Share
Purchase Agreement


 


Between


 


Sustainable
Projects Group Inc.


225
Banyan Blvd. – Suite 220


Naples,
FL 34102, USA


Represented
by Stefan Muehlbauer (Chief Executive Officer)


 


And


 





SP
                                         Group (Europe) AG


Falkenstrasse
26


CH-8008
Zurich


Represented
by Christopher Grunder (Chief Executive Officer)


 





 


	1.	Preamble


 


	 	1.1	The
    firm myfactor.io AG is a joint stock company (hereinafter the “company”) with its head office in Ruggel, Principality
    of Liechtenstein. The company’s purpose is the acquisition and exploitation of all kinds of claims; the holding and
    management, acquisition, and sales of ownership interests, acquisition, sales, management, and exploitation of moveable property
    and real estate, patents and other industrial property rights as well as the conducting of all business transactions related
    to this purpose and other business which the board of directors considers to be in the interest of the company.
	 	1.2	The
    company has EUR50,000 of share capital divided into 50,000 fully paid-in freely negotiable bearer shares with a face value
    of EUR1 each.
	 	1.3	The
    seller has free disposition as owner of all 50,000 bearer shares in the company, i.e. of 100 percent of the share capital
    in the company.
	 	1.4	The
    present Agreement governs the procedure for the sales of the Shares as follows.


 


	2	Subject
    Matter of the Agreement


 


	 	2.1	The
    seller hereby sells to the buyer 50,000 (fifty thousand) bearer shares with a face value totaling EUR50,000 (fifty thousand)
    in the company for the total price of EUR220,000 (Euro two hundred twenty thousand).
	 	2.2	The
    sale and the assignment of benefit and risk is carried out by its entry in the share register, which is performed by the depositary
    Conethal AG.


 




    	 	 	 



    	 



    

 





 


	3	Assurances
    of the Seller


 


	 	3.1	The
    seller states explicitly that it has free disposition as owner of the 50,000 bearer shares in the company. It guarantees that
    it has the unlimited right to sell and assign these shares and that the shares are free of any rights of third-parties.
	 	3.2	The
    seller undertakes to turn over to the buyer all documents of the company still in its possession with the assignment of the
    shares.
	 	3.3	The
    seller gives the buyer its assurance that it has to the best of its knowledge disclosed everything to the buyer, to the extent
    that the seller had access to the firm’s documents as a shareholder.
	 	3.4	The
    seller undertakes to maintain confidentiality with the respect to third-parties concerning all facts that have come into its
    knowledge in its capacity as the owner of the company.


 


	4	Assurances
    of the Buyer


 


	 	4.1	The
    buyer undertakes to pay the full sale price upon the signing of the agreement. In return the entry into the share register
    will be made.


 


	5	Final
    Provisions


 


	 	5.1	If
    any provision of this agreement is or should become ineffective, void, invalid or unenforceable, or if the agreement contains
    a loophole, this shall have no bearing upon the legal force of the remaining provisions of the agreement. The parties shall
    replace the ineffective, void, invalid, or unenforceable provision with a provision that best corresponds to the original
    provisions purpose and financial objectives. The same applies in case of a loophole in the agreement.
	 	5.2	Any
    changes or additions to this agreement must be maid in written form.
	 	5.3	This
    agreement is subject to the laws of Switzerland.
	 	5.4	For
    any disputes arising from or in connection with this agreement, including disputes over its valid realization, validity, amending,
    or dissolving, the parties agree to the exclusive jurisdiction of the ordinary courts of law in the company’s home office.
	 	5.5	This
    agreement has been drawn up in duplicate. Each party shall receive one counter-part.


 


	SP
    Group (Europe) AG	 	Sustainable
    Projects Group Inc.
	/s/
    Christopher Grunder	 	/s/
    Stefan Muehlbauer
	Christopher
                                         Grunder - CEO 

        
	 	Stefan
    Muehlbauer - CEO 
	 	 	 
	31 May
2018__________

        
	 	31 May
2018__________

        

	Date
    / City	 	Date
    / City