Exhibit 10.1

Steven Kwek Poh Song (Steven Guo Baosong)

(as “Seller”)

and

RCSR Pte. Ltd.

(as “Purchaser”)

and

Ryde Group Ltd.

AGREEMENT

for the

sale and purchase of

40% of the paid-up and issued share capital of

ATOLL DISCOVERY PTE. LTD.

CONTENTS

Schedule

(See next page)

DATE:

PARTIES:

each a “Party”, collectively, the “Parties”.

RECITALS:

IT IS AGREED as follows:

In this Agreement, the following words and expressions shall have the following meanings:

“Accounting Date” means in relation to any Financial Year of the Company, the last day of that Financial Year;

“Accounts” means in relation to any Financial Year of the Company:

together in each case with all notes, reports and statements required by law or Relevant Accounting Standards to be included in or annexed to them;

“Affiliate” means, with respect to any person, any (a)(i) other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified person, (ii) trust or partnership of which the trustee or general partner is the person referred to in clause (i), or (iii) entity which manages or provides investment management advice to, or is managed by or receives investment management advice from, any of the foregoing; and (b) directors of such person or of a person described in clause (a) of this sentence; provided that “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Business” means the business of the Company in rental and leasing of cars;

“Business Day” means a day (excluding Saturday, Sunday and public holidays) on which banks generally are open in Singapore for the transaction of normal banking business;

“Company” has the meaning ascribed to it in Recital (A);

“Companies Act” means the Companies Act 1967 of Singapore, as amended or modified from time to time;

“Completion” means completion of the sale and purchase of the Sale Shares in accordance with Clause 6;

“Completion Date” has the meaning given to it in Clause 6.1;

“Conditions” means the conditions precedent referred to in Clause 4.1;

“Consideration” has the meaning given to it in Clause 3.1;

“Consideration Shares” means 4,850,000 Class A ordinary shares in the capital of Ryde Group Ltd., to be issued at the Issue Price and credited as fully-paid;

“Directors” means the persons listed as directors of the Company;

“Disclosed” means disclosed by the Seller in writing to the Purchaser fully, fairly, specifically and accurately and with sufficient particularity to enable the Purchaser to assess the full impact on the Company of the matter, fact or circumstance disclosed and “Disclosure” shall be construed accordingly;

“Dispute” has the meaning given to it in Clause 23.2;

“Encumbrance” means any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal, right of first offer or right of pre-emption), or any agreement or arrangement to create any of the same;

“Environment” means any and all organisms (including man), ecosystems, property and the following media:

“Environmental Laws” means any and all laws, whether civil, criminal or administrative applicable to the Company and/or the conduct of the Business and which have as a purpose or effect the protection of the Environment and/or the prevention of Harm and/or the provision of remedies in respect of Harm;

“Financial Year” means a financial year of the Company;

“Harm” means harm or damage to, or other interference with, the Environment and includes any detrimental effects on the health of living organisms or other interference with the ecosystems of which they form part and, in the case of humans, includes offence caused to any of their senses or harm or damage to their property;

“Last Accounting Date” means 31 December 2024;

“Last Accounts” means the Accounts in respect of the Financial Year ended on the Last Accounting Date;

“Long Stop Date” has the meaning given to such term in Clause 4.3;

“Losses” includes, in respect of any matter, event or circumstance, all demands, claims, actions, proceedings, damages, payments, fines, penalties, losses, costs (including legal costs), expenses (including Tax), disbursements or other liabilities in any case of any nature whatsoever, whether or not consequential, special, indirect or incidental;

“NYSE American” means New York Stock Exchange American LLC;

“Notice” has the meaning given to such term in Clause 18.1;

“Permits” means any and all licences, consents, permits, registrations, filings, exemptions, approvals, authorisations or the like, made or issued pursuant to or under, or required by, Environmental Laws for the lawful carrying on of the Business;

“Purchaser’s Group” means the Ryde Group Ltd. and its subsidiaries, including the Purchaser, and Affiliates, and “Purchaser’s Group Entity” means any one of them;

