Exhibit 99.1

Execution Version

Dated 22 May, 2026

Share Purchase Agreement

By and among

Fu Kam Holdings Limited

Easefound Investment Limited

Jming International Trade Company Limited

Quick Cash Technology Limited

XU XIAOXI

(the “Purchasers”)

and

CHAN WAI HO

CHEN SZE HON JOHNSON

(the “Sellers”)

relating to shares in Magic Empire Global Limited

HASTINGS & CO.

11th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong

THIS AGREEMENT is dated 22 May 2026 (the “Effective Date”) and made by and among:

(Purchaser 1, Purchaser 2, Purchaser 3, Purchaser 4 and Purchaser 5, collectively, the “Purchasers” and each a “Purchaser”); and

(Seller A and Seller B, collectively, the “Sellers”, each a “Seller”)

Purchaser 1, Purchaser 2, Purchaser 3, Purchaser 4, Purchaser 5, Seller A and Seller B collectively, the “Parties” and each, a “Party”.

BACKGROUND:

IT IS AGREED that:

In this Agreement, the following expressions shall have the following meanings except where the context otherwise requires:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

“Aggregate Purchase Price” has the meaning given to it in Clause 3.1(b);

“Applicable Laws” means any statute, law, ordinance, regulation, rule, order, judgment, decree, or other requirement or rule of law of any Government Authority applicable to the Parties or the Share Transfers;

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, Hong Kong or the British Virgin Islands are authorized or required by Applicable Law to be closed;

“Class A ordinary shares” refers to Class A ordinary shares, no par value of the Company;

“Class B ordinary shares” refers to Class B ordinary shares, no par value of the Company;

“Closing” has the meaning given to it in Clause 5.1;

“Closing Date” has the meaning given to it in Clause 5.1;

“Company” or “MEGL” has the meaning given to it in Recital (A);

“Conditions” has the meaning given to it in Clause 4.1;

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled,” “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast fifty percent (50%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person; or (ii) entitled to be allocated or receive fifty percent (50%) or more of the profits, losses, or distributions of the Controlled Person; or (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person;

“Custodian” has the meaning given to it in Clause 3.2(c);

“Custodian Agreement” means the agreement signed amongst Huang Shufen, Seller A, Seller B and the Sellers’ Solicitors dated 24 April 2026;

“Damages” has the meaning given to it in Schedule F;

“Definitive Documents” means definitive documentation necessary to effect the Share Transfers, including, but not limited to the share transfer instruments, board resolutions, resignation and appointment letters, and any other certificates or filings expressly required under this Agreement to effect the Share Transfers;

“Deposit” means the two cashier orders, in the sum of US$*** and US$*** with Seller A and Seller B as the respective payees deposited with the Sellers’ Solicitors as deposit held under escrow by the Sellers’ Solicitors under the MOU and the Custodian Agreement respectively. For convenience, the Deposit of US$*** for Seller A will be referred to as the “Deposit for SA”, and Deposit of US$*** for Seller B will be referred to as the “Deposit for SB”;

“Effective Date” has the meaning given to it in the Preamble;

“Encumbrances” means save for Clause 10.9 of this Agreement, any mortgage, charge, pledge, lien, option, right to acquire, right of first refusal, right of pre-emption, assignment, third party interest, other encumbrance or security interest of any kind, title retention, right of set off, counterclaim, trust arrangement or any equity or restriction, and any agreement or obligation to create or grant any of the aforesaid;

“Exchange Act” means the 1934 Exchange Act, as amended;

“GAAP” means United States generally accepted accounting principles, consistently applied;

“GCL” means Giraffe Capital Limited, a company incorporated on 28 June, 2016 under the laws of Hong Kong and is licensed to undertake Type 6 (advising on corporate finance) regulated activity under Schedule 5 of the SFO;

“GCSL” means Giraffe Corporate Service Limited, a company incorporated on 3 August 2023 under the laws of Hong Kong and provides corporate services;

“GFHL” means Giraffe Financial Holdings Limited, a company incorporated on 24 June 2016 under the laws of Hong Kong as an intermediate holding company;

“GIL” means Giraffe Investment Limited, a company incorporated on 22 September 2022 under the laws of Hong Kong as an investment holding company;

“Governmental Approval” means consent, approval, authorisation, order or other action by any Government Authority;

“Government Authority” means any nation or government, any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal;

“Group Companies” or “Group Company” has the meaning given to it in paragraph 3.1 of Schedule D and the MEGL Structure chart is set out in Schedule A;

“HKIAC Rules” has the meaning given to it in Clause 15.2;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“IFRS” means International Financial Reporting Standards, which are a set of accounting standards issued by the International Accounting Standards Board;

