8-K
SOCIETY PASS INCORPORATED. (SOPA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): February14, 2022
SOCIETY PASS INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 001-41037 | 83-1019155 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 701 S. Carson Street, Suite 200<br><br> <br>Carson City, Nevada 89701 | ||
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| (Address of principal executive offices) |
(+65) 6518-9382
**(**Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading<br><br> <br>Symbol | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | SOPA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01Entry into a Material Definitive Agreement
On February 14, 2022, Push Delivery PTE Ltd., a Republic of Singapore corporation (the “Buyer"), a wholly owned subsidiary of SOPA Technology PTE LTD, a Singapore company, which in turn is a 95% owned subsidiary of Society Pass Incorporated, a Nevada corporation (the “Company”) acquired all of the outstanding capital stock of New Retail Experience, Incorporated, a Philippines company d/b/a Pushkart (“Pushkart”), which consists of 3,750,000 shares (the “Pushkart Shares”), one Peso per share pursuant to a Share Purchase Agreement (the “Agreement”) dated February 14, 2022 among the Buyer and all of the shareholders of Pushkart (the “Sellers”).
Pursuant to the Agreement, the total purchase price paid by the Buyer for the Pushkart shares was $1,000,000, that was payable to the Sellers as follows:
1) $200,000 in cash upon the execution of the Agreement; and
2) $800,000 in common stock of the Company, valued at the closing price of the Company’s common stock on February 12, 2022, which was $3.53 per share, which equaled a total of 226,629 shares of Company common stock.
The Share Purchase Agreement includes representations, warranties and covenants of the Buyer and the Sellers as well as other customary closing conditions.
Pushkart is an online grocery delivery service in Philippines.
The foregoing summary description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item3.02 Unregistered Sales of Equity Securities
To the extent required by Item 3.02, the disclosure set forth in Item 1.01 above regarding the issuance of shares of the Company’s common stock pursuant to the Agreement is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 1.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) Pro forma financial information.
The pro forma financial information required by this Item, with respect to the acquisition described in Item 1.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits.
| Exhibit No. | Description of Exhibits |
|---|---|
| 10.1 | Share purchase agreement, dated February 14, 2022, among the Buyer and the Sellers. |
| 99.1 | Press Release |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
|---|---|---|
| By: | /s/ Dennis Nguyen | |
| Name | : Dennis Nguyen | |
| Title: | Chief Executive Officer | |
| Date: February 17, 2022 |
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SHAREPURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of February 14, 2022 is entered into by and among:
PushDelivery 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
MICHAELGEORGE 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;
ALDRINM. CERRADO, of legal age, Filipino, with residence address at Unit 6G The Grand Hamptons Tower 2, Fort Bonifacio, Taguig City;
KRYSTALLYN T. UY, of legal age, Filipino, with residence address at 46 A. Bonifacio St., Karuhatan, Valenzuela City;
JOSHUARUEBEN G. ARAGON, of legal age, Filipino, with residence address at 24 Sampaguita St., Valle Verde 2, Ugong, Pasig City;
JENNIFERANN L. SEE, of legal age, Filipino, with residence address at 80 Elisco Road, San Joaquin, Pasig City;
GMELINAO. GUIANG, of legal age, Filipino, with residence address at 48-A Alley 2 Road 8, Project 6, Quezon City;
LAURENCEERICH 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<br> to the “Seller” means each of those persons and references to “Sellers”<br> means those persons collectively; |
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| (b) | references<br> to a “Party” means each of the persons constituting the Seller; |
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| (c) | references<br> to “Parties” means collectively the Sellers; |
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| (d) | the<br> liability of each Seller under this Agreement is several. |
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WHEREAS:
| 1. | NEW RETAIL EXPERIENCE, INCORPORATED (“NREI” or the “Corporation”)<br> is a corporation duly organized and existing under the laws of the Philippines, having its<br> registered office at Unit 405 Sofia Tower Don A. Roces Avenue Laging Handa, Quezon City,<br> Second District, NCR, Philippines 1103. |
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| 2. | The<br> Corporation has an authorized capital stock of Fifteen Million Pesos (Php15,000,000.00) divided<br> into Fifteen Million (15,000,000) founders voting shares with a par value of One Peso (Php1.00)<br> per share, out of which Three Million Seven Hundred Fifty Thousand Pesos (Php3,750,000.00),<br> divided into Three Million Seven Hundred Fifty Thousand (3,750,000) founders voting shares<br> with a par value of Php1.00 per share is subscribed and paid. |
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| 3. | The<br> Sellers are the legal and beneficial owners of an aggregate of Three Million Seven Hundred<br> Fifty Thousand (3,750,000) founder’s voting shares with a par value of Php1.00 each,<br> comprising one hundred percent (100%) of the issued and outstanding capital stock of NREI. |
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| 4. | The<br> Buyer has offered to purchase the shares of stock of the Sellers and the Sellers have agreed<br> to sell, assign and transfer to the Buyer one hundred percent (100%) of the outstanding capital<br> stock of NREI, on the terms and subject to the conditions hereinafter set forth. |
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NOW,THEREFORE, the Parties agree as follows:
ARTICLEI
SALEAND PURCHASE OF THE SHARES
1.1Sale 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.