“Relevant Accounting Standards” means in relation to any Accounts, the International Financial Reporting Standards, and to the extent that the Company is not required to comply with the foregoing, the relevant accounting standards applicable to the Company;

“Ryde Group Ltd.” means Ryde Group Ltd.;

“Sale Shares” has the meaning given to it in Recital (B);

“Stamp Duty Documents” means:

“Tax” or “Taxation” means all forms of taxation, withholdings, duties, imposts, levies, social security or housing fund contributions and rates imposed by any local, municipal, governmental, state, federal or other body or authority in Singapore or elsewhere, in all cases being in the nature of taxation, and any interest, penalty, surcharge or fine in connection therewith;

“Tax Authority” means any Tax authority or other authority competent to impose, assess or enforce any liability to Tax whether in Singapore or elsewhere;

“Transaction Agreements” means the definitive agreements entered into in connection with the Transactions, including this Agreement and any other agreement or document to be entered into pursuant to or in connection with this Agreement;

“Transactions” means the sale and purchase of the Sale Shares under this Agreement and all other related transactions contemplated by this Agreement; and

“Warranties” means the representations and warranties given in Clause 7 and Schedule 5.

All references to statutes, statutory provisions, enactments, shall include references to any consolidation, re-enactment, modification or replacement of the same, any statute, statutory provision, enactment, of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time except to the extent that any consolidation, re-enactment, modification or replacement enacted after the date of this Agreement would extend or increase the liability of any party to another under this Agreement.

The terms “subsidiary”, “subsidiaries”, “holding company” and “holding companies” shall have the meaning as defined in the Companies Act.

Any reference to a document in the “agreed form” is to the form of the relevant document in the terms agreed between the relevant Parties and agreed in writing by or on behalf of the relevant Parties.

References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the parties, the recitals, schedules and clauses are references respectively to the parties and their legal personal representatives, successors and permitted assigns, the recitals and schedules to and clauses of this Agreement.

Save where specifically required or indicated otherwise:

Clause and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

Where any statement is qualified by the expression “to the best of the knowledge of the Seller” or “so far as the Seller is aware” or any similar expression, the statement shall be deemed to include the actual knowledge, or such knowledge as such individual should have had after due inquiry with reasonable care and diligence, of the board of directors, officers and employees of the Company.

The Sale Shares shall be sold together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution.

The Seller hereby agrees to procure the waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the Sale Shares, whether under the constitution of the Company or otherwise.

The aggregate consideration for the purchase of the Sale Shares shall be US$1,455,000 (“Consideration”).

The Consideration shall be paid by way of allotment and issue by Ryde Group Ltd. to the account(s) of the Seller the Consideration Shares and credited as fully-paid and shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing issued Class A ordinary shares of Ryde Group Ltd., the record date for which falls on or after the Completion Date, and in all other respects shall rank pari passu with other existing issued Class A ordinary shares of the Purchaser then in issue. For this purpose, “record date” means the date fixed by Ryde Group Ltd. for the purposes of determining entitlements to dividends or other distributions to or rights of holders of shares.

The payment of the Consideration by or on behalf of the Purchaser shall be a good and valid discharge of the relevant obligation of the Purchaser to make payment of the Consideration.

Completion is conditional on those matters listed in Schedule 2 being satisfied or waived in accordance with this Agreement by the Long Stop Date. If any Condition is not fully satisfied or waived in accordance with this Agreement, this Agreement shall automatically terminate with immediate effect on the Long Stop Date.

The Purchaser may in its absolute discretion, at any time by notice in writing to the Seller, waive to the fullest extent permissible by law either in whole or in part the Conditions to be fulfilled by the Seller.

If, at any time, the Seller or the Purchaser becomes aware of a fact or circumstance that might prevent a Condition from being satisfied, it shall inform the Purchaser or the Seller (as the case may be) as soon as reasonably practicable.

