SHARE
PURCHASE AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of February 14, 2022 is entered into by and among:


 


 


Push
Delivery Pte Ltd. (“Push Delivery”),
a corporation registered under the laws of the Republic of Singapore with office address at Grace Global Raffles, #10-02, 137 Market
Street, Singapore, 048943, hereinafter represented by its Chief Executive Officer, Dennis Nguyen, and referred hereto as the “BUYER”;


and


 


MICHAEL
GEORGE C. LIM, of legal age, Filipino, with residence address at Unit 9A Cluster 3 Greenhills Garden Square Col. Bonny Serrano Ave.,
Bagong Lipunan ng Crame, Quezon City;


 


ALDRIN
M. CERRADO, of legal age, Filipino, with residence address at Unit 6G The Grand Hamptons Tower 2, Fort Bonifacio, Taguig City;


 


KRYSTAL
LYN T. UY, of legal age, Filipino, with residence address at 46 A. Bonifacio St., Karuhatan, Valenzuela City;


 


JOSHUA
RUEBEN G. ARAGON, of legal age, Filipino, with residence address at 24 Sampaguita St., Valle Verde 2, Ugong, Pasig City;


 


JENNIFER
ANN L. SEE, of legal age, Filipino, with residence address at 80 Elisco Road, San Joaquin, Pasig City;


 


GMELINA
O. GUIANG, of legal age, Filipino, with residence address at 48-A Alley 2 Road 8, Project 6, Quezon City;


 


LAURENCE
ERICH C. CO, of legal age, Filipino, with residence address at 10 Tagdalit Street, Manresa, Quezon City;


 


They
are all collectively known as the “SELLERS”/ “SELLER”.


 


As
the “Seller” comprises more than one person:


 


		(a)	references
                                            to the “Seller” means each of those persons and references to “Sellers”
                                            means those persons collectively;



		(b)	references
                                            to a “Party” means each of the persons constituting the Seller;



		(c)	references
                                            to “Parties” means collectively the Sellers;



		(d)	the
                                            liability of each Seller under this Agreement is several.






WHEREAS:


		1.	NEW
                                            RETAIL EXPERIENCE, INCORPORATED (“NREI” or the “Corporation”)
                                            is a corporation duly organized and existing under the laws of the Philippines, having its
                                            registered office at Unit 405 Sofia Tower Don A. Roces Avenue Laging Handa, Quezon City,
                                            Second District, NCR, Philippines 1103.



		2.	The
                                            Corporation has an authorized capital stock of Fifteen Million Pesos (Php15,000,000.00) divided
                                            into Fifteen Million (15,000,000) founders voting shares with a par value of One Peso (Php1.00)
                                            per share, out of which Three Million Seven Hundred Fifty Thousand Pesos (Php3,750,000.00),
                                            divided into Three Million Seven Hundred Fifty Thousand (3,750,000) founders voting shares
                                            with a par value of Php1.00 per share is subscribed and paid. 



		3.	The
                                            Sellers are the legal and beneficial owners of an aggregate of Three Million Seven Hundred
                                            Fifty Thousand (3,750,000) founder’s voting shares with a par value of Php1.00 each,
                                            comprising one hundred percent (100%) of the issued and outstanding capital stock of NREI.



		4.	The
                                            Buyer has offered to purchase the shares of stock of the Sellers and the Sellers have agreed
                                            to sell, assign and transfer to the Buyer one hundred percent (100%) of the outstanding capital
                                            stock of NREI, on the terms and subject to the conditions hereinafter set forth.



NOW,
THEREFORE, the Parties agree as follows:


 


ARTICLE
I


SALE
AND PURCHASE OF THE SHARES


 


1.1
Sale and Purchase


In
consideration of the Purchase Price set forth in Section 2.1 and subject to the terms and conditions of this Agreement, each of the Sellers
hereby agree to sell, transfer and convey his/her respective Shares to the Buyer, and the Buyer agrees to purchase the Shares from the
Sellers, together with all rights, including without limitation, dividend, rights, attached or accruing to the Shares upon execution
of this Agreement.


 


1.2
Encumbrances


The
Shares shall be sold, transferred and conveyed by the Sellers and purchased by the Buyer, free and clear from any and all encumbrances.


 


1.3
Shares


The
shares which are the subject of this Agreement are set below, comprising One Hundred Percent (100%) of the outstanding capital stock
of NREI:


 


	Name
    of Stockholder	Number
    of Shares	Paid-up
    Capital
	1.      
    Michael George C. Lim	2,527,500	Php2,527,500.00
	2.      
    Mr. Aldrin M. Cerrado	262,500	262,500.00
	3.      
    Ms. Krystal Lyn T. Uy	375,000	375,000.00
	4.      
    Mr. Joshua Rueben G. Aragon	187,500	187,500.00
	5.      
    Ms. Jennifer Ann L. See	187,500	187,500.00
	6.      
    Ms. Gmelina O. Guiang	105,000	105,000.00
	7.      
    Mr. Laurence Erich C. Co	105,000	105,000.00
	TOTAL	3,750,000	Php3,750,000.00


 


 





ARTICLE
II


PURCHASE
PRICE


 


2.1
Purchase Price


The
purchase price for the Shares is ONE MILLION US DOLLARS (US$1,000,000.00) (the “Purchase Price”) and shall
be paid to each Seller, as follows:


 


	Name
    of Stockholder	Number
    of Shares	%
    Shareholding	Amount
    to be paid (US$)
	1.      
    Michael George C. Lim	2,527,500	67.40%	674,000
	2.      
    Mr. Aldrin M. Cerrado	262,500	7.00%	70,000
	3.      
    Ms. Krystal Lyn T. Uy	375,000	10.00%	100,000
	4.      
    Mr. Joshua Rueben G. Aragon	187,500	5.00%	50,000
	5.      
    Ms. Jennifer Ann L. See	187,500	5.00%	50,000
	6.      
    Ms. Gmelina O. Guiang	105,000	2.80%	28,000
	7.      
    Mr. Laurence Erich C. Co	105,000	2.80%	28,000
	TOTAL	3,750,000	100.00%	1,000,000


 


2.2
Manner of Payment


		(a)	All
                                            payments due under this Agreement shall be in US Dollars (US$) payable in the manner set
                                            forth herein below. 



