Share purchase agreement

Exhibit 10.5

Definitive Agreement with Nook Holdings Limited.

Dated 11 September 2023

amongst

XXXX XXXXXXXX

XXXXX XXXX

XXXX XXXXX XXXXXXXX

XXXXXXX XXXX XXXXX

XXXXX XXXXX XXXXXX ALKALOTI

TRIPLE R HOLDINGS LLC

WEST IRELAND INVESTMENT LIMITED

DUPLAYS HOLDINGS LIMITED

and

XXXXXXX.XXX, INC.

CONTENTS

CLAUSE

1.	Interpretation	3
2.	Sale and purchase	5
3.	Purchase Price	5
4.	Closings	6
5.	Warranties	6
6.	Limitations on claims	6
7.	Confidentiality and announcements	7
8.	Further assurance	7
9.	Assignment	7
10.	Entire agreement	7
11.	Costs and set-off	7
12.	Default interest	8
13.	Variation and waiver	8
14.	Notices	8
15.	Severance	8
16.	Third party rights	8
17.	Governing law and jurisdiction	8

Schedule

Schedule 1	Particulars of the Company	10

Schedule 2	Shareholdings and Sale Shares	11

Schedule 3	Seller’s Closing obligations	12

Part 1: First Closing

1.	Documents to be delivered at First Closing	12
2.	Closing board meeting	12
3.	Post-Closing	12

Part 2: Second Closing

1.	Documents to be delivered at Second Closing	13
2.	Closing board meeting	13

Schedule 4

Warranties

1.	Power to sell the Sale Shares	14
2.	Shares in the Company	14
3.	Constitutional and corporate documents	14
4.	Information	14
5.	Compliance and consents	14
6.	Effect of sale of the Sale Shares	14
7.	No Insolvency	15

THIS AGREEMENT is dated 11 September 2023

Parties

(1)	XXXX XXXXXXXX, a Canadian national with passport number XX000000 and whose residential address is at 000 Xxxx Xxxxxxx, 000000, Xxxxx, XXX;

(2)	XXXXX XXXX, a British national with passport number 000000000 and whose residential address is at Xxxxxxx Xx Xxxxxx, Xxxxx X 000, Xx Xxxxxx, Xxxxx, XXX;

(3)	XXXX XXXXX XXXXXXXX, a British national with passport number 000000000 and whose residential address is Glencruitten House, Oban, Scotland, PA34 4QB;

(4)	XXXXXXX XXXX XXXXX, a Canadian national with passport number XX0000000 and whose residential address is at Xxx 000, Xxxxx 0, Xxxx Xxxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxx, XXX;

(5)	XXXXX XXXXX XXXXXX XXXXXXXX, a Jordanian national with passport number 0000000000 and whose residential address is at Xxxxx 000, Xxxx Xx. 0, Xx Xx Xxxxx, Xxxxx, XXX;

(6)	TRIPLE R HOLDINGS LLC, a limited liability company incorporated in Sharjah Media City Free Zone Company (SHAMS) with registered number 1803853.01 and having its registered address at Sharjah Media City, Sharjah, UAE;

(7)	WEST IRELAND INVESTMENT LIMITED, a freezone offshore company incorporated in Jebel Ali Free Zone with registered number 197344 and having its registered address at Xxxxx 0000, Xxxxx 00, Xxxxxxxxx Xxxxx Xxxxx 0, Xxxxxx Xxxxxxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxx, XXX;

	(together the Sellers); and

(8)	XXXXXXX.XXX, INC., a Delaware corporation and having its registered address at 00000 Xxxxx Xxxxxxx 00X, Xxxxxxxxx, XX 00000 or Assignees, as defined by clause 9.2 (jointly or severally the Buyer), each a Party, and together, the Parties.

BACKGROUND

The Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

Agreed terms

1.	INTERPRETATION

1.1	The definitions and rules of interpretation in this clause apply in this agreement.

ADGM: Abu Dhabi Global Market.

AED: United Arab Emirate Dirham, the lawful currency of the UAE.