In the event that any of the Conditions shall not have been fulfilled (or waived pursuant to Clause 4.2) prior to the Long Stop Date, then the Purchaser shall not be bound to proceed with the purchase of the Sale Shares and this Agreement shall cease to be of any effect and the Purchaser shall owe no liabilities to the Seller.

Completion shall take place on the date which is three (3) Business Days after the date of written notification by the Purchaser to the Seller of the fulfilment to the satisfaction (or waiver) of the Purchaser of the Conditions pursuant to Clause 4.3 or such other time or date as the Parties may agree in writing (the “Completion Date”).

Completion shall take place electronically (or such other place as the Parties may agree in writing) where all (but not some only) of the events detailed in this Clause 6 and Schedule 4 shall occur.

At Completion, the Seller shall:

At Completion, and subject to the Seller complying with his obligations under Clause 6.3, the Purchaser shall do or deliver (or cause to be delivered) to the Seller the matters or items listed in Part 2 of Schedule 4.

Without prejudice to any other remedies available to the Purchaser, if the provisions of Clause 6.3 are not complied with in any respect on the Completion Date (including the failure of the Completion to occur on or prior to the Long Stop Date without any continuing and uncured material breach of this Agreement on the part of the Purchaser), the Purchaser shall not be obliged to complete the purchase of the Sale Shares or pay any of the Consideration and may in its absolute discretion (in addition and without prejudice to any other right or remedy available to it) by written notice to the Seller:

If the Purchaser terminates this Agreement pursuant to this Clause 6.5, each Party’s further rights and obligations shall cease immediately on termination, save for those clauses listed or referred to in Clause 9.2 (which shall remain in force), and save in respect of any claims by the Purchaser arising out of any antecedent breach of this Agreement.

The Seller represents and warrants to the Purchaser that each of the statements set out in Schedule 5 is at the date of this Agreement, and will at Completion and at all times before Completion (by reference to the facts and circumstances existing at the relevant time) be true and accurate and not misleading.

The Seller acknowledges that the Purchaser has entered into this Agreement on the basis of and in reliance upon (among other things) the Warranties and has been induced by them to enter into this Agreement.

The Seller represents and warrants to and undertake with the Purchaser and its successors in title that the Warranties will be fulfilled down to, and will be true and correct in all respects and not misleading at, Completion as if they had been entered into afresh at Completion and with reference to the circumstances then existing at Completion.

The rights and remedies of the Purchaser in respect of any breach of the Warranties by the Seller shall not be affected by:

The Seller undertakes (without limiting any other rights of the Purchaser in any way including its rights to damages in respect of a claim for breach of any Warranty or covenant or obligation provided by the Seller on any other basis) that, if there is a breach of any Warranty or covenant or obligation provided by the Seller, they shall pay in cash to the Purchaser on demand a sum equal to all Losses suffered or incurred by the Purchaser or such Purchaser’s Group Entity, directly or indirectly, as a result of or in connection with such breach of Warranty or covenant or obligation (which, in the case of Losses of the Purchaser arising from any Loss of any Purchaser’s Group Entity, shall be calculated by multiplying the direct or indirect, as applicable, shareholding ratio of the Purchaser in such Purchaser’s Group Entity with the amount of such Loss of such Purchaser’s Group Entity).

Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary in this Agreement, shall not be limited by reference to or inference from any other Warranty or anything in this Agreement.

The Seller shall not be entitled to raise as a defence to a claim by the Purchaser under this Agreement the fact that he had relied on information provided to him the Company or any of their officers, employees, workers or agents (including advisers).

The Seller hereby irrevocably waives any and all claims against each Purchaser’s Group Entity and any of its officers, employees, workers and, in connection only with the sale of the Sale Shares, its agents (including advisers) and undertakes (if any claim is made against them in connection with the sale of the Sale Shares to the Purchaser) not to make any claim against or seek any contribution from any such person (and undertakes that no other person claiming under or through them will make any such claim or seek any such contribution).