 


		(b)	Upon
                                            execution of this Agreement, the amount of Two Hundred Thousand US Dollars (US$200,000.00),
                                            shall be paid in cash by remitting to the bank accounts of each of the Sellers listed below:
                                            



 


	Name
    of Stockholder	Bank
    and Account Number	Amount
    to be paid in cash (US$)
	1.      
    Michael George C. Lim	Bank
                                            of the Philippine Islands

    Account
    # 2389-1136-65

    Name:
    Michael George C. Lim

    Swift:
    BOPIPHMM
	134,800
	2.      
    Mr. Aldrin M. Cerrado	Metropolitan
                                            Bank & Trust Company

    Dollar
    Account # 2 6422 6400 9167

    Name:
    Aldrin M. Cerrado

    Swift:
    MBTCPHMM
	14,000
	3.      
    Ms. Krystal Lyn T. Uy	BDO
                                            Unibank

    Account
    # 100590059114

    Name:
    Krystal Lyn T Uy

    Swift:
    BNORPHMM
	20,000
	4.      
    Mr. Joshua Rueben G. Aragon	BDO
                                            Unibank

    Account
    # 000470750510

    Name:
    Joshua Rueben Go Aragon

    Swift:
    BNORPHMM
	10,000
	5.      
    Ms. Jennifer Ann L. See	Philippine
                                            Bank of Communications

    Dollar
    Account # 0229-27-100126-3

    Name:
    Lord Irwin See and Jennifer Ann See

    Swift:
    CPHIPHMM
	10,000
	6.      
    Ms. Gmelina O. Guiang	BDO
                                            Unibank

    Account
    # 741 001 7330

    Name:
    Gmelina Guiang and or Ferdinand Sia

    Swift:
    BNORPHMM

    Name:
    Laurence Erich Co
	5,600
	7.      
    Mr. Laurence Erich C. Co	Philippine
                                            National Bank

    Dollar
    Account No. 1051 1003 9550

    Name:
    Laurence Erich Co

    Swift:
    ﻿PNBMPHMM
	5,600
	TOTAL	 	200,000


 


(c)
The remaining Eight Hundred Thousand US Dollars (US$800,000.00) shall be paid to the Sellers in proportion to their shareholdings pursuant
to Section 2.1 above in Society Pass Incorporated NASDAQ listed shares. The value of the listed shares shall be based on the quoted closing
NASDAQ price of the trading day immediately before the Closing.


 


ARTICLE
III


CLOSING


 


3.1
Time and Date of the Closing


Closing
shall take place upon execution of this Agreement with the payment of the amount of Two Hundred Thousand US Dollars (USD200,000.00) and
issuance of the NASDAQ listed shares to the Sellers pursuant to Section 2.2 (b) and (c), respectively.


 


All
transactions required to be executed and actions required to be performed each on Closing Date shall be deemed to have taken place simultaneously,
and no transaction or action shall be deemed completed and no document shall be deemed to have been delivered until all transactions
are completed and all actions are performed.


 


3.2
Deliverables Upon Closing


The
following transactions and actions shall be executed or performed, as the case may be, upon Closing:


 


		(a)	Delivery
                                            of the amount of Two Hundred Thousand US Dollars (USD200,000.00) in cash gross of bank fees
                                            by the Buyer to the Seller under Section 2.2(b).



 


		(b)	Execution
                                            of Deeds of Assignments for all the Shares of the stockholders in favor of the Buyer, substantially
                                            in the form attached hereto as Exhibit “A”.



 


		(c)	Delivery
                                            of the Original Deed of Assignment and Waiver of Moral Rights dated August 12, 2021, where
                                            Krevi Krew, Inc. assigned and waived its moral rights over the PUSHKART.PH Online Grocery
                                            Website software in favor of NREI;



 


		(d)	Delivery
                                            to the Buyer of duly endorsed original stock certificates for all the Shares.



 


		(e)	Delivery
                                            of duly signed originals of the letters of resignation of the current directors of NREI.



 


		(f)	Delivery
                                            of Voting Trust Agreements or Proxy Forms in favor of Buyer and its assignees pending the
                                            acquisition of the CAR. 



 


		(g)	Delivery
                                            of original corporate documents relating to the registration of NREI with the applicable
                                            government entities, listed in Exhibit “B”. 



 


		(h)	Delivery
                                            of original Deed of Assignment with Waiver of Moral Rights and Trademark regarding the intellectual
                                            property rights over the software and the trademark in favor of the Buyer substantially in
                                            the form attached hereto as Exhibits “C” and “D”



 


		(i)	Delivery
                                            of a Certification issued by the existing Board of Directors of NREI that Michael George
                                            Lim has fully indemnified and paid NREI of any and all outstanding loans and tax obligations
                                            he may have with NREI.; and



 


		(j)	Delivery
                                            of Board Resolution authorizing and approving the issuance of seven (7) founders voting shares
                                            from the unissued shares to seven (7) designated nominees of the BUYER.



 


		(k)	Election
                                            of three (3) nominees of the Buyer to the Board of Directors of NREI including a change in
                                            the current signatories of the Corporation in the name of the Buyer’s nominees in a
                                            stockholders’ meeting validly called for such purpose.



 


		(l)	Upon
                                            completion of the Closing, NREI shall simultaneously conduct its Annual Stockholders’
                                            Meeting and SELLERS shall cause the election of BUYER’s seven (7) nominees to the Board
                                            of Directors who shall formally organize for the election of the officers and designation
                                            of the signatories, all of whom shall be nominees of the BUYER. 



 


3.2       Deliverables
Post-Closing


Within
five (5) days post Closing, BUYER shall deliver to SELLERS digital stock NASDAQ SoPA certificates registered in the names of the
Sellers.


 


3.3
       Delivery of Closing Documents


The
documents above-enumerated are to be delivered to Buyer’s counsel who shall be duty-bound not to release them to Buyer until confirmation
that the digital stock NASDAQ SoPA Certificates have been registered in the names of the Sellers.


 


 


ARTICLE
IV


CONDITIONS
PRECEDENT TO CLOSING


 


4.1
Conditions to the Obligations of the Sellers


The
obligation of the Sellers to complete the sale and purchase under this Agreement is subject to the satisfaction or fulfillment at or
prior to Closing Date of each of the following conditions, any of which may be waived in whole or in part by the Sellers in writing:


 


		(a)	all
                                            representations and warranties of the Buyer contained in this Agreement shall be true and
                                            correct in all respects at and as of the Closing Date with the same effect as though such
                                            representations and warranties were made at and as of Closing Date;



 


		(b)	the
                                            Buyer shall have performed and complied in all material respects with the covenants and agreements
                                            required by this Agreement to be performed or complied with at or prior to Closing Date;



 


		(c)	there
                                            is in effect no law or injunction issued by a court of competent jurisdiction making illegal,
                                            void, unenforceable or otherwise prohibiting or restraining the consummation of the transactions
                                            contemplated by this Agreement.



