issued to Founder with respect to a specified Person in any Coin or Token
Sale (d) "Nominated Entity" means a company or other organization, nominated by the Company to operate a Coin or Token Sale,
(e) "Coin or Token Sale" means any form of sale, grant, distribution or the public sale of cryptograophic coins or tokens via
an initial coin offering, blockchain or otherwise.


2. Anti-Dilution Protection. The Company hereby agrees to issue to the Purchasers,
without additional payment, the additional shares of Common Stock necessary to a) maintain SOSV's Ownership Interest at 4.5%
of the Company's total capital stock (calculated on a Fully-Diluted Basis) and to b) maintain Gmobi's Ownership Interest at
0.5% of the Company's total capital stock (calculated on a Fully-Diluted Basis) until immediately prior to the sale and issuance
of the Company's capital stock in a future bona fide equity financing that results in a "Qualified Financing."


A "Qualified
Financing" shall mean an aggregate purchase price of at least $300,000 paid to the Company by investors that are not related
to, or otherwise affiliated with the Company or its Founder, where such qualified financing shall be conducted at all times
in material compliance with all applicable financial record keeping and reporting requirements and applicable anti-money laundering
statutes, all rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued , administered
or enforced by any government agency (a "Qualified Financing").


For purposes of this Agreement, a Qualified Financing may be
comprised of separate closings, provided that the terms upon which the Company sells its Capital Stock in each such closing
are identical. For the avoidance of doubt, Purchasers shall be entitled to the anti-dilution protection set











    

    

    

 





forth in this Section 2 in connectoni with, without duplication, (a) the issuance of additional shares of Capital Stock,
(b) the issuance of options, warrants, convertible securities and other rights to acquire Capital Stock, (c) the reservation
for issuance of any shares of Capital Stock under the Company's Stock Plan, including, without limitation , any shares reserved
on a "pre-money" basis in connection with a Qualified Financing; however, the Purchasers shall not be entitled to such anti-dilution
protection in connection with the issuance of the Capital Stock in a Qualified Financing and (d) the issuance of Capital Stock
directly or indirectly issued to the Purchaser or an Affiliate (as defined below) in connection with the ACE; however, the
Purchase shall not be entitled to such anti-dilution protection in connection with the issuance of Capital Stock in a Qualified
Financing.


3. Limitations on Transfer. The Purchasers agrees not assign, hypothecate, donate, encumber or otherwise dispose of any
interest in the Purchaser's Shares except: (i) to Affiliates (as defined below) of the Purchasers, provided that such Affiliate
agrees to be subject  to the restrictions of this Section 3 and agrees to be bound by this· Agreement, or (ii) in compliance
with the provisions herein and applicable securities laws. Furthermore, the Shares shall be subject to any right of first
refusal in favor of the Company or its assignees that may be contained in the Company's Bylaws ("Bylaws") but in no circumstances
shall the Shares be subject to any co-sale or tag-along right in favor of any other stockholder of the Company or any third
party. Furthermore, the Shares shall not be subject to any drag­ along provisions unless all shares of Capital Stock are
subject to the same provisions, provided that the prior written consent of the Purchasers shall be required for any proposed
amendment to such drag-along provisions. For purposes of this Agreement, "Affiliate" means, with respect to any specified
Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person,
including, without limitation, any general partner,, managing member, officer or director of such Person or any venture capital
fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same
management company with, such Person.


4. Restrictive Legends. All notices of issuance or stock certificates for the Shares shall bear legends in substantially
the following form (in addition to any other legend which may be required by other agreements between the parties hereto or
by applicable securities laws):


(a) "THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."


(b) THE SHARES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY
AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.


5. Company and Founder Representations and Warranties. The Company and each of the Founder hereby represent and warrant
to the Purchasers that except as set forth on the Schedule of Exceptions attached hereto as Exhibit B, which exceptions shall
be deemed to be part of the representations and warranties made hereunder, the following representation warranties are
true and complete as of the date of closing, except as otherwise indicated , and the Company and Founder' shall







    

    

    

 


jointly indemnify and hold· harmless the Purchasers from and against all losses·arising out of breach of any
such representation, watrnnty or obligation of the Company and/or the Founder in this Agreement:


(a) Organization, Good Standing
and Qualification. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization. The Company has all requisite corporate powers and authmity to own and operate its prope1ties and assets,
to execute and deliver this Agreement, to issue and sell the Shares and to carry out the provisions of this Agreement and
the Ce1tificate of Incorporation of the Company (the "Charter") and to cany on its business as presently conducted. The Company
is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature
of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions
in which failure to do so would not have a material adverse effect on the Company or its business.


(b) Founders Agreement.
The Company and each of the Founders have entered into a stock purchase agreement or restricted stock agreement, as applicable,
for his or her shares of Company stock wherein such Founder' s shares are subject to vesting. This vesting is for a four-year
vesting period beginning from the date of incorporation of the Company and includes share repurchase language ("Founder Vesting
Language").The Founders ft.uther represent and warrant that Founder Vesting Language has been included in a Founders Agreement
or such similar agreement which has been approved by the Investor prior to the commencement of the Program.


The Founders agree
that any exception to the Standard Founder Vesting Language has been expressly approved by the Investoi- and is detailed in
the Schedule of Exceptions herein. The Company and the Founders hereby agree that any change made to the Standard Founder
Vesting Language prior to an Equity Financing must be expressly approved by the Investor in writi ng.


(c) Capitalization; Voting
Rights.


i. The authorized Capital Stock as of immediately prior to closing is set fmth in the table captioned "Authorized Capital
Table" attached hereto as Exhibit A-1.11. The number of shares of Common Stock available for future grant to officers, directors,
employees and consultants of the Company (comp1ising no less than ten (10) per cent of the Capital Stock calculated on a Fully-Diluted
Basis) is set forth in the row captioned "Available for Issuance" in the section captioned "Stock Plan" of the table captioned
"Issued and Outstanding Capital Table" attached hereto as on Exhibit A-2 (the "Issued and Outstanding Capital Table"). The
Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that
are inconsistent with the share numbers set forth in the Issued and Outstanding Capital Table on Exhibit A-2. The Company
and the Founder hereby expressly acknowledge and agree that as and from the Effective Date until the closing of a Qualified
Financing_ by the Company, the express p1ior w1itten consent of the Purchasers shall be required for any Stock Plan issuance
by the Company to any or all of the Founder of the Company.111. Other than as set fmth on the Issued and Outstanding Capital
Table on Exhibit A-2, and except as may be granted pursuant to this Agreement, there are no outstanding options, warrants,
rights (including conversion or preemptive 1ights and 1ights of first