1.2Encumbrances
The Shares shall be sold, transferred and conveyed by the Sellers and purchased by the Buyer, free and clear from any and all encumbrances.
1.3Shares
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. <br> Michael George C. Lim | 2,527,500 | Php2,527,500.00 |
| 2. <br> Mr. Aldrin M. Cerrado | 262,500 | 262,500.00 |
| 3. <br> Ms. Krystal Lyn T. Uy | 375,000 | 375,000.00 |
| 4. <br> Mr. Joshua Rueben G. Aragon | 187,500 | 187,500.00 |
| 5. <br> Ms. Jennifer Ann L. See | 187,500 | 187,500.00 |
| 6. <br> Ms. Gmelina O. Guiang | 105,000 | 105,000.00 |
| 7. <br> Mr. Laurence Erich C. Co | 105,000 | 105,000.00 |
| TOTAL | 3,750,000 | Php3,750,000.00 |
ARTICLEII
PURCHASEPRICE
2.1Purchase Price
The purchase price for the Shares is ONE MILLION US DOLLARS (US$1,000,000.00) (the “Purchase Price”) and shall be paid to each Seller, as follows:
| Name<br> of Stockholder | Number<br> of Shares | %<br> Shareholding | Amount<br> to be paid (US$) |
|---|---|---|---|
| 1. <br> Michael George C. Lim | 2,527,500 | 67.40% | 674,000 |
| 2. <br> Mr. Aldrin M. Cerrado | 262,500 | 7.00% | 70,000 |
| 3. <br> Ms. Krystal Lyn T. Uy | 375,000 | 10.00% | 100,000 |
| 4. <br> Mr. Joshua Rueben G. Aragon | 187,500 | 5.00% | 50,000 |
| 5. <br> Ms. Jennifer Ann L. See | 187,500 | 5.00% | 50,000 |
| 6. <br> Ms. Gmelina O. Guiang | 105,000 | 2.80% | 28,000 |
| 7. <br> Mr. Laurence Erich C. Co | 105,000 | 2.80% | 28,000 |
| TOTAL | 3,750,000 | 100.00% | 1,000,000 |
2.2Manner of Payment
| (a) | All<br> payments due under this Agreement shall be in US Dollars (US$) payable in the manner set<br> forth herein below. | |
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| (b) | Upon<br> execution of this Agreement, the amount of Two Hundred Thousand US Dollars (US$200,000.00),<br> shall be paid in cash by remitting to the bank accounts of each of the Sellers listed below: | |
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| Name of Stockholder | Bank and Account Number | Amount to be paid in cash (US$) |
| --- | --- | --- |
| 1. <br> Michael George C. Lim | Bank<br> of the Philippine Islands<br><br> <br>Account<br> # 2389-1136-65<br><br> <br>Name:<br> Michael George C. Lim<br><br> <br>Swift:<br> BOPIPHMM | 134,800 |
| 2. <br> Mr. Aldrin M. Cerrado | Metropolitan<br> Bank & Trust Company<br><br> <br>Dollar<br> Account # 2 6422 6400 9167<br><br> <br>Name:<br> Aldrin M. Cerrado<br><br> <br>Swift:<br> MBTCPHMM | 14,000 |
| 3. <br> Ms. Krystal Lyn T. Uy | BDO<br> Unibank<br><br> <br>Account<br> # 100590059114<br><br> <br>Name:<br> Krystal Lyn T Uy<br><br> <br>Swift:<br> BNORPHMM | 20,000 |
| 4. <br> Mr. Joshua Rueben G. Aragon | BDO<br> Unibank<br><br> <br>Account<br> # 000470750510<br><br> <br>Name:<br> Joshua Rueben Go Aragon<br><br> <br>Swift:<br> BNORPHMM | 10,000 |
| 5. <br> Ms. Jennifer Ann L. See | Philippine<br> Bank of Communications<br><br> <br>Dollar<br> Account # 0229-27-100126-3<br><br> <br>Name:<br> Lord Irwin See and Jennifer Ann See<br><br> <br>Swift:<br> CPHIPHMM | 10,000 |
| 6. <br> Ms. Gmelina O. Guiang | BDO<br> Unibank<br><br> <br>Account<br> # 741 001 7330<br><br> <br>Name:<br> Gmelina Guiang and or Ferdinand Sia<br><br> <br>Swift:<br> BNORPHMM<br><br> <br>Name:<br> Laurence Erich Co | 5,600 |
| 7. <br> Mr. Laurence Erich C. Co | Philippine<br> National Bank<br><br> <br>Dollar<br> Account No. 1051 1003 9550<br><br> <br>Name:<br> Laurence Erich Co<br><br> <br>Swift:<br> 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.
ARTICLEIII
CLOSING
3.1Time 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.