 





4.2
Conditions to the Obligations of the Buyer


The
obligation of the Buyer to complete the sale and purchase under this Agreement is subject to the satisfaction or fulfillment at or prior
to the Closing Date of each of the following conditions, any of which may be waived in whole or in part by the Buyer in writing:


 


		(a)	all
                                            representations and warranties of the Sellers contained in this Agreement shall be true and
                                            correct in all respects at and as of the Closing Date with the same effect as though such
                                            representations and warranties were made at and as of Closing Date;



 


		(b)	the
                                            Sellers shall have performed and complied in all material respects with the covenants and
                                            agreements required by this Agreement to be performed or complied with at or prior to Closing
                                            Date;



 


		(c)	there
                                            is in effect no law or injunction issued by a court of competent jurisdiction making illegal,
                                            void, unenforceable or otherwise prohibiting or restraining the consummation of the transactions
                                            contemplated by this Agreement.



 


		4.3	Management
                                            Transition 



Upon
execution of this Agreement until Closing, the Parties shall agree on a smooth transition of corporate governance and management, subject
to Section 7.1 below.


 


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF THE SELLERS


 


5.1
Representations and Warranties of each Seller


		(a)	The
                                            Sellers are of legal age and has full capacity to execute, deliver, and perform this Agreement.



 


		(b)	The
                                            execution and delivery of the Agreement by the Sellers and the consummation by the Sellers
                                            of the transactions contemplated hereby have been duly consented in writing by the legal
                                            spouse of the Sellers, if any, and no further approval is necessary to authorize the execution
                                            and delivery by the Sellers of this Agreement or the consummation by the Seller of the transactions
                                            contemplated hereby.



 


		(c)	This
                                            Agreement and each other document or instrument executed or to be executed in connection
                                            herewith have been duly and validly authorized, executed, and delivered by the Sellers and,
                                            assuming due authorization, execution, and delivery by the Buyer, are legal, valid and binding
                                            obligations of the Seller, enforceable against him in accordance with their respective terms.



 


		(d)	The
                                            execution, delivery and performance by the Sellers of this Agreement (i) do not and will
                                            not violate any provision of applicable law and (ii) do not and will not violate any agreement,
                                            judgment, injunction, order, decree or other instrument binding upon the Seller or any of
                                            its assets.



 


		(e)	The
                                            execution and delivery by the Sellers of this Agreement will not require the consent or approval
                                            of any Government Authority, government agencies in the Philippines and outside the Philippines.
                                            



 


5.2
Representations as to Ownership and Title


Each
Seller represents and warrants as to itself only that (i) he or she is the absolute legal and beneficial owners of his or her respective
Shares, with good, legal, marketable and indefeasible title to such Shares; (ii) the respective Shares of each Seller are fully paid,
non-assessable and are free and clear of any and all Encumbrances; (iii) the tax returns and corresponding taxes due on the acquisition
of the respective Shares of each Seller have been filed and paid with the Bureau of Internal Revenue (“BIR”); (iv) corresponding
Certificates Authorizing Registration (“CAR”) have been issued by the BIR in favor of the Seller, if applicable; (v) upon
completion of the transactions contemplated herein, the Buyer shall acquire an absolute, valid and indefeasible title over the Shares
and shall be able to exercise all rights, including full voting rights, with respect to such Shares. Each Seller hereby waives all rights,
interests and options on his or her respective Shares which may have accrued prior to Closing Date.


 


5.3
Representations and Warranties in Respect of NREI 


The
Sellers represent and warrant that


 


		(a)	NREI
                                            is validly incorporated, organized and subsisting in accordance with all applicable Philippine
                                            laws. NREI is in good standing with the Securities and Exchange Commission (“SEC”).
                                            



 


		(b)	NREI
                                            has a valid and existing Business Permit from Quezon City. 



 


		(c)	The
                                            Audited Financial Statements of NREI for the year ending December 31, 2020, and the interim
                                            financial statements until the date of the First Closing have been prepared in accordance
                                            with Philippine Financial Reporting Standards and present fairly, in all material respects,
                                            the financial position of NREI as of such date and the results of its operations as of such
                                            period. The AFS has been submitted to the Bureau of Internal Revenue (“BIR”)
                                            and the SEC. 



 


		(d)	There
                                            is no (i) pending dispute between NREI and the BIR and (ii) tax audit or investigation being
                                            undertaken by the BIR. To the best of Sellers’ knowledge, NREI has maintained proper
                                            and adequate records to enable it to comply in all material respects with its obligations
                                            to (i) prepare and submit any information, notices, computations, returns and payments required
                                            in respect of applicable tax laws; (ii) prepare any accounts necessary for compliance with
                                            applicable tax laws; and (iii) retain necessary records as required by applicable tax laws.
                                            To the best of Sellers’ knowledge, there is no material liability on NREI for any taxes
                                            in respect of any period up to the Closing Date for which a claim could be made by a taxing
                                            authority with jurisdiction over NREI and there are no circumstances of which Sellers are
                                            aware to give rise to such a liability.



 


		(e)	All
                                            material contracts to which NREI is a party are valid and enforceable against the contract
                                            counterparty and have been entered into for valid consideration. To the best of Sellers’s
                                            knowledge, NREI is not in default of any material contract nor has anything occurred or been
                                            omitted with respect to a material contract that would be a default but for the requirement
                                            of notice or lapse of time or both. 



 


		(f)	There
                                            has not been any loans or debt (whether or not due for payment and including contingent liabilities)
                                            or unfulfilled obligations owed by NREI, or other loans, credit facilities or financing arrangements
                                            to which NREI is a party either as a debtor, guarantor or surety. These include loans or
                                            debt secured in the ordinary course of business. 



 


		(g)	NREI
                                            is not liable for any arrears in wages, compensations, benefits, pensions, premiums, taxes
                                            or penalties for failure to comply with any applicable laws or regulations and has no liability
                                            under any employment contract or arrangement and neither are there claims in existence or
                                            pending against NREI from any employee. 



 


		(h)	NREI
                                            is registered with the National Privacy Commission. 



 


		(i)	NREI
                                            has commenced registration with the Social Security System, Home Development Mutual Fund
                                            and Philippine Health Insurance Commission and paid all the assessed fines and penalties
                                            for late registration. 



 


		(j)	The
                                            Deed of Assignment and Waiver of Moral Rights in favor of NREI for the registration of the
                                            software: Pushkart.ph Online Grocery Website, was filed with the National Library Office
                                            and that NREI warrants that there is no legal impediment to transfer the Certificate of Registration
                                            in the name of NREI. 



