Phaos Technology (Cayman) Holdings Ltd - Share Swap Agreement between PTPL and Phaos Technology Holdings (BVI) Limited

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EX-10.21 22 ex10-21.htm Phaos Technology (Cayman) Holdings Ltd - Share Swap Agreement between PTPL and Phaos Technology Holdings (BVI) Limited

Exhibit 10.21

DATED 28^th October 2024

BETWEEN

The parties whose details are set out in Schedule 1 (each a Vendor, collectively the Vendors)

AND

Phaos Technology Holdings (BVI) Limited (Company No. 2143510)

(Purchaser)

SHARE SALE AND PURCHASE AGREEMENT

IN RESPECT OF

PHAOS TECHNOLOGY PTE.LTD.

This Share Sale and Purchase Agreement ("Agreement") is made on 28th October 2024.

BETWEEN

(1)

The parties whose details are set out in Schedule 1 attached hereto ("Schedule 1"), being all of the shareholders of PHAOS TECHNOLOGY PTE. LTD. (Company No. 201704914C), a company incorporated under the laws of Singapore, as of the date of this Agreement (each a "Vendor", collectively the "Vendors");

AND

(2)	Phaos Technology Holdings (BVI) Limited (Company No. 2143510), a company incorporated under the laws of the British Virgin Islands and having its registered office at Ritter House, Wickhams Cay 11,PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands ("Purchaser");

(The Vendors and the Purchaser are collectively referred to as the "Parties" and where the context permits or requires, "Party" shall mean any one of them.)

RECITALS:

The Vendors and each of them are desirous of selling the Sale Shares (as defined in Clause 1.1) to the Purchaser and the Purchaser is desirous of purchasing and accepting the transfer of the Sale Shares in the manner as set out in Schedule 1 and on the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement (including the Recital\s and Schedules), unless the context otherwise requires, the following expressions shall have the respective meanings assigned to them below:

"Business Day"	:	means a day in which commercial banks are open for business in Singapore and excludes a Saturday, Sunday or gazetted public holiday;

"Company"	:	means PHAOS TECHNOLOGY PTE. LTD. (Company No. 201704914C), a company incorporated in Singapore;

"Company Board"	:	means the board of directors of the Company;

"Completion"	:	means the completion of the transfer of the Sale Shares in accordance with this Agreement;

"Completion Date"	:	means the date on which Completion takes place in accordance with Clause 5;

"Consideration Shares"	:	means an aggregate of 25,598,875 new ordinary shares of no par value each in the Purchaser to be allotted and issued by the Purchaser to the Vendors in the manner as set out in Schedule 1, credited as fully paid, for the purposes of Completion;

"Encumbrance(s)"	:	means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement or other security arrangement or agreement conferring a right to a priority of payment and "Encumber'' shall be construed accordingly;

"Purchase Consideration"	:	has the meaning specified in Clause 3.1;

	"Sale Shares"		means the 204,791 shares representing the entire issued shares in the Company comprising of (i) 121,002 preference shares and (ii) 83,789 ordinary shares, to be purchased by the Purchaser from the Vendors in the manner as set out in Schedule 1 and "Sale Share" means any one of them;

	"Surviving Provisions"		means Clauses 1, 5.2.3, and 7; and

	"Warranties"		means all statements of fact herein and the representations and warranties set out in Schedule 1 given by the Vendors in this Agreement.

1.2

Interpretation

1.2.1

In this Agreement, unless there is something in the context inconsistent with such construction or unless it is expressly provided otherwise:

(a)

a person includes an individual, firm, partnership, joint venture, unincorporated association, corporation or other body corporate;

(b)

a person includes the legal personal representatives, successors and permitted assigns of that person;

(c)

a statute includes rules, regulations and any other subordinate legislation under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)

this Agreement and any other document or instrument referred to in this Agreement includes this Agreement and any such other document or instrument as amended, supplemented, modified or novated from time to time;

(e)

a "Recital", "Clause", "Schedule", "Appendix" or "Annexure" is a reference to a recital and clause of, and schedule, appendix or annexure to, this Agreement, all of which form an integral part of this Agreement;

(f)

a "Paragraph" is a reference to a paragraph of the Clause or Schedule in which such reference appears;

(g)

writing includes all modes of representing or reproducing words in a legible, permanent and visible form;

(h)

the singular includes the plural and vice versa;

(i)

a gender includes all genders; and

(j)

a date or time of day is a reference to Singapore date or time.