Business: the business carried on by the Company and the Subsidiary, namely the provision of coworking space and serviced offices to, and incubation activities for the benefit of, sports- related business customers in the UAE.

Business Day: a day other than a Saturday, Sunday or public holiday in the UAE when banks are open for non-automated business.

Claim: a claim for breach of any of the Warranties.

Closings: First Closing and Second Closing.

Commission: has the meaning given in clause 3.4.

Company: Nook Holdings Limited, a private limited company incorporated and registered in the ADGM with company number 000001429 whose registered office is at DD-15-134-004- 007, Level 15, Wework Hub71, Al Khatem Tower, Al Maryah Island, Al Maryah Island, Abu Dhabi, United Arab Emirates, further details of which are set out in Schedule 1.

Control:

	(a)	owning or controlling (directly or indirectly) more than 50% of the voting share capital of the relevant undertaking;

	(b)	being able to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant undertaking on all, or substantially all, matters;

	(c)	having the right to appoint or remove directors of the relevant undertaking holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or

	(d)	having the power to determine the conduct of business affairs of an undertaking (whether through ownership of equity interest or partnership or other ownership interests, by contract or otherwise),

and Controlled and Controlling shall have a corresponding meaning;

Deposit: has the meaning given in clause 3.1(a).

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

First Closing: the completion of the sale and purchase of the First Closing Shares in accordance with this agreement.

First Closing Consideration has the meaning given in clause 3.1(b).

First Closing Date: has the meaning given in clause 4.1.

First Closing Shares: the Sale Shares set out in column 4 of the table at Schedule 2.

Group:

	(a)	in respect of any person, any other person directly or indirectly Controlled by, or Controlling of, or under common Control with, that person; and

	(b)	in respect of any individual, any Relative of that individual.

Purchase Price: the purchase price for the Sale Shares, as set out in clause 3.1.

Relative: in relation to an individual:

	(a)	the spouse, parent, son, daughter, brother or sister (whether by blood or adoption) of that individual; or

	(b)	any person married to any of the persons specified in paragraph (a) of this definition;

Relevant Percentage: the percentage of Sale Shares held by each Seller as set out in column 6 of the table at Schedule 2.

Sale Shares: 8,000,000 preference shares and 500,000 ordinary shares of USD0.0001 each in the Company, all of which have been issued and are fully paid and which are held by the Sellers in the numbers shown in column 3 of the table at Schedule 2 comprising the First Closing Shares and the Second Closing Shares.

Second Closing: the completion of the sale and purchase of the Second Closing Shares in accordance with this agreement.

Second Closing Consideration: has the meaning given in clause 3.1(c).

Second Closing Shares: the Sale Shares set out in column 5 of the table at Schedule 2.

Sellers’ Bank Account: in respect of:

(a)	the Deposit, means the account of the Company having the following details:

	Bank name:	Emirates NBD

	Account name:	Nook Office DMCC

	IBAN:	XX00 0000 0000 0000 0000 000; and

(b)

in respect of all other payments due to the Sellers, such bank accounts as each Seller shall notify the Buyer and the Company;

Subsidiary: Nook Office DMCC, a limited liability company incorporated under the laws of the Dubai Multi Commodities Centre with registration number DMCC107621 and having its registered address at OneJLT-02-02, One JLT, DMCC-EZ1-1AB, Jumeirah Lakes Towers, Dubai, UAE, and which is a wholly-owned subsidiary of the Company.

UAE: United Arab Emirates.

USD: United States Dollars, the lawful currency of the United States of America.

Warranties: the warranties set out in Schedule 4.

1.2	References to clauses and Schedules are to the clauses of and Schedules to this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.3	The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4	This agreement shall be binding on and enure to the benefit of, the Parties to this agreement and their respective successors and permitted assigns, and references to a Party shall include that Party’s successors and permitted assigns.

1.5	A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6	A reference to writing or written includes email (unless otherwise expressly provided in this agreement).

1.7	A subsidiary is a corporate entity Controlled by another corporate entity and a wholly-owned subsidiary is a subsidiary which is owned 100 per cent. by the other corporate entity.