 


Sellers
further warrant to execute, deliver and perform all necessary actions as may be necessary to complete the application for the transfer
of registration of the software: Pushkart.ph Online Grocery Website in the name of NREI.


 


		(k)	There
                                            is no legal impediment for the future registration of Magento Community Edition 1.9 software
                                            with the National Library and Intellectual Property Office in the name of NREI. 



 


Sellers
further warrant to execute, deliver and perform all necessary actions as may be necessary to complete the application for the transfer
of registration of the software: Magento Community Edition 1.9 in the name of NREI.


 


		(l)	There
                                            shall be no action or decision that will be performed by the Corporation that may prejudice
                                            the rights and interests of the BUYER prior to the Closing.



 


 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE BUYER


 


6.1
Organization


Push
Delivery Pte Ltd is a corporation duly organized, validly existing, and in good standing under the laws of the Republic of Singapore.


 


6.2
Authority


		(a)	The
                                            Buyer has all requisite corporate power and authority to enter into and deliver this Agreement,
                                            and each other document or instrument executed or to be executed in connection herewith,
                                            to which it is a party, to perform its obligations hereunder and thereunder and to consummate
                                            the transactions contemplated hereby and thereby.



 


		(b)	The
                                            execution and delivery by the Buyer of this Agreement and each other document or instrument
                                            executed or to be executed in connection herewith, the performance by the Buyer of its obligations
                                            herein and therein and the consummation by the Buyer of the transactions contemplated hereby
                                            have been duly authorized by all necessary corporate action on the part of the Buyer. 



 


		(c)	This
                                            Agreement has been, and each other document or instrument to be executed in connection herewith
                                            shall be, duly executed and delivered by the Buyer. 



 


		(d)	Assuming
                                            the due authorization, execution and delivery of this Agreement and each other document or
                                            instrument executed or to be executed in connection herewith by the Sellers, this Agreement
                                            constitutes, and each other document or instrument executed or to be executed in connection
                                            herewith when so executed and delivered will constitute legal, valid and binding obligations
                                            of the Buyer enforceable against the Buyer in accordance with their terms.



 


		(e)	Upon
                                            complete payment of the Purchase Price and execution of all Deeds of Assignment covering
                                            the Shares, the Buyer represents that it has the capacity and ability to own and operate
                                            NREI, subject to the increase in authorized capital stock which will be applied for with
                                            the Securities and Exchange Commission to comply with the Retail Trade Liberalization Act
                                            or Republic Act No. 8762. 



 


 


ARTICLE
VII


COVENANTS
AND AGREEMENTS


 


7.1
Conduct of the Business of NREI


During
the period between the date of this Agreement and the Closing, the Sellers shall use commercially reasonable efforts to cause their respective
nominees in the board of directors of NREI to cause NREI to operate its business in the ordinary course in accordance with law and applicable
legal and administrative requirements and so as to maintain it as a going concern, and not to do anything which is not in the ordinary
course of business except as contemplated by this Agreement or as consented to in writing by the Buyer (which consent the Buyer will
not withhold, delay or condition unreasonably). Therefore, by way of example only and without prejudice to the generality of the foregoing,
but subject to any prohibitions in law, the Sellers will cause NREI (or its nominees in the Board of Directors of NREI) without prior
written consent of the Buyer (which consent the Buyer will not withhold, delay or condition unreasonably), not to:


 


		(a)	assume
                                            any material debt or obligation other than in the ordinary course of business;



 


		(b)	grant
                                            or obtain guarantees and/or execute loans or other financial instruments;



 


		(c)	waive
                                            or assign any material right, including right to receivables;



 


		(d)	release,
                                            discharge or compound any material liability or claim;



 


		(e)	with
                                            respect to the directors, officers or employees of NREI:



 


		i.	increase
                                            the renumeration or the terms of the remuneration payable to any of them;



 


		ii.	pay
                                            or agree to pay any further contribution or benefits not required or permitted by any existing
                                            plan or agreement to any of them;



 


		iii.	enter
                                            any employment agreement (other than as required to maintain its business in the ordinary
                                            course) or resolve to dismiss any of them (other than with cause or by mutual agreement);



 


except
as such activities are required to be performed by mandatory provisions of law.


 


		(f)	make
                                            any material investment expenditure or undertake to make any material investment expenditure,
                                            except in the ordinary course of business;



 


		(g)	make
                                            any change as to the manner of keeping books, accounts, or records of NREI, or in the accounting
                                            practices therein reflected, except as required by law or the Philippines Financial Reporting
                                            Standards respectively;



 


		(h)	pass
                                            shareholders’ resolution other than in the ordinary course of business;



 


		(i)	issue
                                            new shares, or issue any securities convertible into or carrying the right to subscribe quotas
                                            or enter into any agreement obliging it to do any of the foregoing;



 


		(j)	declare
                                            or pay any dividends or other distribution with respect to the shareholdings held in NREI;



 


		(k)	other
                                            than in the ordinary course of business, terminate, withdraw, or amend (other than the usual
                                            extensions) any material contract to which it is a party; and



 


		(l)	purchase,
                                            sale, transfer or otherwise dispose in whole or in part of material shareholdings, assets,
                                            business, undertaking or revenues;



 


7.2
Taxes; Transaction Costs


		(a)	The
                                            Buyer shall bear its own expenses in connection with the authorization, preparation, execution
                                            of, and performance of its obligations under this Agreement and all other documentation and
                                            actions contemplated hereby.



 


		(b)	Any
                                            documentary stamp tax, or any other tax in the nature of a transfer or recordation tax, due
                                            on the transfer of the Shares shall be for the sole account of the Buyer. The capital gains
                                            tax, if any, or any other income tax arising from the transfer of the Shares shall be for
                                            the sole account of each of the Sellers. The Sellers shall deliver to the Buyer the Certificate
                                            Authorizing Registration (“CAR”) within a period of SIXTY (60) days from the
                                            Closing Date; provided that such period may be extended by the mutual consent of the
                                            Buyer and each of the Sellers.



 


 


ARTICLE
VIII


TERMINATION


 


8.1
Mutual Agreement to Terminate


This
Agreement and the transactions or actions contemplated herein may be terminated and abandoned by the written mutual consent of the Buyer
and Sellers.