1.2.2

Headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Agreement.

1.2.3

Anything or obligation to be done under this Agreement which is required or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.

1.2.4

Any information, fact or matter which is capable of influencing the decision of subscriber of shares or which is necessary for a subscriber to know to enable it to come to a considered judgment is to be regarded as material and unless otherwise provided, the materiality of any inaccuracy, discrepancy, commission or omission, alteration and liability in respect of any relevant subject matter will be construed accordingly.

1.2.5

No rule of construction applies to the disadvantage of a Party because the Party is responsible for the preparation of this Agreement or any part ofit.

2.	SALE AND PURCHASE OF SALE SHARES

2.1

Sale and Purchase

Subject to the terms and conditions of this Agreement:

2.1.1

The Vendors and each of them shall, as legal and beneficial owner, sell and procure the transfer to the Purchaser the Sale Shares free from all Encumbrances and together with all rights and benefits attaching thereto in the manner as set out in Schedule 1 as of Completion; and

2.1.2

the Purchaser shall purchase and accept the transfer of the Sale Shares from each of the Vendors free from all Encumbrances and together with all rights and benefits attaching thereto in the manner as set out in Schedule 1 as of Completion.

2.2

Purchase of all Sale Shares

The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares are completed simultaneously.

3.	CONSIDERATION

3.1

Purchase Consideration

The consideration for the sale, purchase and transfer of the Sale Shares ("Purchase Consideration") is arrived at on a willing buyer-willing seller basis.

3.2

Settlement of Purchase Consideration

The Purchase Consideration shall be satisfied or settled in the manner provided in Clause 5.2 on the Completion Date.

4.	THE VENDORS' OBLIGATION PENDING COMPLETION

4.1

No other dealing with Sale Shares

None of the Vendors shall, after the execution of this Agreement, enter into any agreement, transaction or arrangement whatsoever (whether conditional or otherwise) to sell, dispose of, transfer, assign, convey or Encumber its entire portion of Sale Shares or any part thereof to any other party whomsoever unless otherwise provided in this Agreement.

5.	COMPLETION

5.1

Completion shall take place upon the execution of this Agreement or such other date agreed in writing between the Parties.

5.2

On the Completion Date, the following shall take place concurrently:

5.2.1

the Purchaser shall:

(a)

allot and issue the Consideration Shares to the Vendors in the manner as set out in Schedule 1 credited as fully paid; and

(b)

deliver or procure to be delivered to each Vendor, copies of the Purchaser's duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in respect of the Sale Shares; and

(c)

deliver or procure to be delivered to each Vendor a copy of the written resolutions of the Purchaser's board of directors, approving the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1; and

(d)

deliver or procure to be delivered to each Vendor a copy of the updated register of members of the Purchaser reflecting the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1;

5.2.2

each Vendor or any director of the Company (as the case may be) shall deliver or procure to be delivered to the Purchaser:

(a)

copies of the duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in favour of the Purchaser by each Vendor, in respect of the Sale Shares, together with the duly sealed original share certificates;

(b)

a letter addressed to the Commissioner of Stamp Duties of Singapore (in such format as may be prescribed by the Inland Revenue Authority of Singapore) certifying the net asset value per share of the Company;

(c)

a copy or extract of the meeting minutes or written resolutions of the Company's board of directors approving:

(i)

the transfer of the Sale Shares to the Purchaser;

(ii)

the cancellation of any and all of the share certificate(s) issued in the name of the Vendors in respect of the Sale Shares;

(iii)

the execution and issuance of a new share certificate issued in the name of the Purchaser in respect of the Sale Shares;

(iv)

the lodgement of the notice of transfer of the Sale Shares with the Accounting and Corporate Regulatory Authority of Singapore, in order for the transfer of the Sale Shares to be updated in the electronic register of members of the Company; and

(v)

the making of such other entries into such other corporate records of the Company as may be necessary;

(d)

such other papers and documents as the Purchaser may require.