The Seller hereby agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to him after the date of this Agreement and before Completion which:

The Seller shall cause the Company to appoint a named nominee of the Purchaser as a director on the board of directors of the Company.

shall continue in force following termination of this Agreement (for whatever reason) and further save that termination of this Agreement (for whatever reason) shall be without prejudice to the respective rights and liabilities of each of the Parties accrued prior to such termination.

Nothing in this Agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any Purchaser’s Group Entity informing it that the Purchaser has purchased the Sale Shares.

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore.

This Agreement may be executed by the Parties hereto in separate counterparts, each and all of which when so executed and delivered to the Parties by electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties hereto. Any Party may enter into this Agreement by signing any such counterpart transmitted electronically or other electronic signatures (such as DocuSign or AdobeSign), by any of the Parties to any other Party and each receiving Party may rely on the receipt of such document so executed and delivered as if the original had been received. The Parties agree that signatures executed by way of electronic means (such as DocuSign or AdobeSign) shall be recognised and construed as secure electronic signatures to the fullest extent under applicable law, and that the Parties accordingly shall deem such signatures to be original signatures for all purposes.

The Seller agrees (at his 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 Purchaser may reasonably require, whether on or after Completion, to implement and/or give effect to the Transaction Agreements and the Transactions and for the purpose of vesting in the Purchaser the full benefit of the assets, rights and benefits to be transferred to the Purchaser under or pursuant to this Agreement including the legal and beneficial ownership of the Sale Shares.

Subject to any terms implied by law, this Agreement represents the whole and only agreement between the Parties in relation to the subject matter of this Agreement and supersedes any previous agreement (whether written or oral) between all or any of the Parties in relation to the subject matter of any such document save that nothing in this Agreement shall exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

provided that in each case where delivery by electronic mail or by hand occurs after 6pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day.

References to time in this Clause are to local time in the country of the addressee.

For the attention of: Lang CF

Each provision of this Agreement shall continue in full force and effect after Completion, except to the extent that a provision has been fully performed on or before Completion.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision(s) by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

The Parties have shown their acceptance of the terms of this Agreement by executing it at the end of the Schedules.

SCHEDULE 1

Details of the Company

SCHEDULE 2

Conditions Precedent

Completion is conditional on:

SCHEDULE 3

Pre-Completion Obligations

SCHEDULE 4

Completion

Part 1: Seller’s Obligations at Completion

At Completion, the Seller shall deliver to the Purchaser:

Part 2: Purchaser’s Obligations at Completion

At Completion, the Purchaser shall:

SCHEDULE 5

Warranties

All information contained in this Agreement (including but not limited to the Recitals and Schedules) and all other information contained in any written document or written or oral communication which has been given by or on behalf of the Company or the Seller or by any of the directors, officers, professional advisers or any other agent of the Company to any of the officers, employees, representatives or professional advisers of the Purchaser in the course of the negotiations or due diligence leading to this Agreement was when given and considered in light of all other information so provided true, complete and accurate in all respects and there is no fact or matter or circumstance not Disclosed in writing to the Purchaser or its professional advisers which renders or would render any such information untrue, incomplete, inaccurate or misleading in any respect or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the Sale Shares, or the price at or terms upon which the Purchaser would be willing to purchase them is true, complete and accurate and not misleading in any respect.

Complete and accurate disclosure has been made of all matters which are or could, on reasonable enquiry, be known to the Seller and which are necessary to qualify the statements made in this Schedule 5 in order for such statements, when so qualified, to be complete, accurate and not misleading.

The Seller is of sound mind and has full power, authority and capacity to enter into and perform the Transaction Agreements and each of the terms under the Transaction Agreements constitutes or will, when executed, constitute valid and legally binding obligations on the Seller enforceable in accordance with its terms, and the execution and delivery of, and the performance by the Seller of his obligations under the Transaction Agreements (including without limitation, the transfer of all his interests, direct or indirect, in the Company) will not result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council) or deed or agreement to which he is a party or by which he or his assets are bound, whether in Singapore or elsewhere. The Seller is fully solvent and able to pay his debts as and when they become due and payable, there is no petition presented for declaring him bankrupt, no bankruptcy order has been made or petition presented against him and no person has threatened to present such an order or petition, nothing has occurred under the law of any jurisdiction which has a substantially similar effect to any of the events described in this paragraph.