 


		8.2	Termination
                                            by Notice



		a.	This
                                            Agreement and the transactions contemplated herein may be terminated and abandoned by either
                                            the Sellers or the Buyer if any Governmental Authority with jurisdiction over such matters
                                            shall have issued a final and non-appealable Governmental Order restraining, enjoining or
                                            otherwise prohibiting the consummation of the transactions contemplated by this Agreement
                                            immediately upon receipt by the other Party of the Notice of Termination; provided, however,
                                            that neither the Sellers nor the Buyer may terminate this Agreement pursuant to this Section
                                            unless the Party seeing to terminate this Agreement has used all commercially reasonable
                                            efforts to oppose any such Government Order vacated or made inapplicable to the transactions
                                            contemplated by this Agreement. 



 


		b.	This
                                            Agreement shall be terminated due to any substantial breach of the obligations under this
                                            Agreement, including but not limited to non-payment of the Purchase Price upon execution
                                            of this Agreement. 



 


8.3
Effects of Termination


The
obligations of the parties under Article 9, and Sections 10.1, 10.4, 10.6, 10.7, 10.12 and 10.13 below, shall survive notwithstanding
the termination of this Agreement under any of the foregoing Sections of this Article 9.


 


The
Termination of this Agreement by either Party shall entitle the other Party to reimbursement of all of its documented reasonable costs
incurred in connection with the authorization, preparation, execution of, and performance of its obligations under this Agreement. In
addition, the Party who caused the Termination shall immediately, without demand, return any and all documents delivered by the Sellers
pursuant to this Agreement. 


 


 


ARTICLE
IX


ANNOUNCEMENTS
AND CONFIDENTIALITY


 


9.1
Announcements


		(a)	No
                                            announcements concerning the existence or the subject matter of this Agreement or any ancillary
                                            matter shall be made by or on behalf of each of the Sellers without the prior written approval
                                            of the Buyer.



 


		(b)	Notwithstanding
                                            the provisions of Section 9.1(a) of this Agreement, the Sellers may make announcement concerning
                                            the existence of the subject matter of this Agreement if required by (i) applicable law or
                                            (ii) any Governmental Authority to which that the Sellers are subject to or submit to, wherever
                                            situated.



 


		(c)	Any
                                            announcement which is allowed under Section 9.1 (b) of this Agreement shall be given after
                                            the Sellers making the announcement has (i) to such extent permitted by law, first given
                                            notice to the Buyer of its intention to make such announcement and (ii) taken all such steps
                                            as may be reasonable and practicable under the circumstances to agree to the contents of
                                            such announcements with the Buyer.



 


9.2
Confidentiality of the Agreement


Each
Party shall (and shall cause its directors, officers, employees, agents and advisors to) at all times:


 


		(a)	keep
                                            this Agreement, the negotiations and relating to any of the provisions in this Agreement,
                                            the transactions or actions contemplated by this Agreement and the documents prepared or
                                            executed as a result thereby strictly confidential and shall not disclose these to any other
                                            person.



 


		(b)	not
                                            use any information referred to in Section 9.1(a) for any other purpose other than in relation
                                            to the proper performance of its obligations and the exercise of its rights under this Agreement.



 


9.3
Exceptions to Section 9.2


The
provisions of Section 9.2 above shall not apply to:


 


		(a)	any
                                            information in the public domain otherwise than by breach of this Agreement;



 


		(b)	information
                                            in the possession of a Party before that information was disclosed to it by or on behalf
                                            of the other Party which was not obtained under any obligation of confidentiality;



 


		(c)	information
                                            obtained from a third party which is free to disclose the same, and which is not obtained
                                            under any obligation of confidentiality;



 


		(d)	information
                                            if and to the extent required by law or any Governmental Authority; or



 


		(e)	information
                                            provided to a Party’s advisers, representatives, consultants and auditors, provided
                                            that any such party agrees to keep all such information confidential in accordance with
                                            Section 9.2 of this Agreement.



 


9.4
Other Confidential Information


The
Parties agree that the confidentiality and non-use obligations set forth in Term Sheet dated 3 August 2021 with respect to any Confidential
Information, shall continue to be effective.


 


 


ARTICLE
X


MISCELLANEOUS


 


10.1
Notices


		(a)	All
                                            notices, request, demands, claims and other communications that are required or may be given
                                            to the Sellers pursuant to this Agreement must be in writing and delivered personally against
                                            written receipt or by reputable courier to:



 


SELLERS


 


Name
of representative: MICHAEL GEORGE LIM


Address:
Unit 9A Cluster 3, Greenhills Garden Square, Col. Bonny Serrano Ave., Quezon City


Email
address: mike@pushkart.ph


Phone
number: +63917 883 0284


 


		(b)	All
                                            notices, request, demands, claims and other communications that are required or may be given
                                            to the Buyer pursuant to this Agreement must be in writing and delivered personally against
                                            written receipt or by reputable courier to:



 


BUYER


 


Name
of representative: Dennis Nguyen


Address:
Grace Global Raffles, #10-02, 137 Market Street, Singapore, 048943


Email
address: dennis@thesocietypass.com


Phone
number: +65-6518-9382


 


		(c)	Any
                                            such notice or other communication will be deemed to have been given (i) if personally delivered,
                                            when so delivered, against written receipt, (ii) if sent by reputable overnight courier two
                                            (2) business days after being so sent.



 


		(d)	Any
                                            notice, request, demand, claim or other communication given hereunder using any other means
                                            (including ordinary mail or electronic mail) shall not be deemed to have been duly given
                                            unless and until such notice, request, demand, claim or other communication is actually received
                                            by the individual for whom it is intended.



 


10.2
Assignment


Neither
this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by the Sellers or the Buyer without
the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed) and any purported assignment
or delegation in violation hereof shall be null and void.


 


10.3
Amendments and Waiver; Exclusive Remedies


		(a)	This
                                            Agreement may not be modified or amended except in writing signed by the Party or Parties
                                            against whom enforcement is sought.



 


		(b)	The
                                            terms of this Agreement may be waived only by a written instrument signed by the Party or
                                            Parties waiving compliance.



 


		(c)	No
                                            waiver of any provision of any provision of this Agreement shall be deemed or shall constitute
                                            a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute
                                            a continuing waiver unless otherwise provided.



 


		(d)	No
                                            delay on the part of any Party hereto in exercising any right, power or privilege hereunder
                                            shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
                                            power or privilege hereunder preclude any other or further exercise thereof or the exercise
                                            of any other right, power or privilege hereunder. Whenever this Agreement requires or permits
                                            consent by or on behalf of a Party, such consent shall be given in writing in a manner consistent
                                            with the requirements for a waiver of compliance as set forth in this Section 10.3 The rights
                                            and remedies herein provided shall be the exclusive rights and remedies available to the
                                            Parties hereto at law or in equity.