1.8	Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.9	References to a document in agreed form are to that document in the form agreed by the Parties and initialled by them or on their behalf for identification.

1.10	Unless otherwise provided, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force as at the date of this agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

2.	SALE AND PURCHASE

The Sellers shall sell and the Buyer shall buy, with effect from each Closing, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights attached or accruing to them on the terms and subject to the conditions of this agreement.

3.	PURCHASE PRICE

3.1	The Purchase Price is AED8,500,000 and shall be paid by the Buyer in cash as follows:

	(a)	AED500,000 as a non-refundable deposit on the Business Day following the date of this agreement (Deposit);

	(b)	AED5,000,000 on or before First Closing (First Closing Consideration);

	(c)	AED2,000,000 on or before Second Closing (Second Closing Consideration);

	(d)	AED1,000,000 on or before 30 November 2024.

3.2	The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer in respect of any Claim.

3.3	The Deposit constitutes part of the Purchase Price but shall in no circumstances be refundable and the Parties agree that the Deposit represents a reasonable pre-estimate of the losses suffered by the Sellers as a result of the transactions contemplated in this agreement not completing for any reason whatsoever.

3.4	The Sellers have agreed pursuant to prior arrangements to pay to Duplays Holdings Limited a commission of AED425,000 being 5 per cent. of the total Purchase Price (the Commission) and, provided always that the Buyer shall under no circumstances have any liability to any person in respect of the Commission, agrees to pay, at the request and on behalf of the Sellers, 5 per cent. of all payments in respect of the Purchase Price to such account as Duplays Holdings Limited shall notify to the Buyer in respect of the Commission.

3.5	Each Seller shall be entitled to its Relevant Percentage of the Purchase Price (less the Commission).

4.	CLOSINGS

4.1	First Closing shall take place on 31 October 2023 or such date as the Parties may agree in writing (the First Closing Date) at such place as the Parties agree.

4.2	At First Closing, the Sellers shall comply with their obligations in Part 1 of Schedule 3.

4.3	Subject to the Sellers complying with clause 4.2, the Buyer shall pay, to the extent not paid prior to First Closing, the First Closing Consideration to the Sellers’ Bank Account.

4.4	Second Closing shall take place on 30 November 2023 or such date as the Parties may agree in writing at such place as the Parties agree in writing.

4.5	At Second Closing, the Sellers shall comply with their obligations in Part 2 of Schedule 3.

4.6	Subject to the Sellers complying with clause 4.5, the Buyer shall:

(a)

to the extent not paid prior to Second Closing, pay the Second Closing Consideration;

(b)

pay the residual part of the Purchase Price pursuant to, and (to the extent not paid prior to such date) on the date stated in, clause 3.1(d), to the Sellers’ Bank Account.

4.7	Payment of the Purchase Price made in accordance with clause 3.4 and this clause shall be a good and valid discharge of the Buyer’s obligation towards the Sellers to pay the Purchase Price.

4.8	This agreement (other than obligations that have already been fully performed) remains in full force after each Closing.

5.	WARRANTIES AND UNDERTAKINGS

5.1	The Sellers warrant to the Buyer that each Warranty is, to the best of their knowledge, true, accurate and not misleading in any material respect.

5.2	Each of the Warranties is separate and, unless expressly provided otherwise, is not limited by reference to any other Warranty or any other provision in this agreement.

5.3	The Sellers covenant with the Buyer:

	(a)	not to sell, transfer, assign or create (or allow to exist) any Encumbrance on any Sale Share during the term of this agreement; and

	(b)	to hold all Sale Shares as encumbered in favour of the Buyer pending transfer to the Buyer on the terms of this agreement, provided that the obligations of the Sellers pursuant to this clause 5.3 shall:

	(y)	cease to apply to the extent that the Sellers are no longer obliged to transfer shares to the Buyer, whether because of the termination or expiry of this agreement, on default of the Buyer or otherwise; and

	(z)	not include an obligation to create any kind of registered or registerable security over the Sale Shares.