5.2.3

upon fulfilment of the obligations of the Purchaser and Vendors in Clauses 5.2.1 and 5.2.2 of this Agreement, the Vendors or any director of the Company shall direct the secretary of the Company to cause the notice of transfer in favour of the Purchaser to be lodged with the Accounting and Corporate Regulatory Authority of Singapore and for the electronic register of members of the Company to be updated to reflect the Purchaser as the holder of the Sale Shares whereupon the legal and beneficial ownership of the Sale Shares shall be transferred to the Purchaser.

5.2.4

The Consideration Shares shall, upon allotment and issuance, rank pari passu in all respects with the then existing issued shares in the Purchaser.

6.	WARRANTIES / INDEMNITIES

6.1

Except as expressly provided in the Warranties to the contrary, each of the Vendors, jointly and severally, give the Warranties in favour of the Purchaser as at the date of this Agreement and as at the Completion Date. Each of the Vendors hereby, jointly and severally warrants to the Purchaser that the information and statements set out in the Warranties are true, accurate and correct in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Warranties shall be deemed to be repeated during this period as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing.

6.2	Each of the Warranties shall be construed as a separate and independent warranty and except where this Agreement expressly provides otherwise, each such warranty is not limited by the other provisions of this Agreement, including the other Warranties.

7.	TERMINATION

7.1

If any Party breaches any of the provisions of this Agreement which (if capable of remedy) is not remedied within fourteen (14) days after being given notice by the aggrieved Party to rectify such breach, the aggrieved Party shall, if the aggrieved Party is not otherwise in breach or default of this Agreement, be entitled to all rights and remedies available at law or in equity.

7.2

Notwithstanding anything contained in this Agreement, this Agreement (other than the Surviving Provisions) shall terminate upon the mutual written agreement of the Parties, and this Agreement shall terminate on the date of such written agreement or such other date as may be specified by the Parties in the written agreement.

7.3	For the avoidance of doubt, the Surviving Provisions shall survive the expiry or termination of this Agreement.

8.	GENERAL

8.1

Notices

8.1.1

Any notices, demands or other communications required or permitted, under this Agreement shall be in writing and delivered personally or by way of electronic mail or sent by prepaid registered post to the address of the relevant Party set out in Clause 8.1.2 or to such other addresses as a Party may from time to time duly notify the other in writing.

8.1.2

The addresses of the Parties for the purpose of this Agreement are specified below:

The Vendors - PHAOS TECHNOLOGY PTE.LTD.

Attention : The Board of Directors

Address : 83 Science Park Drive, The Curie, #04-01A/B, Singapore 118258

Email address : ir@phaostech.com

The Purchaser - PHAOS TECHNOLOGY PTE.LTD.

Attention : The Board of Directors

Address : 83 Science Park Drive, The Curie, #04-01A/B, Singapore 118258

Email address : ir@phaostech.com

8.1.3

A notice shall be effective upon receipt and shall be deemed to have been received:

(a)

if delivered by hand, at the time of delivery;

(b)

if sent by email, when the email is sent; and

(c)

if delivered by pre-paid registered post, seven (7) days after posting.

8.2

Time

Time is of the essence as regards to all dates, periods of time and times specified in this Agreement.

8.3

Law and Jurisdiction

8.3.1

The construction, validity and performance of this Agreement and all non-contractual obligations (if any) arising from or connected with this Agreement shall be governed by the laws of Singapore.

8.3.2

The Parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

8.4

Enforceability

8.4.1

If one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law or decision, the validity, legality or enforceability of the remaining provisions contained herein shall not be affected or impaired in any way.

8.4.2

Each Party shall, in any such event, execute such additional documents as any other Party may reasonably request in order to give valid, legal and enforceable effect to any provision which is determined to be invalid, illegal or unenforceable.

8.4.3

If any provision shall be void, illegal or unenforceable but would be valid and enforceable if read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.

8.5

Waivers

8.5.1

Waiver of any breach of this Agreement or of any right, power, authority, discretion or remedy arising upon a breach of or default under this Agreement, must be in writing and signed by or on behalf of the party granting the waiver.

8.5.2

A breach of or default under this Agreement is not waived by any failure or delay by any Party in exercising or partial exercise of any right, power, authority, discretion or remedy under this Agreement.