3.2Deliverables Upon Closing
The following transactions and actions shall be executed or performed, as the case may be, upon Closing:
| (a) | Delivery<br> of the amount of Two Hundred Thousand US Dollars (USD200,000.00) in cash gross of bank fees<br> by the Buyer to the Seller under Section 2.2(b). |
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| (b) | Execution<br> of Deeds of Assignments for all the Shares of the stockholders in favor of the Buyer, substantially<br> in the form attached hereto as Exhibit “A”. |
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| (c) | Delivery<br> of the Original Deed of Assignment and Waiver of Moral Rights dated August 12, 2021, where<br> Krevi Krew, Inc. assigned and waived its moral rights over the PUSHKART.PH Online Grocery<br> Website software in favor of NREI; |
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| (d) | Delivery<br> to the Buyer of duly endorsed original stock certificates for all the Shares. |
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| (e) | Delivery<br> of duly signed originals of the letters of resignation of the current directors of NREI. |
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| (f) | Delivery<br> of Voting Trust Agreements or Proxy Forms in favor of Buyer and its assignees pending the<br> acquisition of the CAR. |
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| (g) | Delivery<br> of original corporate documents relating to the registration of NREI with the applicable<br> government entities, listed in Exhibit “B”. |
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| (h) | Delivery<br> of original Deed of Assignment with Waiver of Moral Rights and Trademark regarding the intellectual<br> property rights over the software and the trademark in favor of the Buyer substantially in<br> the form attached hereto as Exhibits “C” and “D” |
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| (i) | Delivery<br> of a Certification issued by the existing Board of Directors of NREI that Michael George<br> Lim has fully indemnified and paid NREI of any and all outstanding loans and tax obligations<br> he may have with NREI.; and |
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| (j) | Delivery<br> of Board Resolution authorizing and approving the issuance of seven (7) founders voting shares<br> from the unissued shares to seven (7) designated nominees of the BUYER. |
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| (k) | Election<br> of three (3) nominees of the Buyer to the Board of Directors of NREI including a change in<br> the current signatories of the Corporation in the name of the Buyer’s nominees in a<br> stockholders’ meeting validly called for such purpose. |
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| (l) | Upon<br> completion of the Closing, NREI shall simultaneously conduct its Annual Stockholders’<br> Meeting and SELLERS shall cause the election of BUYER’s seven (7) nominees to the Board<br> of Directors who shall formally organize for the election of the officers and designation<br> of the signatories, all of whom shall be nominees of the BUYER. |
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3.2 DeliverablesPost-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.
ARTICLEIV
CONDITIONSPRECEDENT TO CLOSING
4.1Conditions 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<br> representations and warranties of the Buyer contained in this Agreement shall be true and<br> correct in all respects at and as of the Closing Date with the same effect as though such<br> representations and warranties were made at and as of Closing Date; |
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| (b) | the<br> Buyer shall have performed and complied in all material respects with the covenants and agreements<br> required by this Agreement to be performed or complied with at or prior to Closing Date; |
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| (c) | there<br> is in effect no law or injunction issued by a court of competent jurisdiction making illegal,<br> void, unenforceable or otherwise prohibiting or restraining the consummation of the transactions<br> contemplated by this Agreement. |
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4.2Conditions 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<br> representations and warranties of the Sellers contained in this Agreement shall be true and<br> correct in all respects at and as of the Closing Date with the same effect as though such<br> representations and warranties were made at and as of Closing Date; |
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| (b) | the<br> Sellers shall have performed and complied in all material respects with the covenants and<br> agreements required by this Agreement to be performed or complied with at or prior to Closing<br> Date; |
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| (c) | there<br> is in effect no law or injunction issued by a court of competent jurisdiction making illegal,<br> void, unenforceable or otherwise prohibiting or restraining the consummation of the transactions<br> contemplated by this Agreement. |
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| 4.3 | Management Transition |
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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.
ARTICLEV
REPRESENTATIONSAND WARRANTIES OF THE SELLERS
5.1Representations and Warranties of each Seller
| (a) | The<br> Sellers are of legal age and has full capacity to execute, deliver, and perform this Agreement. |
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| (b) | The<br> execution and delivery of the Agreement by the Sellers and the consummation by the Sellers<br> of the transactions contemplated hereby have been duly consented in writing by the legal<br> spouse of the Sellers, if any, and no further approval is necessary to authorize the execution<br> and delivery by the Sellers of this Agreement or the consummation by the Seller of the transactions<br> contemplated hereby. |
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| (c) | This<br> Agreement and each other document or instrument executed or to be executed in connection<br> herewith have been duly and validly authorized, executed, and delivered by the Sellers and,<br> assuming due authorization, execution, and delivery by the Buyer, are legal, valid and binding<br> obligations of the Seller, enforceable against him in accordance with their respective terms. |
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| (d) | The<br> execution, delivery and performance by the Sellers of this Agreement (i) do not and will<br> not violate any provision of applicable law and (ii) do not and will not violate any agreement,<br> judgment, injunction, order, decree or other instrument binding upon the Seller or any of<br> its assets. |
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| (e) | The<br> execution and delivery by the Sellers of this Agreement will not require the consent or approval<br> of any Government Authority, government agencies in the Philippines and outside the Philippines. |
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5.2Representations 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.