6.	LIMITATIONS ON CLAIMS

6.1	The Sellers shall be jointly, but not severally, liable for any Claims.

6.2	The aggregate liability of the Sellers for all Claims shall not exceed an amount equal to 30 per cent. of the Purchase Price.

6.3	The Sellers shall not be liable for a Claim unless notice in writing of the Claim, summarising the nature of the Claim and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Sellers on or before the first anniversary of First Closing.

6.4	Nothing in this clause 6 applies to exclude or limit the Sellers’ liability to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers intended to deceive or induce the Buyer.

7.	CONFIDENTIALITY AND ANNOUNCEMENTS

7.1	Except to the extent required by law or any legal or regulatory authority of competent jurisdiction:

	(a)	each Seller shall not (and shall procure that no member of its Group shall) at any time disclose to any person (other than its professional advisers) the terms of this agreement or any trade secret or other confidential information relating to the Company, the Business or the Buyer, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement; and

	(b)	subject to clause 7.2, no Party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement without the prior written consent of the other Parties.

7.2	The Buyer may, at any time after First Closing, announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company or any other member of the Buyer’s Group.

7.3	Nothing in this agreement shall prevent the Buyer from complying with any reporting, disclosure or press release obligations arising from the Buyer being listed on NASDAQ or any other regulatory obligations.

8.	FURTHER ASSURANCE

The Sellers shall (and shall use reasonable endeavours to procure that any relevant third Party shall) promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this agreement.

9.	ASSIGNMENT

9.1	Sellers may not assign, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Buyer.

9.2	At any time, the Buyer at its sole discretion shall have the right to assign this agreement, including any of its rights or obligations, in whole or in part, to any affiliated entities or third parties it deems necessary in the performance of this agreement or in the operations of the Company (the Assignees), and no consent on the part of Seller shall be required for such assignment(s). Seller shall not be released from this agreement by any such assignment(s).

10.	ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

11.	COSTS AND SET-OFF

11.1	Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and implementation of this agreement and the transaction contemplated by this agreement.

11.2	The Parties shall be entitled to set-off any amount which is due by one Party to the other Parties under this agreement against any amount owed to the first Party by the second Party.

12.

DEFAULT INTEREST

Any sums not paid when due pursuant to this agreement shall accrue interest at the rate of two per cent. per calendar month or part thereof from the due date until the date of actual payment.

13.	VARIATION AND WAIVER

13.1	No variation of this agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

13.2	No failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this agreement or by law is only effective if it is in writing.

13.3	Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.	NOTICES

14.1	Any notice or other communication (Notice) to be given under this agreement must be given in English and in writing and may be delivered in person or sent by pre-paid international courier or email (to the extent details are set out below) to the relevant Party as follows:

	to the Buyer:

	Address:	Xxxxxxx.xxx, Inc., 00000 Xxxxx Xxxxxxx 00X, Xxxxxxxxx, Xxxxx 00000

	Email:	xxxxxxx.xxxxxxx@xxxxxxx.xxx

	to the Sellers:

	Address:	Nook Holdings Limited, DD-15-134-004-007, Level 15, Wework Hub71, Al Khatem Tower, Al Maryah Island, Al Maryah Island, Abu Dhabi, United Arab Emirates

	Email:	xxxx@xxxxxxx.xxx

or at any such other address or email address as it may notify the other Parties under this clause 14.

14.2	Any Notice shall be effective upon receipt and shall be deemed to have been received:

	(a)	if delivered in person, at the time of delivery;

	(b)	if sent by pre-paid international courier, at 9.00am on the fifth Business Day after posting or at the time recorded by the delivery service; or

	(c)	if sent by email, on the date a delivery receipt is received by the sender in respect of the Notice.

14.3	If any Notice is sent by email, a hard copy of such Notice shall be couriered to the recipient of the Notice immediately at the address set out in clause 14.1. No Notice in relation to the service of proceedings under clause 17 may be served by email.

15.	SEVERANCE

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

16.