8.5.3

A right, power, authority, discretion or remedy created or arising upon a breach or default under this Agreement shall not be waived by any failure or delay in the exercise, or a partial exercise, of that or any other right, power, authority, discretion or remedy under this Agreement.

8.6

Amendment/Variation

Any amendment and/or variation of any term of this Agreement must be in writing and signed by all Parties.

8.7

Cost and Expenses

8.7.1

Each Party shall bear its/his own legal, professional and other costs and expenses incurred by it/him in connection with the negotiation, preparation or completion of this Agreement.

8.7.2

The Purchaser shall bear all stamp duty payable in connection with the purchase of the Sale Shares.

8.8

Successors-in-title and Assignees

8.8.1

No Party may without the prior written consent of the others, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any party of this Agreement.

8.8.2

This Agreement is binding on the Parties and their respective successors-in-title and permitted assigns, as the case may be. Any reference in this Agreement to any of the Parties shall be construed accordingly.

8.9

Further Assurance

Each of the Parties agrees at its own cost to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other party may reasonably require, whether on or after the date of this Agreement, to implement and/or give effect to this Agreement and the transaction contemplated by this Agreement.

8.10

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together constitute one instrument. This Agreement shall not be effective until each Party has executed at least one counterpart. Signatures may be exchanged by e-mail, with original signatures to be followed. Each Party agrees to be bound by its own electronic signature and that it accepts the electronic signature of any other Party.

8.11

Entire Agreement

This Agreement constitutes the whole agreement between the Parties. This Agreement supersedes and extinguishes any previous agreements between the Parties, whether orally or in writing, in respect of the transaction contemplated by this Agreement which shall cease to have any further force or effect.

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Schedule 1 Details of Vendors

Name of Vendors	No. of Sale Shares Held	Class of Sale Shares	No. of Consideration Shares Received	Total No. of Ordinary Shares held in the Purchaser
SINGLIGHT TECHNOLOGY HOLDINGS PTE. LTD.	30,802	Preference Shares	3,850,250	3,850,250
TONGHUAI SG ENTERPRISE PTE. LTD.	38,078		4,759,750	4,759,750
SG AB VENTURE PTE. LTD.	6,457		807,125	807,125
TONGHUAI SG2 ENTERPRISE PTE. LTD.	15,111		1,888,875	1,888,875
BEH HOOK SENG	21,152		2,644,000	2,644,000
TAY BENG BOON	4,701		587,625	587,625
GAN HONG LOON	4,701		587,625	587,625
Preference Shares Total	121,002		15,125,250	15,125,250
LIEWAH CHOY	8,706		1,088,250	1,088,250
OPTOSIGMA SOUTHEAST ASIA PTE. LTD.	197	Ordinary Shares	24,625	24,625
SHIM SHOON CHONG	164		20,500	20,500
JASON NG TECK YEE	1,133		141,625	141,625
KOH XIAN WEI	200		25,000	25,000
WONG SWEE LEE	2,389		298,625	298,625
SIGMAKOKI CO., LTD.	983		122,875	122,875
ICHAM MASTER FUND vcc	2,389		298,625	298,625
CLARITY PARTNERS MULTl STRATEGY VCC	996		124,500	124,500
TAM NAI HIM LESLIE	4,348		543,500	543,500
TAN, YUJIE	3,697		462,125	462,125
WUBO	558		69,750	69,750
LIM SWEE GEK	873		109,125	109,125
WONG KEONG WING	10		1,250	1,250
TAN CHEE WEE TERENCE	500		62,500	62,500
CHUA JUN HAO, DAVID	8,000		1,000,000	1,000,000
SAM PENG PUING	2,000		250,000	250,000
SHI JINGJUN	300		37,500	37,500
LIU WEIXIAN	974		121,750	121,750
CHANG XIANG WEN, TERENCE	974		121,750	121,750
CHUA YEOW FONG, KELVIN	974		121,750	121,750
CAO YANG	873		109,125	109,125
CHEN, HONG	4,766		595,750	595,750
WANG XIAOYAN	715		89,375	89,375
PANG TECK WAI	96		12,000	12,000
ZHAI YUAN	239		29,875	29,875
WU SHITING	477		59,625	59,625
HARVEST AHEAD LIMITED	305		38,125	38,125
!CAPITAL HOLDINGS (SG) PTE. LTD.	4,112		514,000	514,000
GATE CITY INVESTMENTS LIMITED	2,056		257,000	257,000
TAN CHEW HIAH	4,701		587,625	587,625
CHUA KHENG CHOON	4,701		587,625	587,625
WONG WAI WAH	2,350		293,750	293,750
KOH HAN ENG	2,350		293,750	293,750
LEE WEE CHUAN	2,350		293,750	293,750
GOH JUN QI	2,350		293,750	293,750
LEE PEI FANG	4,701		587,625	587,625
ASTHINA TAN LAI HEOK	2,350		293,750	293,750
HO KA WING	3,574		446,750	446,750
YANG ZHUOJUN	358		44,750	44,750
Ordinary Shares Total	83,789		10,473,625	10,473,625