5.3Representations and Warranties in Respect of NREI
The Sellers represent and warrant that
| (a) | NREI<br> is validly incorporated, organized and subsisting in accordance with all applicable Philippine<br> laws. NREI is in good standing with the Securities and Exchange Commission (“SEC”). |
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| (b) | NREI<br> has a valid and existing Business Permit from Quezon City. |
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| (c) | The<br> Audited Financial Statements of NREI for the year ending December 31, 2020, and the interim<br> financial statements until the date of the First Closing have been prepared in accordance<br> with Philippine Financial Reporting Standards and present fairly, in all material respects,<br> the financial position of NREI as of such date and the results of its operations as of such<br> period. The AFS has been submitted to the Bureau of Internal Revenue (“BIR”)<br> and the SEC. |
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| (d) | There<br> is no (i) pending dispute between NREI and the BIR and (ii) tax audit or investigation being<br> undertaken by the BIR. To the best of Sellers’ knowledge, NREI has maintained proper<br> and adequate records to enable it to comply in all material respects with its obligations<br> to (i) prepare and submit any information, notices, computations, returns and payments required<br> in respect of applicable tax laws; (ii) prepare any accounts necessary for compliance with<br> applicable tax laws; and (iii) retain necessary records as required by applicable tax laws.<br> To the best of Sellers’ knowledge, there is no material liability on NREI for any taxes<br> in respect of any period up to the Closing Date for which a claim could be made by a taxing<br> authority with jurisdiction over NREI and there are no circumstances of which Sellers are<br> aware to give rise to such a liability. |
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| (e) | All<br> material contracts to which NREI is a party are valid and enforceable against the contract<br> counterparty and have been entered into for valid consideration. To the best of Sellers’s<br> knowledge, NREI is not in default of any material contract nor has anything occurred or been<br> omitted with respect to a material contract that would be a default but for the requirement<br> of notice or lapse of time or both. |
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| (f) | There<br> has not been any loans or debt (whether or not due for payment and including contingent liabilities)<br> or unfulfilled obligations owed by NREI, or other loans, credit facilities or financing arrangements<br> to which NREI is a party either as a debtor, guarantor or surety. These include loans or<br> debt secured in the ordinary course of business. |
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| (g) | NREI<br> is not liable for any arrears in wages, compensations, benefits, pensions, premiums, taxes<br> or penalties for failure to comply with any applicable laws or regulations and has no liability<br> under any employment contract or arrangement and neither are there claims in existence or<br> pending against NREI from any employee. |
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| (h) | NREI<br> is registered with the National Privacy Commission. |
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| (i) | NREI<br> has commenced registration with the Social Security System, Home Development Mutual Fund<br> and Philippine Health Insurance Commission and paid all the assessed fines and penalties<br> for late registration. |
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| (j) | The<br> Deed of Assignment and Waiver of Moral Rights in favor of NREI for the registration of the<br> software: Pushkart.ph Online Grocery Website, was filed with the National Library Office<br> and that NREI warrants that there is no legal impediment to transfer the Certificate of Registration<br> in the name of NREI. |
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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<br> is no legal impediment for the future registration of Magento Community Edition 1.9 software<br> with the National Library and Intellectual Property Office in the name of NREI. |
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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<br> shall be no action or decision that will be performed by the Corporation that may prejudice<br> the rights and interests of the BUYER prior to the Closing. |
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ARTICLEVI
REPRESENTATIONSAND WARRANTIES OF THE BUYER
6.1Organization
Push Delivery Pte Ltd is a corporation duly organized, validly existing, and in good standing under the laws of the Republic of Singapore.
6.2Authority
| (a) | The<br> Buyer has all requisite corporate power and authority to enter into and deliver this Agreement,<br> and each other document or instrument executed or to be executed in connection herewith,<br> to which it is a party, to perform its obligations hereunder and thereunder and to consummate<br> the transactions contemplated hereby and thereby. |
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| (b) | The<br> execution and delivery by the Buyer of this Agreement and each other document or instrument<br> executed or to be executed in connection herewith, the performance by the Buyer of its obligations<br> herein and therein and the consummation by the Buyer of the transactions contemplated hereby<br> have been duly authorized by all necessary corporate action on the part of the Buyer. |
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| (c) | This<br> Agreement has been, and each other document or instrument to be executed in connection herewith<br> shall be, duly executed and delivered by the Buyer. |
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| (d) | Assuming<br> the due authorization, execution and delivery of this Agreement and each other document or<br> instrument executed or to be executed in connection herewith by the Sellers, this Agreement<br> constitutes, and each other document or instrument executed or to be executed in connection<br> herewith when so executed and delivered will constitute legal, valid and binding obligations<br> of the Buyer enforceable against the Buyer in accordance with their terms. |
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| (e) | Upon<br> complete payment of the Purchase Price and execution of all Deeds of Assignment covering<br> the Shares, the Buyer represents that it has the capacity and ability to own and operate<br> NREI, subject to the increase in authorized capital stock which will be applied for with<br> the Securities and Exchange Commission to comply with the Retail Trade Liberalization Act<br> or Republic Act No. 8762. |
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ARTICLEVII
COVENANTSAND AGREEMENTS
7.1Conduct 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<br> any material debt or obligation other than in the ordinary course of business; |
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| (b) | grant<br> or obtain guarantees and/or execute loans or other financial instruments; |
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| (c) | waive<br> or assign any material right, including right to receivables; |
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| (d) | release,<br> discharge or compound any material liability or claim; |
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| (e) | with<br> respect to the directors, officers or employees of NREI: |
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| i. | increase<br> the renumeration or the terms of the remuneration payable to any of them; |
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| ii. | pay<br> or agree to pay any further contribution or benefits not required or permitted by any existing<br> plan or agreement to any of them; |
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| iii. | enter<br> any employment agreement (other than as required to maintain its business in the ordinary<br> course) or resolve to dismiss any of them (other than with cause or by mutual agreement); |
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except as such activities are required to be performed by mandatory provisions of law.