THIRD PARTY RIGHTS

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17.	GOVERNING LAW AND JURISDICTION

17.1	This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.2	Each Party irrevocably agrees that the courts of the ADGM shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

SIGNATURES

/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Date:9/11/2023

/s/ Xxxxx Xxxx
Xxxxx Xxxx
Date:9/11/2023

/s/ Xxxx Xxxxx Xxxxxxxx
Xxxx Xxxxx Xxxxxxxx
Date: 9/11/2023

/s/ Xxxxxxx Xxxx Xxxxx
Xxxxxxx Xxxx Xxxxx
Date: 9/12/2023

/s/ Xxxxx Xxxxx Ragheb Alkaloti
Xxxxx Xxxxx Ragheb Alkaloti
Date:9/11/2023

/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx for and on behalf of Duplays Holdings Limited
Date: 9/11/2023

/s/ Mahesh Xxxxxx Xxxxxxx
Xxxxxx Xxxxxx Xxxxxxx for and on behalf of Triple R Holdings LLC
Date:9/12/2023

/s/ Xxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxx for and on behalf of West Ireland Investment Limited
Date: 9/10/2023

/s/ Xxxxxxx XxXxxxx
Xxxxxxx XxXxxxx for and on behalf of Xxxxxxx.xxx, Inc.
Date: 9/13/2023

Schedule 1 Particulars of the Company

Registered name:		Nook Holdings Limited

Registration number:		000001429

Place of incorporation:		ADGM

Registered office:		DD-15-134-004–007, Level 15, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates,

Issued share capital:		Amount: USD1,000 Divided into: 1,500,000 ordinary shares and 8,500,000 preference shares of USD0.0001 each

Directors and shadow directors:		Xxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxx Vilhelm Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx

Authorised signatories:		Xxxx Xxxxxx Xxxxxxx

Secretary:		None

Schedule 2 Shareholdings and Sale Shares

1	2				3				4				5				6			7
	Number and class of shares held				Number of Sale Shares				First Closing Shares				Second Closing Shares							Purchase Price
Shareholder	Preference shares		Ordinary shares		Preference shares		Ordinary shares		Preference shares		Ordinary shares		Preference shares		Ordinary shares		Relevant Percentage			allocation in AED
Duplays Holdings Limited		0		1,000,000		-		-		-		-		-		-		-			425,000
		500,000		0		-		-		-		-		-		-		-
Xxxx Xxxxxxxx		0		500,000		0		500,000		0		325,000		0		175,000		11.7647			950,000
		500,000		0		500,000		0		325,000		0		175,000		0
Xxxxx Xxxx		2,000,000		0		2,000,000		0		1,300,000		0		700,000		0		23.5294			1,900,000
Xxxx Xxxxx Xxxxxxxx		1,500,000		0		1,500,000		0		975,000		0		525,000		0		17.6471			1,425,000
Xxxxxxx Xxxx Xxxxx		1,000,000		0		1,000,000		0		650,000		0		350,000		0		11.7647			950,000
Xxxxx Xxxxx Ragheb Alkaloti		1,000,000		0		1,000,000		0		650,000		0		350,000		0		11.7647			950,000
Triple R Holdings LLC		1,000,000		0		1,000,000		0		650,000		0		350,000		0		11.7647			950,000
West Ireland Investment Limited		1,000,000		0		1,000,000		0		650,000		0		350,000		0		11.7647			950,000
Totals		8,500,000		1,500,000		8,000,000		500,000		5,200,000		325,000		2,800,000		175,000		100.00	%		8,500,000

Schedule 3 Seller’s Closing obligations

Part 1: First Closing

1.	Documents to be delivered at First Closing

At First Closing, the Sellers shall deliver to the Buyer:

	(a)	transfers of the First Closing Shares executed by the Sellers in favour of the Buyer;

	(b)	the share certificates for the Sale Shares or an indemnity for any lost certificates;

	(c)	resignations of all directors of the Company other than Xxxx Xxxxxxx, Xxxxxxxx Xxx and Xxxxx Xxxx;

	(d)	where required, a written resolution of the board of the Company appointing Xxxxxxx XxXxxxx to the board of the Company and accepting the resignations of the resigning directors;

	(e)	executed copies of all documents required by the Company’s registered agent to transfer the First Closing Shares from the Sellers to the Buyer and removing the resigning directors from the board of the Company;

	(f)	signed minutes, in agreed form, of the board meeting held by the Company pursuant to paragraph 2 of this Schedule 3;

2.	Closing board meeting

The Sellers shall cause a board meeting of the Company to be held at First Closing at which the matters set out in this agreement as they relate to First Closing shall be resolved and approved.