The Seller has obtained all applicable governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to empower him to enter into and to perform his obligations under this Agreement.

The Company has been duly incorporated and is validly existing and in good standing under the law of the place of its incorporation. The Company has full powers and authority to own its assets and to conduct the business being carried on by it.

The constitution of the Company is accurate, complete and up-to-date in all respects, and contains full details of the rights and restrictions attached to the share capital of the Company. At all times, the business and affairs of the Company has been and continues to be conducted in accordance with its constitution.

The Company does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access) are not under the exclusive ownership and direct control of the Company or its authorised service providers.

All documents of title relating to the assets of the Company and an executed copy of all material agreements to which the Company is a party are in the possession of the Company.

All Encumbrances granted to or by the Company have (if required or permitted) been registered in accordance with all applicable laws on each applicable register and such registrations are true, accurate and complete or comply with all necessary formalities as to registration or otherwise in any jurisdiction.

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of the Company under any option or other agreement (including conversion rights and rights of pre-emption) and there are no Encumbrances on the Sale Shares registered in the Seller’s name or any arrangements or obligations to create any Encumbrances on the Sale Shares registered in the Seller’s name.

Except for the obligations resulting from this Agreement, there are no obligations with respect to any of the Sale Shares, for example pursuant to a trust, shareholders’ or voting agreements or agreements restricting the transfer of the Sale Shares or the payment of dividends, or agreements pursuant to which approval therefore is required. No restrictions on the transfer of the Sale Shares are in effect other than those set forth in the constitution of the Company.

No person is entitled to receive from the Company any fee, brokerage or commission in connection with this Agreement or anything contained herein.

As at Completion Date, the Company does not have any interest in any other entity.

The Company is not, and has not agreed to become, the holder or beneficial owner of any class of any shares, debentures or other securities of any company anywhere in the world.

The Company is not a party to any shareholders’ agreement or similar arrangement or agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares.

The Company does not have any place of business or branch or permanent establishment or assets outside its jurisdiction of incorporation.

The Seller is not either on his own account or in conjunction with or on behalf of any person, firm or company engaged, concerned or interested, directly or indirectly, whether as shareholder, director, partner, agent or otherwise in any business of a similar nature to or competitive with that carried on by the Company, or which has a close trading relationship with the Company, other than owning one per cent. (1%) or less of the shares of a publicly held corporation, provided such holding is only a passive portfolio holding for investment purposes (where the Seller does not exercise an active role in the operational direction or management of the relevant entity).

All the books, ledgers and accounting and other financial records of the Company required to be kept by law or Relevant Accounting Standards:

The accounting reference date of the Company has been, during the last three (3) years, the date specified in Schedule 1.

The Last Accounts:

The Last Accounts contain adequate provision for doubtful debts and all bad debts have been written off.

The amount of the receivables included in the Last Accounts as owing to the Company at the Last Accounting Date, less any provision for doubtful debts in the Last Accounts, has been recovered in full or are collectible for their full amounts, including any accrued interest, and within the respective credit terms granted by the Company, and are not subject to any counterclaim or set-off except to the extent described or provided for in the Last Accounts.

There are no debts or liabilities owed or owing by the Seller to the Company and there are no debts or liabilities owed or owing by the Company to the Seller.

which are not otherwise provided for in the Last Accounts.

The stock-in-trade, stock in transit and work-in-progress was included in the Last Accounts at figures not exceeding the amounts which could in the circumstances existing at the Last Accounting Date respectively, reasonably be expected to be realised in the ordinary and usual course of carrying on the businesses of the Company.

All dividends and distributions declared, made or paid by the Company at any time were, when declared, made or paid, in accordance with the requirements of general law and the constitution of the Company.