Schedule 2

Representations and Warranties

1.	Warranties

1.1

General Warranties

1.1.1

The Vendor is a duly incorporated and validly existing under the applicable laws of its jurisdiction of incorporation, with full legal right and authority to conduct its business.

1.1.2

The Vendor has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations on it, in accordance with the terms of this Agreement.

1.1.3

The Vendor's execution and delivery of, and its performance of its obligations under, this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by:

(a)

any provision of its constitutional documents;

(b)

any applicable laws; and/or

(c)

any agreement, instrument or document to which it is a party or which is binding on it or on its assets or undertaking.

1.1.4

No Insolvency Event (as defined below) has occurred or is pending or threatened in respect to the Vendor.

For purposes of this Clause 1.1.4, "Insolvency Event" means in respect of persons which are corporations, companies, partnerships or any other legal entities, any of the following events:

(i)

a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person with the view to winding up of the person or, placing the person under judicial management;

(ii)

the person is or is deemed by any applicable law or competent court to be insolvent or unable to pay its debts as they fall due;

(iii)

the person resolving to wind itself up or otherwise dissolve itself;

(iv)

the appointment of a liquidator or provisional liquidator, a curator (including a temporary curator) in respect of the person;

(v)

a judicial manager being appointed in respect of the person or any of its assets;

(vi)

the person entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;

(vii)

the appointment of a receiver or receiver and manager over the person or any of its assets;

(viii)

a distress, attachment or execution or other legal process is levied, enforced or sued on or against any material part of the properties or assets of the person, and is not discharged or stayed within 30 days; and/or

(ix)

anything analogous or having a substantially similar effect to any of the events specified above happening under the Laws of any applicable jurisdiction.

1.2

General information in respect of the Company

1.2.1

The Company is incorporated in the Singapore and is duly registered and validly existing under the laws of Singapore.

1.2.2

The Company is a private company limited by shares and incorporated under the laws of Singapore.

1.3

Sale Shares

	1.3.1	The Sale Shares shall comprise 100% of the entire issued share capital of the Company at the Completion Date.

	1.3.2	There are no subsisting agreements or arrangements to create any Encumbrance on or over any of the Sale Shares, whether at this time or in the future, nor are the Sale Shares the subject of any subsisting rights to acquire or options.

	1.3.3	The Sale Shares at the Completion Date will be fully paid and no moneys will be owing in respect of them.

	1.3.4	All of the Vendors and each of them will on Completion Date be entitled to transfer or procure the transfer of the full legal and beneficial ownership of the Sale Shares of which it is the legal and beneficial holder to the Purchaser together with all rights and benefits attaching thereto without the consent of any other person and free of any pre-emptive rights, rights of first refusal or other Encumbrances.

	1.3.5	The Sale Shares are genuine and are not subject to any competing interest or claims by any other person.

	1.3.6	On the Completion Date, the Purchaser shall be able to register the Sale Shares in the name of the Purchaser subject only to the payment of the relevant stamp duties and registration fees, if any.

	1.3.7	On the Completion Date, the Sale Shares are not subject to any approval or consent of the financiers/creditors of the Company for, inter alia, the sale and transfer of the Sale Shares in favour of the Purchaser, upon the terms and subject to the conditions of this Agreement.