 


10.4
Entire Agreement


		(a)	This
                                            Agreement and the related documents contained or attached as exhibits hereto or expressly
                                            contemplated hereby or referred to herein (including, without limitation, the Confidentiality
                                            Agreement) contain the entire understanding of the Parties relating to the subject matter
                                            hereof and supersede all prior written or oral and all contemporaneous oral agreements and
                                            understandings relating to the subject matter hereof.



 


		(b)	All
                                            the exhibits contained in this Agreement are hereby incorporated by reference into and made
                                            part of this Agreement for all purposes.



 


10.5
No Third-Party Beneficiary


This
Agreement is made for the sole benefit of the Parties hereto and their respective successors, executors and permitted assigns, and nothing
contained herein, express or implied, is intended to or shall confer upon any other Person or any third-party beneficiary, any legal
or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


10.6
Governing Law


This
Agreement will be governed by and construed and interpreted in accordance with the laws of the Republic of the Philippines.


 


11.7
Neutral Construction


		(a)	The
                                            Parties hereto confirm and agree that this Agreement was negotiated fairly between them at
                                            arm’s length and that the final terms of this Agreement are products of the Parties’
                                            negotiations.



 


		(b)	Each
                                            Party confirms that it has sought and received legal counsel of its own choosing with regard
                                            to the contents of this Agreement and the rights and obligations affected hereby.



 


		(c)	The
                                            parties hereto confirm that this Agreement shall be deemed to have been jointly and equally
                                            drafted by them, and that no provisions of this Agreement should be construed against either
                                            Party on the grounds that such Party drafted or was more responsible for drafting such provision.



 


10.8
Severability


In
the event that any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision or part of
a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision
or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal
and enforceable to the maximum extent permitted, provided that any such reform or construction does not affect the economic or legal
substance of the transactions contemplated hereby in a manner adverse to any Party.


 


10.9
Headings; Construction


The
descriptive headings of the Articles, Sections and Sub-Sections of this Agreement are inserted for convenience only and in case of conflict,
the body of each Article, Section or Sub-section shall at all times prevail over its heading. Unless otherwise indicated, any reference
in this Agreement to an Article, Section or Sub-section refers to the specified Article, Section or Sub-section in this Agreement.


 


10.10
Counterparts


This
Agreement may be executed and delivered in one or more counterparts, each of which shall be an original, but all of which shall constitute
one and the same instrument. If this Agreement is executed and delivered in counterparts, any party may thereafter require that both
Parties originally execute and deliver as sufficient number of additional copies of this Agreement so that each Party may have two fully
executed originals of this Agreement.


 


10.11
Dispute Resolution


Any
dispute, controversy or claim arising in connection with this Agreement, or the subject matter of this Agreement, including such dispute
as to the formation, validity, interpretation, performance, breach, effect and termination of this Agreement (a “Dispute”),
shall be resolved amicably by the Sellers and the Buyer in accordance with the following:


 


		(a)	The
                                            Sellers and Buyer mutually desire that friendly collaboration be maintained between themselves.
                                            Accordingly, they shall try to resolve in a friendly manner all disagreements and misunderstandings
                                            connected with their respective rights and obligations under this Agreement, including any
                                            amendments hereof. 



 


		(b)	To
                                            the extent that any dispute cannot be resolved agreeably in a friendly manner, the dispute
                                            may be mediated by such mutually-acceptable mediator as may be chosen by the Parties within
                                            forty-five (45) days after written notice by the Party seeking mediation. The Parties may
                                            also agree to attempt some other form of Alternative Dispute Resolution (“ADR”)
                                            in lieu of mediation including by way of example applying the Philippine Dispute Resolution
                                            Inc. (“PDRCI”) Arbitration rules.



 


		(c)	Nothing
                                            in this clause will prevent either party from resorting to judicial proceedings.



 


		(d)	Each
                                            Party shall bear its own costs of mediation or ADR, but Buyer and Sellers agree to share
                                            equally the costs of the arbitrator, mediator, or other person or forum to whom or to which
                                            the Parties jointly appeal for assistance in resolving a dispute.



 


10.13
Indemnification


Each
Seller severally covenants and agrees to indemnify the Buyer, its shareholders, officers, directors, employees, agents and affiliates
from and against any and all losses, liabilities, claims, causes of action, suits, damages and expenses (including reasonable attorney’s
fees and expenses) on account of any inaccuracy in any representation or breach of any warranty or covenant made by such Seller pursuant
to this Agreement, and resulting from any acts or events which occurred prior to the Closing Date.


 


Each
Buyer severally covenants and agree to indemnify the Sellers, its shareholders, officers, directors, employees, agents and affiliates
from and against any and all losses, liabilities, claims, causes of action, suits, damages and expenses (including reasonable attorney’s
fees and expenses) on account of any inaccuracy in any representation or breach of any warranty or covenant made by such Buyer pursuant
to this Agreement.


 


10.14
Exclusive Venue


The
Parties agree and stipulate that the exclusive venue of any arbitration proceeding or any other proceeding including court proceeding,
under this Agreement shall be the City of Makati (the “Agreed Venue”), to the exclusion of all other venues.
For this purpose, the Parties also expressly consent to personal jurisdiction in the Agreed Venue.


 


 


 


 


[SIGNATURE
PAGES FOLLOW]









    	1 



    	 



    

 


WITNESS
OUR HANDS this14th day of February 2022 at __________________.


 


 


 


	Michael
                           George C. Lim

    Seller

    TIN:
257-833-686-000
	Aldrin
                           M. Cerrado

    Seller

    TIN:
129-433-783-000

	Joshua
        Rueben G. Aragon

    Seller

    TIN:
229-841-413-000
	Jennifer
        Ann L. See

    Seller

    TIN:
153985469

	Laurence
        Erich C. Co

    Seller

    TIN:
408-919-328-000
	Gmelina
        O. Guiang

    Seller

    TIN:
208-519-746-000

	Krystal
                    Lyn T. Uy

    Seller

    TIN:
211774666 



 


 


SIGNED
IN THE PRESENCE OF:


 


 


 


___________________________________________________________


 


 


 


 


 


[NOTARY
PAGE FOLLOWS]


 


 


 




    	2 



    	 



    

 


ACKNOWLEDGMENT


 


Republic
of the Philippines )


Makati
City)S.S.