There has not occurred any event of default or any other event or circumstance which would entitle any person to call for early repayment under any agreement relating to any indebtedness or to enforce any security given by the Company (or, in either case, any event or circumstance which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute such an event or circumstance).

There is no outstanding indebtedness or liability (actual or contingent) between the Company and the Seller or between the Company and any directors, officers or employees of the Company or the Seller or any relatives or controlled companies of any such persons and no security for any such indebtedness or liability has been given and remains outstanding.

There is not outstanding any agreement or arrangement which establishes any guarantee, indemnity, suretyship, form of comfort or support (whether or not legally binding):

The Company has not entered into any derivative contracts.

Having regard to existing bank and other financial facilities, the Company has sufficient working capital available to it to enable it to continue to carry on its business in its present form and at its present level of turnover and for the purpose of performing in accordance with their terms all orders, projects and other obligations and discharging all liabilities which ought properly to be discharged.

The execution of and compliance with the terms of the Transaction Agreements will not:

[        ] are the major customers of the Company comprising approximately 100 per cent. (100%) of the aggregate value of all revenue in a Financial Year.

During the period of 12 months prior to the date of this Agreement, the terms of trade of the Company with each of the significant customer the Company have not significantly changed to the detriment of the Company. The Seller is not aware that any circumstances (including the provision of any notices of termination or cancellation by the significant customers to the Company) indicating a cessation or substantial reduction in trade or change in terms of dealing as described above is likely after Completion.

There is no outstanding contract, liability or arrangement to which the Company is a party or by which it is bound which:

With respect to each contract, liability or arrangement to which the Company is a party or by which it is bound:

The Company is not:

The Company has not at any time:

There are no claims (whether actual or contingent) by the Seller, any customers, suppliers, or any other third party against the Company which have arisen or which will potentially arise as a result of the Company’s breach or alleged breach of any contract or agreement.

All of the assets owned by the Company (including the 76 motor vehicles of the Company) as stated in Schedule 7 of this Agreement are the sole, absolute property of the Company and there is no outstanding Encumbrance over the whole or any part of the undertaking, property or assets of the Company and none of the assets now owned or used by the Company is the subject of any Encumbrance or any hire purchase, lease hire, leasing, lease, purchase or credit or conditional sale agreement, agreement for payment on deferred terms or is the subject of any licence or factoring arrangement apart from the Hire Purchase Agreements.

For the purpose of this Clause 10.1, “Hire Purchase Agreements” refer to 76 hire purchase facilities entered into between the Company and various financial institutions in connection with the financing of the motor vehicles of the Company.

All the vehicles used by the Company in the conduct of its business:

No litigation, prosecution, arbitration, mediation or other proceedings or any governmental investigations or enquiries relating to the Company is on foot, has arisen or is current. In addition, no such litigation, prosecution, arbitration, mediation or other proceedings or governmental investigations or enquiries are pending or threatened, by or against the Company, nor are there any circumstances likely to lead to any such litigation, prosecution, arbitration, mediation or other proceedings, governmental investigations or enquiries.

The Company has paid in full all amounts it was required to pay under any judgments, orders, rulings, declarations, decrees, decisions or awards of any court, tribunal, arbitrator or government agency relating to prior disputes and there is no unsatisfied settlement of proceedings in any court, tribunal or arbitration.

The Company is fully solvent and able to pay its debts as and when they fall due, there is no petition presented for declaring it insolvent, no bankruptcy order has been made or petition presented against it and no person has threatened to present such an order or petition.

No order has been made, petition presented or meeting convened for the purpose of considering a resolution for the winding up of the Company or for the appointment of any provisional liquidator. No petition has been presented for an administration order to be made in relation to the Company, and no judicial manager, administrator or receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of the Company.

No composition in satisfaction of the debts of the Company, or scheme of arrangement of its affairs, or compromise or arrangement between it and its creditors and/or members or any class of its creditors and/or members, has been proposed, sanctioned or approved.