3.	Post-Closing

The Sellers shall cause the issuance of share certificates to the Buyer and each Seller reflecting the post-First Closing shareholdings, as follows:

Shareholder	Preference shares held post-First Closing		Ordinary shares held post-First Closing
Xxxxxxx.xxx, Inc. or Assignee		5,200,000		325,000
Duplays Holdings Limited		500,000		1,000,000
Xxxx Xxxxxxxx		175,000		0
		0		175,000
Xxxxx Xxxx		700,000		0
Xxxx Xxxxx Xxxxxxxx		525,000		0
Xxxxxxx Xxxx Xxxxx		350,000		0
Xxxxx Xxxxx Ragheb Alkaloti		350,000		0
Triple R Holdings LLC		350,000		0
West Ireland Investment Limited		350,000		0
Totals		8,500,000		1,500,000

Part 2: Second Closing

1.	Documents to be delivered at Second Closing

At Second Closing, the Sellers shall deliver to the Buyer:

	(a)	transfers of the Second Closing Shares executed by the Sellers in favour of the Buyer;

	(b)	the share certificates for the Second Closing Shares or an indemnity for any lost certificates;

	(c)	resignations of all directors of the Company other than Xxxx Xxxxxxx and Xxxxxxx XxXxxxx;

	(d)	where required, the written resolution of the board of the Company appointing a person designated by the Buyer to the board of the Company and as the Company’s authorised signatory and accepting the resignations of Xxxxxxxx Xxx and Xxxxx Xxxx;

	(e)	executed copies of all documents required by the Company’s registered agent to transfer the shares from the Sellers to the Buyer and removing all directors from the board and authorised signatory positions of the Company, other than Xxxx Xxxxxxx and any person appointed by the Buyer;

	(f)	any corporate credit card, debit card, and all other banking documents, credentials and instruments relating to the bank accounts of the Company and the Subsidiary;

	(g)	signed minutes, in agreed form, of the board meeting held by the Company pursuant to paragraph 2 of this Schedule 1;

2.	Closing board meeting

The Sellers shall cause a board meeting of the Company to be held at Second Closing at which the matters set out in this agreement and not previously resolved upon pursuant to paragraph 2 of Part 1 of this Schedule 3 shall be resolved and approved.

Schedule 4 Warranties

1.	Power to sell the Sale Shares

1.1	Each Seller has the requisite power and authority to enter into and perform this agreement and the documents referred to in it (to which it is a party), and they constitute valid, legal and binding obligations on each Seller in accordance with their respective terms.

1.2	The execution and performance by the Sellers of this agreement and the documents referred to in it will not breach or constitute a default under any Seller’s articles of association, or any agreement, instrument, order, judgment or other restriction which binds any Seller.

2.	Shares in the Company

2.1	The Sale Shares constitute 85 per cent. of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.

2.2	Each Seller is the sole legal and beneficial owner of the Sale Shares set against its name in column 3 of the table at Schedule 2 and is entitled to transfer the legal and beneficial title to such Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

2.3	No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right.

2.4	No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.

2.5	The Subsidiary is a wholly-owned subsidiary of the Company.

3.	Constitutional and corporate documents

	So far as each Seller is aware, all deeds and documents belonging to the Company Group (or to which it is a party) are in the possession of the Company Group.

4.	Information

4.1	The particulars set out in Schedule 1 are true, accurate and complete.

4.2	All information (excluding information received by the Sellers from the Buyer) given by or on behalf of the Sellers to the Buyer (or its agents or advisers) in the course of the negotiations leading up to this agreement, was when given, and is now, true, accurate and, so far as the Sellers are aware, complete.