 


 


BEFORE
ME, a notary public duly authorized in the city named above to take acknowledgments, personally appeared:


	Name	Identification
    No. (Passport No. or any Government Issued ID No.	Place/Date
    of Issue
	Michael
    George C. Lim	 	 
	Aldrin
    M. Cerrado	 	 
	Joshua
    Rueben G. Aragon	 	 
	Jennifer
    Ann L. See	 	 
	Laurence
    Erich C. Co	 	 
	Gmelina
    O. Guiang	 	 
	Krystal
    Lyn T. Uy	 	 


 


who
were identified by me through competent evidence of identity to be the same persons described in the foregoing instruments, who acknowledged
before me that their signatures on the instrument was voluntarily affixed by them for the purposes stated therein, and who declared to
me that they executed the instrument as their free and voluntary act and deed and the free and voluntary act and deed of their principals.


 


This
instrument refers to a Share Purchase Agreement consisting of twenty-five (25) pages, including this page signed by the parties and their
material witnesses on each and every page thereof.


 


WITNESS
MY HAND AND SEAL this ________________.


 


Doc.
No. ___;


Page
No. ___;


Book
No. ___;


Series
of 2022.




    	3 



    	 



    

WITNESS
MY HAND THIS 14th day of February 2022 at _________________.


 


 


	 	Push
                           Delivery Pte Ltd

     

    By:
    Dennis Nguyen

    Buyer

    TIN:



 


 


 


[NOTARY
AND APOSTILLE]




    	4 



    	 



    

 


EXHIBIT
A 


FORM
OF DEED OF ASSIGNMENT OF SHARES


 


THIS
DEED OF ASSIGNMENT (the “Deed”), executed this February 14, 2022 at ______________ by:


 


 


[NAME],
[nationality], [civil status], of legal age, with address at [address], (hereinafter referred to as the “Seller”);


 


-in
favor of-


 


 


[NAME
OF CORPORATION], a corporation duly organized and existing under and by virtue of the laws of [place of incorporation], with principal
office [address of the principal office] (hereinafter referred to as the “Buyer”).


 


WITNESSETH;
That- 


 


WHEREAS,
the Seller is the sole, absolute, beneficial and registered owner of [number of shares] ([_]) shares of stock (“Shares”),
represented by Stock Certificate Number __, in NEW RETAIL EXPERIENCE, INCORPORATED (“NREI” or the “Corporation”)
is a corporation duly organized and existing under the laws of the Philippines, having its registered office at Unit 405 Sofia Tower
Don A. Roces Avenue Laging Handa, Quezon City, Second District, NCR, Philippines 1103.


 


WHEREAS,
Seller has offered to sell the Shares to the Buyer, and the Buyer has accepted the offer;


 


NOW
THEREFORE, for valuable consideration in the amount of [purchase price ([_]), the Seller hereby absolutely and irrevocably sells, assigns,
transfers and conveys unto the Buyer full rights, ownership, possession and title to the Shares, free from all encumbrances, liens and
charges.


 


 


IN
WITNESS WHEREOF, the Parties hereto have signed this Deed this 09 day of February 2022, at _____________ City, Philippines.


 


	By:	 	By:
	 	 	 

     

     

     

	Seller	 	Buyer


 


 


SIGNED
IN THE PRESENCE OF:


___________________________________________________________




    	5 



    	 



    

ACKNOWLEDGMENT


 


Republic
of the Philippines )


_______)
S.S.


 


 


BEFORE
ME, a notary public duly authorized in the city named above to take acknowledgments, personally appeared:


 


	Name	Identification
    No. (Passport No. or any Government Issued ID No.	Place/Date
    of Issue
	 	 	 
	 	 	 


 


who
were identified by me through competent evidence of identity to be the same persons described in the foregoing instruments, who acknowledged
before me that their signatures on the instrument was voluntarily affixed by them for the purposes stated therein, and who declared to
me that they executed the instrument as their free and voluntary act and deed.


This
instrument refers to Deed of Assignment consisting of _____ (___) pages, including this page signed by the parties and their material
witnesses on each and every page thereof.


 


WITNESS
MY HAND AND SEAL this ________________.


 


 


Doc.
No. ___;


Page
No. ___;


Book
No. ___;


Series
of 2022.


 



    	6 



    	 



    




 


 


EXHIBIT
“B” 


 


CLOSING
DOCUMENTS TO BE DELIVERED BY THE SELLERS, THROUGH MR. MICHAEL GEORGE C. LIM TO BUYER


		1.	Original
                                            copies of the Certificate of Incorporation and By-Laws of New Retail Experience, Incorporated
                                            (“NREI”)



		2.	Stock
                                            Certificate Book 



		3.	Stock
                                            and Transfer Book



		4.	NREI
                                            Dry Seal



		5.	Quezon
                                            City Local Government Unit Mayor’s Permit Plate 



		6.	NREI’s
                                            Bureau of Internal Revenue (“BIR”)’s Certificate of Registration (TIN 010-455-785-000)
                                            dated June 19, 2020 



		7.	NREI’s
                                            BIR-registered books of Cash Disbursement, Cash Receipt, Journal, Ledger, Subsidiary Purchase
                                            and Subsidiary Sales 



		8.	Original
                                            Authority to Print (OCN3AU0001806034) dated July 10, 2020, covering the printing of Sales
                                            Invoice, Collection Receipt and Delivery Receipt 



		9.	Original
                                            Certificate of Registration with Social Security Service, if secured before the Closing Date
                                            



		10.	Original
                                            Certificate of Registration with Home Development Mutual Fund, if secured before the Closing
                                            Date 



		11.	Original
                                            Certificate of Registration with Philippine Health Insurance Commission, if secured before
                                            the Closing Date 



		12.	Original
                                            Certificate of Registration with National Privacy Commission with Registration No. PIC-001-065-2021
                                            with effectivity until March 8, 2022 



		13.	Original
                                            Certificate of Registration issued by the Intellectual Property Office for the Trademark
                                            of “pushkart.ph” 



		14.	Original
                                            Certificate of Registration and deposit entitled: PUSHKART.PH ONLINE GROCERY WEBSITE registered
                                            with the National Library of the Philippines



		15.	Original
                                            Deed of Assignment and Waiver of Moral Rights dated August 12, 2021 where Kevi Krew, Inc.
                                            assigned and waived its moral rights over the PUSHKART.PH ONLINE GROCERY WEBSITE software
                                            in favor of NREI





    	7 



    	 



    

 


EXHIBIT
C


DEED
OF ASSIGNMENT WITH WAIVER OF MORAL RIGHTS


 


KNOW
ALL MEN BY THESE PRESENTS:


 


This
ASSIGNMENT OF COPYRIGHT AND WAIVER OF MORAL RIGHTS over the work entitled:


 


Pushkart.ph
Online Grocery Website


 


executed
by and between:


 


NEW
RETAIL EXPERIENCE INCORPORATED, a domestic corporation with office address located Unit 405 Sofia Tower, Don A. Roces Ave., Laging
Handa, Quezon City, represented herein by [], with Secretary’s Certificate dated [] hereinafter referred to as the “Assignor”.