No distress, distraint, charging order, garnishee order, execution or other process has been levied or applied for in respect of the whole or any part of any of the property, assets and/or undertaking of the Company.

No events or circumstances analogous to any of those referred to in the preceding Paragraphs 12.1 to 12.4 have occurred in any jurisdiction.

No circumstances exist which are likely to give rise to the occurrence of any events or circumstances described in the preceding Paragraphs 12.1 to 12.5.

The Company is adequately and sufficiently capitalised in accordance with all applicable laws and is not in a position of negative equity. The Seller is not aware of any fact or circumstance where additional equity is required to be injected into the Company on or after Completion to comply with applicable laws or otherwise.

The Company has not given any powers of attorney or other authority express, implied or ostensible which is still outstanding or effective to any person to enter into any contract or commitment to do anything on its behalf other than the authority of employees to enter into routine trading contracts in the normal course of their duties.

“Anti-Bribery Laws” means any national anti-bribery laws, rules and regulations thereunder applicable to the Company, as well as any laws related to anti-bribery laws, such as laws relating to secret commissions and political donations, breach of trust or embezzlement (including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010).

“Government Authority” means:

“Public Official” means:

an employee or agent of a business a benefit (money or any other advantage) for such employee or agent or for a third person in a business transaction as consideration for such employee or agent according the Company an unfair preference in the purchase of commercial services.

a benefit (money or any other advantage) for himself or another in a business transaction as consideration for according an unfair preference to another in the purchase of commercial services.

a benefit (money or any other advantage) to a Public Official, for that person or a third person:

The Company is not a party to (i) any agreement, arrangement, concerted practice or course of conduct nor is it carrying on any practice which in whole or in part contravenes or is void or unenforceable under any competition legislation or equivalent laws in any other applicable jurisdiction where the Company has assets or carries on business, or which may render the Company liable to proceedings under any laws concerning competition; (ii) any agreement or arrangement or business practice in respect of which an undertaking has been given by or an order made against or in relation to it under any competition, anti-trust or similar legislation in any jurisdiction in which it carries on business or has assets or sales; or (iii) any agreement or arrangement or business practice in respect of which any request for information, statement of objections or similar matter has been received from any court, tribunal or relevant authority.

The Company has not received any notification that proceedings under any applicable anti-trust law have been initiated nor are any such proceedings contemplated by the Seller or any of the directors of the Company nor has any claim been made or threatened alleging any competition legislation or anti-trust law contravention.

For the purposes of this Paragraph 17, the following words and expressions shall have the following meanings:

“Employees” means those persons employed by the Company; and

“Employment Law” means all and any laws, common law, statutes, directives, recommendations, regulations, notices, codes of practice, guidance notes, judgments, decrees or orders, whether of Singapore or any other relevant jurisdiction, relating to or connected with the employment of Employees and workers and/or their health and safety at work, including applicable tax and superannuation laws.

The Company is not a party to or is involved in any current or proposed negotiation or bargaining process in relation to any industrial instrument, enterprise agreement, or agreement (including any collective agreement) with, or demand from, a trade union or industrial organisation in respect of the Employees and their employment, and no awards or workplace agreements apply to any Employees.

Neither the Company or any of its worksites is or has been at any time within the three (3) years preceding the date of this Agreement involved in any industrial dispute with any Employees or contractors of the Company, and there are no circumstances likely to give rise to any strike or industrial or trade dispute or any dispute or negotiation regarding a claim of material importance with any Employee, contractor, trade union, other registered or unregistered association of employees, or other similar organisation or other body (in any such case whether or not recognised by the Company for collective bargaining or other negotiating purpose) representing Employees or former Employees of the Company.

All deductions, contributions (including social security, applicable allowance, annuity, lump sum, pension, premium or other payments or benefits of any kind and superannuation contributions that the Company is obliged to make under legislation, any applicable contracts of employment or engagement and industrial instruments) and any other payments required under applicable law to be made by the Company in relation to the remuneration of its Employees, contractors and to any relevant competent authority have been so made in full and on a timely basis.