| (f) | make<br> any material investment expenditure or undertake to make any material investment expenditure,<br> except in the ordinary course of business; |
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| (g) | make<br> any change as to the manner of keeping books, accounts, or records of NREI, or in the accounting<br> practices therein reflected, except as required by law or the Philippines Financial Reporting<br> Standards respectively; |
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| (h) | pass<br> shareholders’ resolution other than in the ordinary course of business; |
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| (i) | issue<br> new shares, or issue any securities convertible into or carrying the right to subscribe quotas<br> or enter into any agreement obliging it to do any of the foregoing; |
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| (j) | declare<br> or pay any dividends or other distribution with respect to the shareholdings held in NREI; |
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| (k) | other<br> than in the ordinary course of business, terminate, withdraw, or amend (other than the usual<br> extensions) any material contract to which it is a party; and |
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| (l) | purchase,<br> sale, transfer or otherwise dispose in whole or in part of material shareholdings, assets,<br> business, undertaking or revenues; |
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7.2Taxes; Transaction Costs
| (a) | The<br> Buyer shall bear its own expenses in connection with the authorization, preparation, execution<br> of, and performance of its obligations under this Agreement and all other documentation and<br> actions contemplated hereby. |
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| (b) | Any<br> documentary stamp tax, or any other tax in the nature of a transfer or recordation tax, due<br> on the transfer of the Shares shall be for the sole account of the Buyer. The capital gains<br> tax, if any, or any other income tax arising from the transfer of the Shares shall be for<br> the sole account of each of the Sellers. The Sellers shall deliver to the Buyer the Certificate<br> Authorizing Registration (“CAR”) within a period of SIXTY (60) days from the<br> Closing Date; provided that such period may be extended by the mutual consent of the<br> Buyer and each of the Sellers. |
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ARTICLEVIII
TERMINATION
8.1Mutual 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<br> Agreement and the transactions contemplated herein may be terminated and abandoned by either<br> the Sellers or the Buyer if any Governmental Authority with jurisdiction over such matters<br> shall have issued a final and non-appealable Governmental Order restraining, enjoining or<br> otherwise prohibiting the consummation of the transactions contemplated by this Agreement<br> immediately upon receipt by the other Party of the Notice of Termination; provided, however,<br> that neither the Sellers nor the Buyer may terminate this Agreement pursuant to this Section<br> unless the Party seeing to terminate this Agreement has used all commercially reasonable<br> efforts to oppose any such Government Order vacated or made inapplicable to the transactions<br> contemplated by this Agreement. |
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| b. | This<br> Agreement shall be terminated due to any substantial breach of the obligations under this<br> Agreement, including but not limited to non-payment of the Purchase Price upon execution<br> of this Agreement. |
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8.3Effects 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*.*
ARTICLEIX
ANNOUNCEMENTSAND CONFIDENTIALITY
9.1Announcements
| (a) | No<br> announcements concerning the existence or the subject matter of this Agreement or any ancillary<br> matter shall be made by or on behalf of each of the Sellers without the prior written approval<br> of the Buyer. |
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| (b) | Notwithstanding<br> the provisions of Section 9.1(a) of this Agreement, the Sellers may make announcement concerning<br> the existence of the subject matter of this Agreement if required by (i) applicable law or<br> (ii) any Governmental Authority to which that the Sellers are subject to or submit to, wherever<br> situated. |
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| (c) | Any<br> announcement which is allowed under Section 9.1 (b) of this Agreement shall be given after<br> the Sellers making the announcement has (i) to such extent permitted by law, first given<br> notice to the Buyer of its intention to make such announcement and (ii) taken all such steps<br> as may be reasonable and practicable under the circumstances to agree to the contents of<br> such announcements with the Buyer. |
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9.2Confidentiality of the Agreement
Each Party shall (and shall cause its directors, officers, employees, agents and advisors to) at all times:
| (a) | keep<br> this Agreement, the negotiations and relating to any of the provisions in this Agreement,<br> the transactions or actions contemplated by this Agreement and the documents prepared or<br> executed as a result thereby strictly confidential and shall not disclose these to any other<br> person. |
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| (b) | not<br> use any information referred to in Section 9.1(a) for any other purpose other than in relation<br> to the proper performance of its obligations and the exercise of its rights under this Agreement. |
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9.3Exceptions to Section 9.2
The provisions of Section 9.2 above shall not apply to:
| (a) | any<br> information in the public domain otherwise than by breach of this Agreement; |
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| (b) | information<br> in the possession of a Party before that information was disclosed to it by or on behalf<br> of the other Party which was not obtained under any obligation of confidentiality; |
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| (c) | information<br> obtained from a third party which is free to disclose the same, and which is not obtained<br> under any obligation of confidentiality; |
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| (d) | information<br> if and to the extent required by law or any Governmental Authority; or |
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| (e) | information<br> 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<br> Section 9.2 of this Agreement. |
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9.4Other 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.