 


		-	and
                                            –



		-	



Push
Delivery Pte Ltd. (“Push Delivery”),
a corporation registered under the laws of the Republic of Singapore with office address at Grace Global Raffles, #10-02, 137 Market
Street, Singapore, 048943, hereinafter represented by its Chief Executive Officer, Dennis Nguyen, hereafter referred to as the
“Assignee”


WITNESSETH,
That:


 


1.                  
 The Assignor is the Owner of the work entitled Pushkart.ph Online Grocery Website (hereinafter referred to as the “Work”);


 


2.                  
The Assignor desires to assign and transfer his copyright over the work in favor of the Assignee and waive his moral rights over the
same;


 


3.                  
The Assignee is willing to accept the assignment of copyright and waiver of moral rights over the Work;


 


4.                  
For good and valuable consideration, receipt of which is hereby acknowledged, the Assignor hereby assigns and transfers unto the Assignee
all of his rights and interests in the copyright over the Work, which consists of the following:


 


		a.	The
                                            exclusive right to produce the Work or a substantial portion thereof or to authorize a third
                                            party to reproduce the Work on his behalf; 



 


		b.	The
                                            exclusive right to the first distribution of the original of the Work or each copy thereof
                                            either by sale or other form of transfer;



 


		c.	The
                                            exclusive right to prepare derivative versions or adaptations of the Work;



 


		d.	The
                                            exclusive right to prohibit the unauthorized public exhibition or display of Work;



 


		e.	The
                                            exclusive right to secure from the National Library a copyright registration over the Work
                                            in its name and the right to recover damages arising from the infringement of copyright over
                                            the Work; and



 


		f.	Such
                                            other rights as are necessary in the Assignee’s exercise of exclusive ownership of
                                            copyright over the Work;



 


5.               
For the same consideration mentioned in item number 4, the Assignor likewise hereby expressly waives his moral rights over the Work,
which consists of the following:


 


		a.	The
                                            right to require that the authorship of the Work be attributed to him, in particular, the
                                            right that his name, as far as practicable, be indicated in a prominent way on the copies,
                                            and in accordance with the public use of his Work;



b.
The right to make any alterations of his Work prior to, or to withhold it from, publication;


		c.	The
                                            right to object to any distortion, mutilation, or other modification of, or other derogatory
                                            action in relation to, his Work which would be prejudicial to his honor or reputation; and



		d.	The
                                            right to restrain the use of his name with respect to any work not of his creation or in
                                            a distorted version of his Work.



6.       The
waiver by the Assignor of his moral rights over the Work as stipulated in item number 5 notwithstanding, the Assignee hereby undertakes
not to use the name of the Assignor, or the title of his Work, or otherwise to make use of his reputation with respect to any version
or adaptation of his Work which, because of alterations therein, would substantially tend to injure the literary or artistic reputation
of another author; or to use the name of the Assignor with respect to a work he did not create.


 


IN
WITNESS WHEREOF, the undersigned Assignor and Assignee have executed these presents this ___ of ___________ 202 at _____________.


 


 


In
the presence of:


 


______________________________________________


 


 


ACKNOWLEDGMENT


 


REPUBLIC
OF THE PHILIPPINES)


______________________________)
S.S.


 


BEFORE
ME, a Notary Public, in and for ___________, this ___day of___________2022, personally appeared the following:


 


Name
Government Issued ID Date/Place Issued


 


_______________________
_______________________ ________/_______________


 


_______________________
_______________________ ________/_______________


 


 


known
to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same are in an act
of their free will and deed and that of their respective principals.


 


WITNESS
MY HAND AND SEAL on the date and at the place first hereinabove written.


 


 


 


Doc.
No.


Page
No.


Book
No.


Series
of 2022.




    	8 



    	 



    

EXHIBIT
D


DEED
OF ASSIGNMENT 


OF
REGISTERED TRADEMARK


 


KNOW
ALL MEN BY THESE PRESENTS:


 


 


This
ASSIGNMENT OF REGISTERED TRADEMARK executed by and between:


 


NEW
RETAIL EXPERIENCE INCORPORATED, a domestic corporation with office address located Unit 405 Sofia Tower, Don A. Roces Ave., Laging
Handa, Quezon City, represented herein by [], with Secretary’s Certificate dated [] hereinafter referred to as the “Assignor”.


 


		-	and
                                            –



		-	



Push
Delivery Pte Ltd. (“Push Delivery”),
a corporation registered under the laws of the Republic of Singapore with office address at Grace Global Raffles, #10-02, 137 Market
Street, Singapore, 048943, hereinafter represented by its Chief Executive Officer, Dennis Nguyen, hereafter referred to as the
“Assignee”


 


 


W
I T N E S S E T H:


 


1.                  
 That the ASSIGNOR has/have adopted, used and is/are using the Trademark/Trade name/Service mark/Collective mark or Trade name “pushkart.ph”,
on his/her/its their goods/products/business/services which was registered under Certificate of Registration No. 4-2020-514102 issued
on 18 April 2021 by the Intellectual Property Office;


 


2.                  
 That the ASSIGNEE(S) is/are desirous of acquiring said Trademark/Trade name/Service mark/Collective mark or Trade name and the registration
thereof;


 


3.                  
That for good and valuable consideration, receipt of which is hereby acknowledged, the ASSIGNOR does/do hereby sell, assign and transfer
unto the said ASSIGNEE(S) all the rights, title and interest in and to the herein subject Trademark/Trade name/Service mark/Collective
mark or Trade name together with the goodwill of the business that has accrued through the use; and


 


IN
WITNESS WHEREOF, the undersigned ASSIGNOR(S) and ASSIGNEE(S) have executed these presents this ___ of ___________ 2022 at _______.


 


In
the presence of:


 


______________________________________________


Witness
for the AssignorWitness for the Assignee


(Signature
over printed name)(Signature over printed name)


 


 


ACKNOWLEDGMENT


 


REPUBLIC
OF THE PHILIPPINES)


______________________________)
S.S.


 


BEFORE
ME, a Notary Public, in and for ___________, this ___day of___________2022, personally appeared the following:


 


Name
Government Issued ID Date/Place Issued


 


_______________________
_______________________ ________/_______________


_______________________
_______________________ ________/_______________


 


known
to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free
act and deed.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this ____day of ________________at ______________.


 


Doc.
No.


Page
No.


Book
No.


Series
of 20__.


 






    	9