SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”) is made on [_____] (the “Effective date”) by and between:

[_____________], a company incorporated under the laws of Singapore, with UEN: [_____________] and its
registered office at [_____________] (the “Company”); and

[_____________], a company incorporated under the laws of [_____________], with its registered office at
[_____________] (the “Purchaser”);

collectively referred to as the “Parties” and singularly as the “Party”.

WHEREAS:

(A) The Company is the registered owner of [Number] shares of its own issued share capital.
(B) The Purchaser has agreed to purchase [Number] Company ordinary shares on the terms and subject to the
conditions hereinafter contained.
(C) The Purchaser has requested and received all requested documentation concerning the Company,
Company's founders, and other relevant aspects. The Purchaser also has done independent research for the
Company and its business. Upon evaluating this information, the Purchaser found proceeding with the
Company share purchase attractive.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter
set forth, and intending to be legally bound, the Parties hereby agree as follows:

1. DEFINITIONS
1.1. The term “Encumbrance” means any security interests, mortgages, liens, pledges, charges, reservations,
restrictions, rights of way, options, rights of first refusal, equitable interests, conditional sale or other title
retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether
or not relating to the extension of credit or the borrowing of money, whether imposed by contract, law,
equity or otherwise.
1.2. “Judgment" means any order, injunction, judgment, decree, ruling, assessment, or arbitration award of any
governmental authority or arbitrator.
1.3. “Person" means an individual or an entity, including a corporation, limited liability company, general or
limited partnership, trust, association, other business or investment entity, or any governmental authority.
1.4. “ACRA” means the Accounting and Corporate Regulatory Authority of Singapore.
1.5. “SIAC” means the Singapore International Arbitration Centre.
1.6. “SIAC Rules” means the Arbitration Rules of the Singapore International Arbitration Centre.

2. SALE AND PURCHASE OF SHARES

2.1. Subject to the terms and conditions of this Agreement, the Company agrees to sell, and the Purchaser
agrees to purchase [Number] ordinary shares of the Company’s issued share capital (the “Shares”), free
and clear of any and all Encumbrances, for a total consideration of [Amount] (the “Purchase Price”).
2.2. The Buyer should pay the Purchase Price within three (3) banking days following the Effective Date.

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2.3. The Purchaser pays the Purchase Price in US Dollars (USD) by a wire transfer according to the following
payment details:
a/c: [_____________]
Bank: [_____________]
Bank Address: [_____________]
SWIFT: [_____________]
2.4. The Purchaser should be deemed fully executed in its obligations to pay the Purchase Price for the Shares
when the entire sum Purchase Price is credited to the Company's bank account foreseen herein.
2.5. After receiving the full Purchase Price, the Company executes all formalities related to transferring the
Shares to the Purchaser in the commercial register with the ACRA in Singapore.
2.6. The Company may request from the Purchaser any documents required to transfer the Shares to the
Purchaser. The Purchaser understands that Company may only be able to execute the Shares transfer if the
Purchaser delivers to the Company all requested documents. The Company should not be liable for the
delayed Shares transfer if the Purchaser delayed providing the requested documents causes it.
2.7. The Company should be deemed to have executed the obligation to transfer the Shares in the name of the
Purchaser once the public ACRA register provides the information on the Purchaser as the Shares holder.
The Company personnel informs the Purchaser of the transfer of the Shares and delivers to the Purchaser a
digital copy of the Certificate of the Shares duly assigned following this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1. In addition to anything else in this Agreement, the Company represents and warrants to the Purchaser the
following:
(a) The Company is a private company duly incorporated and validly existing under the laws of Singapore
and has the power and authority to sell the Shares;
(b) The Company has the legal and beneficial ownership of the Shares, free from all Encumbrances;
(c) The Shares have been duly authorized, validly issued, fully paid up, and are free from any pre-emptive
rights or other rights of any third party;
(d) The Company will provide to the Purchaser during normal business hours any other corporate, business,
accounting, tax, and employment documents and records of the Company to investigate the business and
affairs of the Company;
(e) After receiving the full Purchase Price, the Company's personnel will arrange and execute all necessary
to promptly transfer the Shares to the Purchaser in the ACRA commercial register and other applicable
registers.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1. In addition to anything else in this Agreement, the Purchaser represents and warrants to the Company the
following:
(a) The Purchaser is a private company duly incorporated and validly existing under the laws of
[Country] and has the power and authority to enter into and perform its obligations under this
Agreement;