ARTICLEX
MISCELLANEOUS
10.1Notices
| (a) | All<br> notices, request, demands, claims and other communications that are required or may be given<br> to the Sellers pursuant to this Agreement must be in writing and delivered personally against<br> written receipt or by reputable courier to: |
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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<br> notices, request, demands, claims and other communications that are required or may be given<br> to the Buyer pursuant to this Agreement must be in writing and delivered personally against<br> written receipt or by reputable courier to: |
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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<br> such notice or other communication will be deemed to have been given (i) if personally delivered,<br> when so delivered, against written receipt, (ii) if sent by reputable overnight courier two<br> (2) business days after being so sent. |
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| (d) | Any<br> notice, request, demand, claim or other communication given hereunder using any other means<br> (including ordinary mail or electronic mail) shall not be deemed to have been duly given<br> unless and until such notice, request, demand, claim or other communication is actually received<br> by the individual for whom it is intended. |
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10.2Assignment
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.
10.3Amendments and Waiver; Exclusive Remedies
| (a) | This<br> Agreement may not be modified or amended except in writing signed by the Party or Parties<br> against whom enforcement is sought. |
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| (b) | The<br> terms of this Agreement may be waived only by a written instrument signed by the Party or<br> Parties waiving compliance. |
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| (c) | No<br> waiver of any provision of any provision of this Agreement shall be deemed or shall constitute<br> a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute<br> a continuing waiver unless otherwise provided. |
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| (d) | No<br> delay on the part of any Party hereto in exercising any right, power or privilege hereunder<br> shall operate as a waiver thereof, nor shall any single or partial exercise of any right,<br> power or privilege hereunder preclude any other or further exercise thereof or the exercise<br> of any other right, power or privilege hereunder. Whenever this Agreement requires or permits<br> consent by or on behalf of a Party, such consent shall be given in writing in a manner consistent<br> with the requirements for a waiver of compliance as set forth in this Section 10.3 The rights<br> and remedies herein provided shall be the exclusive rights and remedies available to the<br> Parties hereto at law or in equity. |
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10.4Entire Agreement
| (a) | This<br> Agreement and the related documents contained or attached as exhibits hereto or expressly<br> contemplated hereby or referred to herein (including, without limitation, the Confidentiality<br> Agreement) contain the entire understanding of the Parties relating to the subject matter<br> hereof and supersede all prior written or oral and all contemporaneous oral agreements and<br> understandings relating to the subject matter hereof. |
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| (b) | All<br> the exhibits contained in this Agreement are hereby incorporated by reference into and made<br> part of this Agreement for all purposes. |
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10.5No 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.
10.6Governing Law
This Agreement will be governed by and construed and interpreted in accordance with the laws of the Republic of the Philippines.
11.7Neutral Construction
| (a) | The<br> Parties hereto confirm and agree that this Agreement was negotiated fairly between them at<br> arm’s length and that the final terms of this Agreement are products of the Parties’<br> negotiations. |
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| (b) | Each<br> Party confirms that it has sought and received legal counsel of its own choosing with regard<br> to the contents of this Agreement and the rights and obligations affected hereby. |
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| (c) | The<br> parties hereto confirm that this Agreement shall be deemed to have been jointly and equally<br> drafted by them, and that no provisions of this Agreement should be construed against either<br> Party on the grounds that such Party drafted or was more responsible for drafting such provision. |
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10.8Severability
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.
10.9Headings; 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.
10.10Counterparts
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.
10.11Dispute 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<br> Sellers and Buyer mutually desire that friendly collaboration be maintained between themselves.<br> Accordingly, they shall try to resolve in a friendly manner all disagreements and misunderstandings<br> connected with their respective rights and obligations under this Agreement, including any<br> amendments hereof. |
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| (b) | To<br> the extent that any dispute cannot be resolved agreeably in a friendly manner, the dispute<br> may be mediated by such mutually-acceptable mediator as may be chosen by the Parties within<br> forty-five (45) days after written notice by the Party seeking mediation. The Parties may<br> also agree to attempt some other form of Alternative Dispute Resolution (“ADR”)<br> in lieu of mediation including by way of example applying the Philippine Dispute Resolution<br> Inc. (“PDRCI”) Arbitration rules. |
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| (c) | Nothing<br> in this clause will prevent either party from resorting to judicial proceedings. |
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| (d) | Each<br> Party shall bear its own costs of mediation or ADR, but Buyer and Sellers agree to share<br> equally the costs of the arbitrator, mediator, or other person or forum to whom or to which<br> the Parties jointly appeal for assistance in resolving a dispute. |
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10.13Indemnification
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.