5.	Compliance and consents

5.1	The Company Group has at all times conducted its business in accordance with, and has acted in compliance with, all applicable laws and regulations.

5.2	The Company Group holds all licences, consents, permits and authorities necessary to carry on the Business in the places and in the manner in which it is carried on at the First Closing Date (Consents).

5.3	Each of the Consents is valid and subsisting, the Company Group is not in breach of the terms or conditions of the Consents (or any of them) and there is no reason why any of the Consents may be revoked or suspended (in whole or in part) or may not be renewed on the same terms.

6.	Effect of sale of the Sale Shares

The acquisition of the Sale Shares by the Buyer will not:

	(a)	cause the Company Group to lose the benefit of any right, asset or privilege it presently enjoys; or

	(b)	relieve any person of any obligation to the Company Group, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company Group, or to exercise any other right in respect of the Company Group.

7.	No Insolvency

No insolvency event has occurred in relation to any Seller.

AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (“First Amendment”), is made as of the 18^th day of December, 2023 (the “Effective Date”), by and between XXXXXXX.XXX, INC., a Delaware corporation (the “Buyer”), with its principal place of business located at 00000 Xxxxx Xxx. 00, Xxxxxxxxx, Xxxxx 00000 and XXXX XXXXXXX (on behalf of the “Sellers”).

W I T N E S S E T H:

WHEREAS, Xxxxx and Sellers entered into that certain Share Purchase Agreement dated September 11, 2023 (the “Agreement”), under which Buyer agreed to purchase from Sellers, and Sellers agreed to sell to Buyer the Sale Shares in Nook Holdings Limited, a private company incorporated and registered in Abu Dhabi Global Market (“ADGM”), under and subject to the terms and conditions set forth in such Agreement;

WHEREAS, the Agreement is incorporated into this Amendment by reference and made a part of this Amendment;

WHEREAS, pursuant to the Agreement, the parties were to perform the completion of the sale and purchase of the First Closing Shares on October 31, 2023 (the “First Closing”);

WHEREAS, pursuant to the Agreement, the parties were to perform the completion of the sale and purchase of the Second Closing Shares on November 30, 2023 (the “Second Closing”);

WHEREAS, Xxxxx and Sellers have agreed to amend the Agreement under the terms and conditions contained in this Amendment in order to facilitate the delay of the parties completion of the First Closing and Second Closing.

NOW, THEREFORE, with the foregoing background incorporated herein by reference, and in consideration of the mutual covenants and agreements set forth herein, intending to be legally bound, the parties hereto agree to amend the Agreement as follows:

1. Interpretation of Agreed Terms. Save as defined in this Amendment, the terms, words and expressions defined in the Agreement shall have the same effect and meaning in this Amendment.

2. Date of Closing: The Closing shall occur on or before March 30, 2024 (the “Amended Closing”).

3. Deposit. Sellers acknowledge that the balance of the Deposit has been paid in full on or before the Effective Date of this Amendment.

4. Miscellaneous.

a. Except as specifically set forth above in this Amendment, the Agreement shall continue unmodified and otherwise remain in full force and effect in accordance with its terms in all respects and Buyer and Sellers hereby ratify and restate all the terms and conditions thereof. This Amendment does not address any other provision or rights under the Agreement or Applicable Law.

b. This Amendment may be executed in counterparts. Each such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall further constitute and be but one and the same instrument. Facsimile/PDF copies shall be deemed originals.

c. In the event of a conflict between this Amendment and the Agreement, the terms of this Amendment shall prevail. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, personal representatives, successors and assigns. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

BUYER: XXXXXXX.XXX, INC., a Delaware corporation

By:	/s/ Xxxxxxx XxXxxxx
Name:	Xxxxxxx XxXxxxx
Title:	Chairman, CEO and President
Date:	December 18, 2023

ON BEHALF OF XXXXXXX: XXXX XXXXXXX

By:	/s/ Xxxx Xxxxxxx
Name:	Xxxx Xxxxxxx
Title:	Authorized Representative
Date:	December 18, 2023

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Share purchase agreement

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