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 (b) The execution, delivery, and performance of this Agreement by the Purchaser has been duly
authorized by all necessary corporate action according to the applicable laws and bylaws of the
Purchaser;
(c) Neither the execution, delivery, and performance of this Agreement by the Purchaser nor the
consummation by the Purchaser of the contemplated transactions will (i) conflict with or violate the
Purchaser’s articles of association, memorandum of association or other constituent documents,
each as amended to date, (ii) result in a breach or default under, or create in any Person the right to
terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, any contract
or (iii) violate any law or Judgment applicable to the Purchaser;
(d) The Purchaser provided full and accurate information about the Purchaser beneficiaries;
(e) The Purchaser will not request information from the Company with a frequency that may impede
the proper operation of the Company;
(f) The Purchaser has requested and received from the Company all information and documentation
that the Purchaser reasonably considers necessary or appropriate to make an informed decision
concerning the purchase of the Shares.

5. NOTIFICATIONS
5.1. All important and(or) legally relevant notifications must be communicated between the Parties as follows:
To the Company:
Email: [_____________]
Correspondence address: [_____________]
To the Purchaser:
Email: [__________]
Correspondence address: [__________]
5.2. The notification is deemed to be received after three (3) days when sent via email or after twenty (20) days
if sent by post or courier.
5.3. Notices sent utilizing electronic data exchange shall be deemed by the Parties as legally equal to documents
executed in writing in hard copies, provided it is possible to determine the Party or its representative by
whom they are sent.

6. GOVERNING LAW AND JURISDICTION

6.1. This Agreement and the rights of the Parties hereto shall be governed by and construed under the law of the
Republic of Singapore.
6.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity, or termination, shall be resolved by the Parties through amicable negotiation. If the
negotiation fails, the dispute shall be referred to and finally resolved by arbitration administered by the
SIAC following the SIAC Rules for the time being in force, which rules are deemed to be incorporated by
reference in this clause.
6.3. The arbitral tribunal shall consist of one arbitrator selected by the Company. The arbitral award shall be
final for the parties. It shall not be allowed to submit a motion to a state court to decide on the lack of
jurisdiction of an arbitral tribunal in connection with the issuance by the arbitral tribunal of a separate order
on the existence of jurisdiction as a matter of preliminary nature.

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6.4. The seat, or legal place, of arbitration, shall be Singapore. The language to be used in the arbitral
proceedings shall be English.

7. MISCELLANEOUS
7.1. The invalidity of a provision hereof shall not render invalid other provision hereof. Should any provision be
invalid, the Parties shall replace it with a valid provision accounting to the purposes and motivations of the
invalid provision.
7.2. This Agreement constitutes the entire agreement of the Parties relating to the Shares purchase and
substitutes any oral and written agreements existing before the conclusion hereof.
7.3. The Parties are each responsible and liable for any taxes they may pay in
7.4. connection with this Agreement in its jurisdiction of residence or domicile. Any sums mentioned in the
Agreement are gross payments (taxes are not included).
7.5. No waiver (whether expressed or implied) by one of the Parties of any of the terms,
7.6. conditions or provisions of this Agreement or of any breach or default by any Party in performing any of
these terms, conditions, or provisions, and no waiver of this kind shall prevent the waiving Party from
enforcing any of the other terms, conditions, or provisions or from acting on any subsequent breach of or
default by any other Party to this Agreement.
7.7. No amendments to or waiver of any of the terms, conditions, and provisions of this
7.8. The Agreement shall be effective unless the amendment or waiver is in writing and signed by all parties to
this Agreement (or their permitted assigns).
7.9. The Parties shall not be liable for any failure or delay in performing their respective obligations under this
Agreement if such failure or delay is due to an Act of God, any change to the law, order, or regulation of a
governmental, supranational, or regulatory body or any act of war or terrorism. It shall be entitled to a
reasonable extension of the time for the performance of such obligations due to such a cause.
7.10.This Agreement is made in Russian and English. If there is any conflict between their texts, the English text
shall prevail in interpreting the Agreement.
7.11.The execution of this Agreement by facsimile or by the transmission of a signed and
7.12.scanned copy of this Agreement with the designated email addresses and(or) service of the digital signing
of the documents (e.g., DocuSign and other similar services) shall constitute a valid execution of the same.
[Signature Page follows]

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 SIGNATURE PAGE

to the Share Purchase Agreement

AS WITNESS whereof the duly authorized representatives of the Parties hereto have executed and delivered this
Agreement as of the Effective Date.

COMPANY:

[_____________]

UEN: [_____________]
Address: [_____________]

/s/
By: [_____________]
Position: [_____________]

PURCHASER:

[___________]

Reg. No: [___________]

Address: [___________]

/s/
By: [___________]
Position: [___________]

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