The Company is not involved in negotiations (whether with employees or any trade union or other employees’ representatives) to vary the terms and conditions of employment or engagement of any of its Employees, directors or consultants, nor has it made any representations, promises, offers or proposals to any of its Employees, directors or consultants or to any trade union or other Employees’ representatives concerning or affecting the terms and conditions of employment or engagement of any of its Employees, directors or consultants.

The Company has not introduced, nor is it proposing to introduce, any share incentive scheme, share option scheme or profit sharing, bonus, commission or other such incentive scheme for any of its directors or Employees.

No circumstances have arisen or exist under which the Company may be required to pay damages or compensation or suffer any penalty or be required to take corrective action or be subject to any form of sanction under Employment Law. There are no current, pending or threatened claims of any type against the Company by any existing or former employees or directors of the Company or by any existing or former consultants to the Company. The Company has provided all Employees who have sustained work related injuries with the full work injury entitlements to which they are entitled under relevant laws.

The Company is not a party to any scheme or programme relating to the temporary or permanent engagement or training of any Employees under which it receives any subsidy or financial assistance from any government body.

Completion will not give rise to the payment of any remuneration, payments or benefits or any enhancements or accelerations thereof to any Employee whether in accordance with the standard terms and conditions of employment of such Employee or otherwise.

There have not been any fatalities or work place injury incidents for the past five (5) years.

Neither the Company nor any director or officer of the Company has paid, or become liable to pay, nor are there any circumstances because of which the Company is likely to become liable to pay, any fine, penalty, surcharge or interest charged by virtue of any other statutory provision relating to Taxation.

except:

and there are no circumstances likely to give rise to such a liability.

The Company has made all deductions, withholdings and remittances in respect, or on account, of any Tax from any payments made by it, including interest, annuities or other annual payments, royalties, rent, compensation or remuneration payable to employees or sub-contractors, payments to persons not known to be resident in Singapore for Tax purposes, mandatory employee benefits, social security contributions, medical benefits and housing and other subsidies, bonus and welfare funds, old age insurance, work-related injury insurance, unemployment insurance or other social insurance benefits and trade union funds, which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld. No payment has been made by the Company which will not be deductible for corporation Tax purposes either in computing the profits of the Company or in computing the corporation Tax chargeable on the Company.

In relation to stamp duty or other documentary Tax assessable or payable in Singapore or elsewhere in the world, in respect of any agreement, document or transaction to which the Company has been a party as at the date of this Agreement and, as at the Completion Date, save for the stamp duty that is payable upon the execution of this Agreement, all stamp duty or other documentary Tax assessable or payable on agreements, documents or transactions in the enforcement of which the Company may be interested (whether now or in the future) have been duly paid and no document belonging to the Company now or at Completion which is subject to ad valorem stamp duty or documentary Tax is or will be unstamped or unpaid or insufficiently stamped or paid; nor has any relief from such duty or Tax been improperly obtained, nor has any event occurred as a result of which any such duty or Tax from which the Company has obtained relief, has become payable.

All documents to which the Company is a party or which form part of the Company’s title to any asset owned or possessed by it or which it may need to enforce or produce in evidence in the courts of Singapore have been duly submitted for adjudication (where appropriate) and duly stamped with the stamp duty being paid in full within the requisite period.

The Company has complied in all material respects with all statutory requirements, orders, provisions, directions or conditions relating to goods and services Tax, including (for the avoidance of doubt) the terms of any agreement reached with the relevant Taxing authorities, and the Company is not subject to any liabilities or obligations under the law relating to goods and services Tax in respect of or by reference to any supplies, deemed supplies or transactions for any period up to and including Completion.

The Company has not done any act or entered into any transaction or arrangement which may result in it being resident for Tax purposes in any jurisdiction other than the jurisdiction in which it was incorporated. The Company has been a Tax resident nowhere else at all times since its incorporation and at Completion.