10.14Exclusive 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 |
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WITNESSOUR HANDS this14^th^ day of February 2022 at __________________.
| Michael George C. Lim<br><br> <br>Seller<br><br> <br>TIN:<br>257-833-686-000 | Aldrin M. Cerrado<br><br> <br>Seller<br><br> <br>TIN:<br>129-433-783-000 |
|---|---|
| Joshua Rueben G. Aragon<br><br> <br>Seller<br><br> <br>TIN:<br>229-841-413-000 | Jennifer Ann L. See<br><br> <br>Seller<br><br> <br>TIN:<br>153985469 |
| Laurence Erich C. Co<br><br> <br>Seller<br><br> <br>TIN:<br>408-919-328-000 | Gmelina O. Guiang<br><br> <br>Seller<br><br> <br>TIN:<br>208-519-746-000 |
| Krystal Lyn T. Uy<br><br> <br>Seller<br><br> <br>TIN:<br>211774666 |
SIGNED IN THE PRESENCE OF:
___________________________ ________________________________
[NOTARY PAGE FOLLOWS]
| 2 |
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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<br> George C. Lim | ||
| Aldrin<br> M. Cerrado | ||
| Joshua<br> Rueben G. Aragon | ||
| Jennifer<br> Ann L. See | ||
| Laurence<br> Erich C. Co | ||
| Gmelina<br> O. Guiang | ||
| Krystal<br> 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 |
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WITNESSMY HAND THIS 14^th^ day of February 2022 at _________________.
| Push Delivery Pte Ltd<br><br> <br>****<br><br> <br>By: Dennis Nguyen<br><br> <br>Buyer<br><br> <br>TIN: |
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[NOTARYAND APOSTILLE]
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EXHIBITA
FORMOF 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-
[NAMEOF 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.
INWITNESS 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:
___________________________ ________________________________
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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.
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EXHIBIT“B”
CLOSINGDOCUMENTS TO BE DELIVERED BY THE SELLERS, THROUGH MR. MICHAEL GEORGE C. LIM TO BUYER
| 1. | Original<br> copies of the Certificate of Incorporation and By-Laws of New Retail Experience, Incorporated<br> (“NREI”) |
|---|---|
| 2. | Stock<br> Certificate Book |
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| 3. | Stock<br> and Transfer Book |
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| 4. | NREI<br> Dry Seal |
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| 5. | Quezon<br> City Local Government Unit Mayor’s Permit Plate |
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| 6. | NREI’s<br> Bureau of Internal Revenue (“BIR”)’s Certificate of Registration (TIN 010-455-785-000)<br> dated June 19, 2020 |
| --- | --- |
| 7. | NREI’s<br> BIR-registered books of Cash Disbursement, Cash Receipt, Journal, Ledger, Subsidiary Purchase<br> and Subsidiary Sales |
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| 8. | Original<br> Authority to Print (OCN3AU0001806034) dated July 10, 2020, covering the printing of Sales<br> Invoice, Collection Receipt and Delivery Receipt |
| --- | --- |
| 9. | Original<br> Certificate of Registration with Social Security Service, if secured before the Closing Date |
| --- | --- |
| 10. | Original<br> Certificate of Registration with Home Development Mutual Fund, if secured before the Closing<br> Date |
| --- | --- |
| 11. | Original<br> Certificate of Registration with Philippine Health Insurance Commission, if secured before<br> the Closing Date |
| --- | --- |
| 12. | Original<br> Certificate of Registration with National Privacy Commission with Registration No. PIC-001-065-2021<br> with effectivity until March 8, 2022 |
| --- | --- |
| 13. | Original<br> Certificate of Registration issued by the Intellectual Property Office for the Trademark<br> of “pushkart.ph” |
| --- | --- |
| 14. | Original<br> Certificate of Registration and deposit entitled: PUSHKART.PH ONLINE GROCERY WEBSITE registered<br> with the National Library of the Philippines |
| --- | --- |
| 15. | Original<br> Deed of Assignment and Waiver of Moral Rights dated August 12, 2021 where Kevi Krew, Inc.<br> assigned and waived its moral rights over the PUSHKART.PH ONLINE GROCERY WEBSITE software<br> in favor of NREI |
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| 7 |
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EXHIBITC
DEEDOF 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:
NEWRETAIL 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<br> – |
|---|---|
| - | |
| --- |
PushDelivery 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<br> exclusive right to produce the Work or a substantial portion thereof or to authorize a third<br> party to reproduce the Work on his behalf; |
|---|---|
| b. | The<br> exclusive right to the first distribution of the original of the Work or each copy thereof<br> either by sale or other form of transfer; |
| --- | --- |
| c. | The<br> exclusive right to prepare derivative versions or adaptations of the Work; |
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| d. | The<br> exclusive right to prohibit the unauthorized public exhibition or display of Work; |
| --- | --- |
| e. | The<br> exclusive right to secure from the National Library a copyright registration over the Work<br> in its name and the right to recover damages arising from the infringement of copyright over<br> the Work; and |
| --- | --- |
| f. | Such<br> other rights as are necessary in the Assignee’s exercise of exclusive ownership of<br> 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<br> right to require that the authorship of the Work be attributed to him, in particular, the<br> right that his name, as far as practicable, be indicated in a prominent way on the copies,<br> 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<br> right to object to any distortion, mutilation, or other modification of, or other derogatory<br> action in relation to, his Work which would be prejudicial to his honor or reputation; and |
|---|---|
| d. | The<br> right to restrain the use of his name with respect to any work not of his creation or in<br> 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.
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EXHIBITD
DEEDOF ASSIGNMENT
OF REGISTERED TRADEMARK
KNOW ALL MEN BY THESE PRESENTS:
This ASSIGNMENT OF REGISTERED TRADEMARK executed by and between:
NEWRETAIL 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<br> – |
|---|---|
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PushDelivery 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 Assignor Witness 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__.
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SOCIETYPASS (SOPA) COMPLETES ACQUISITION OF PUSHKART.PH EXPANDING SOUTHEAST ASIA FOOTPRINT
Singapore, Feb. 14, 2022 (GLOBE NEWSWIRE) -- Society Pass Incorporated (Nasdaq: SOPA) (“SoPa” or the “Company”), a leading Southeast Asian data-driven loyalty platform, today announced that it has acquired Pushkart.ph, a leading online grocery delivery service in Philippines. As a result of the acquisition, Pushkart.ph becomes a wholly owned subsidiary of SoPa. The move kicks-off SoPa’s expansion into the Philippines market. Leveraging on SoPa’s capital, Pushkart.ph will focus on dramatically increasing on-demand grocery shopping services to more consumers and more retailers initially to Metro Manila and then to all of Philippines, while empowering grocery stores and restaurants to transform business models and further tap into online markets.
The announcement comes at a time of accelerated rapid growth for delivery services in Philippines, with the internet economy expected to increase 24% from US$17 billion in 2021 to US$40 billion in 2025. Pushkart.ph is one of Philippines’ fastest growing e-commerce platforms, with a customer base of over 125,000 registered users, over 35,000 social media followers, and more than 20,000 mobile app downloads.
Commenting on this strategic step, Dennis Nguyen, Society Pass Founder, Chairman and Chief Executive Officer, said, “We are excited to combine the robust technology, retail and operational prowess of a high-performance brand like Pushkart.ph with our brand building experience. As the Phillipine consumer faces tremendous challenges with traditional brick and mortar shopping due to a plethora of hurdles including excessive wait times in traffic/ public transport, SoPa aims to provide viable solutions by providing impetus to the growing e-commerce industry in the country. Given the immense potential of the Philippines market, we are very excited about the opportunities that this acquisition will bring in the upcoming months. In addition, as Philippines is a cornerstone of SoPa’s VIP (Vietnam, Indonesia, and Philippines) acquisition strategy, I expect to acquire a number of market leading companies in Philippines over the next few months.”
“We are very excited to announce our acquisition by Society Pass; this partnership provides us the opportunity to not only grow our presence in Philippines but further our lead in the grocery delivery business. We are excited to join the larger SoPa ecosystem which will enable us to harness its integrated marketing and technology proposition while also strengthening our collective senior management resources. We foresee that this will lead to immediate returns in terms of cost optimization and increased revenue generation. With the capital provided by SoPa, Pushkart.ph will now be empowered to provide enhanced end to end solutions to our customers and ensure an amplified market presence,” said Michael Lim, CEO of Pushkart.ph.
Society Pass is leveraging technology to provide a more personalized experience for customers in the purchase journey, to help transform the entire retail value chain in SEA. Through the acquisition of market-leading companies and partnership with visionary entrepreneurs in five distinct verticals: loyalty, lifestyle, travel, food & beverage and merchant software, the company expects to meet the region’s growing demand for better and more convenient services. The acquisition is in line with SoPa’s core vertical focus and facilitates proliferation of its growth in Philippines while increasing consumer opportunities and delivering enhanced value. This move will also help tap the increasing digital penetration in the online grocery shopping space in the Philippines market.
The offering of this acquisition is of immense consequence to the end user with SoPa’s aggressive new plans for Pushkart.ph which include adding more hubs in key cities and regions and increasing its manpower. SoPa aims to expand Pushkart.ph’s technology offering, phenomenally increasing registered users to more than double to over 300,000, and driving app downloads to over 150,000 in 2022. Philippine consumers will be able to use Pushkart.ph app across 19 cities in Metro Manila with a guaranteed next day delivery service.
AboutSociety Pass
SoPa’s customer loyalty and analytics platform has onboarded hundreds of thousands of registered consumers. SoPa provides merchants with SoPa.asia – an online commerce platform for users, alongside with #HOTTAB Biz – a convenient order management app for business partners on SoPa.asia, and #HOTTAB POS – a specialized POS technology solution, a comprehensive system for payment, loyal customer management, user’s profile analytics, and convenient financial support packages for small and medium-sized enterprises. All tools offered above will allow businesses to attract and retain customers through personalized interaction based on analytics with a high profit margin. SoPa also operates www.leflair.com, Vietnam’s leading lifestyle e-commerce platform.
SoPa is a loyalty and data marketing ecosystem that operates multiple e-commerce and lifestyle platforms across its key markets. Its business model focuses on collecting user data through the expected circulation of its universal loyalty points. It seamlessly connects consumers and merchants across multiple product and service categories fostering organic loyalty. From its launch in 2019, SoPa has amassed over 1.5 million registered users and over 3,500 registered merchants and brands. It has since invested 2+ years building proprietary IT architecture with cutting edge components to effectively scale and support its Platform’s consumers, merchants, and acquisitions.
For more information, please check out: http://thesocietypass.com/
Forward-LookingStatements
The information contained herein may contain “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to the view of management of the Company concerning its business strategy, future operating results and liquidity and capital resources outlook. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Contacts:
SoPa: Raynauld Liang, CFO
ray@thesocietypass.com
InvestorRelations:
Jeff Ramson, CEO
PCG Advisory
jramson@pcgadvisory.com
(646) 863-6341