“Indebtedness” means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (ii) the principal and interest components of capitalized lease obligations under GAAP (or, in the case of the Company, under IFRS), (iii) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments, (iv) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes”, (vii) unpaid management fees, (viii) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (i) through (vii), and all Indebtedness of another Person referred to in clauses (i) through (viii) above guaranteed directly or indirectly, jointly or severally;

“Information” has the meaning given to it in Schedule F;

“Insiders” has the meaning given to it in Schedule F;

“Intellectual Property” means all intellectual property rights anywhere in the world, including all: (i) patents, patent applications and intellectual property rights in inventions (whether or not patentable), (ii) trademarks, service marks, trade names, corporate names, logos, slogans (and all translations, adaptations, derivations and combination of the foregoing) and all registrations, applications and renewals in connection therewith, together with all goodwill associated therewith, (iii) copyrights and all registrations and applications in connection therewith, (iv) internet domain names and social media accounts, and (v) trade secrets, and any other intellectual property rights in know-how and confidential information;

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order, which, in relation to the Purchaser, shall include the Securities Act, the Exchange Act, the NASDAQ listing rules and SFO.

“Liability” means any liability, obligation or commitment of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise;

“Longstop Date” means thirty (30) days after the Effective Date or any other date mutually agreed among the Parties;

“Losses” has the meaning given to it in Clause 9.1;

“Material Adverse Effect” means any change, circumstance, event, effect or occurrence that would prevent or materially impair or delay the consummation of the Share Transfers;

“MEIL” means Magic Empire Investment Limited, a company incorporated on 22 September 2022 under the laws of Hong Kong as an investment holding company;

“MOU” means the memorandum of understanding signed among Huang Shufen, Seller A, Seller B dated 20 April 2026 in respect of the proposed Share Transfers;

“Nasdaq” means the Nasdaq Stock Market;

“Nasdaq Rules” means the rules and regulations of Nasdaq;

“Notices” has the meaning given to it in Clause 13;

“P1-SA Class A Sale Shares” has the meaning given to it in Schedule B;

“P1-SA Class B Sale Shares” has the meaning given to it in Schedule B;

“P1-SB Class A Sale Shares” has the meaning given to it in Schedule B;

“P1-SB Class B Sale Shares” has the meaning given to it in Schedule B;

“P2-SB Class A Sale Shares” has the meaning given to it in Schedule B;

“P2-SB Class B Sale Shares” has the meaning given to it in Schedule B;

“P3-SA Class A Sale Shares” has the meaning given to it in Schedule B;

“P3-SA Class B Sale Shares” has the meaning given to it in Schedule B;

“P4-SA Class A Sale Shares” has the meaning given to it in Schedule B;

“P4-SA Class B Sale Shares” has the meaning given to it in Schedule B;

“P5-SA Class A Sale Shares” has the meaning given to it in Schedule B;

“P5-SA Class B Sale Shares” has the meaning given to it in Schedule B;

“Party” or “Parties” has the meaning given to it in the Preamble;

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof;

“Post-Offsetting Aggregate Purchase Price” has the meaning given to it in Clause 3.1(d);

“Purchase Price” has the meaning given to it in Clause 3.1(a);

“Purchaser” or “Purchasers” has the meaning given to it in the Preamble;

“Purchaser Claims” has the meaning given to it in Schedule F;

“Purchaser 1” has the meaning given to it in the Preamble;

“Purchaser 2” has the meaning given to it in the Preamble;

“Purchaser 3” has the meaning given to it in the Preamble;

“Purchaser 4” has the meaning given to it in the Preamble;

“Purchaser 5” has the meaning given to it in the Preamble;

“Releases” has the meaning given to it in Schedule F;

“Representative” means, with respect to any Person, such Person’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential sources) and other authorized representatives of such Person;

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

“SEC” means the U.S. Securities and Exchange Commission;

“SEC Filings” means all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the Exchange Act, including all exhibits and schedules thereto and documents incorporated by reference therein;

“Second Custodian Agreement” has the meaning given to it in Clause 3.2(c);

“Securities Act” means the 1933 Securities Act, as amended;

“Seller” or “Sellers” has the meaning given to it in the Preamble;

“Seller A” has the meaning given to it in the Preamble;

“Seller B” has the meaning given to it in the Preamble;

“Sellers’ Solicitors” means Hastings & Co, a Hong Kong law firm registered with the Law Society of Hong Kong;

“Sellers’ Warranties” has the meaning given to it in Clause 4.4(a);

“SFC” means the Securities and Futures Commission of Hong Kong;

“SFC Approval” has the meaning given to it in Clause 4.4;

“SFO” means the Securities Futures Ordinance, Cap. 571 of the Laws of Hong Kong;

“Share Transfers” has the meaning given to it in Recital (C);

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules;

“Substantial Shareholder” has the meaning given to it in section 6 of Schedule 1 of the SFO;

“Takeover Statute” has the meaning given to it in Clause 10.5;

“Transactions” has the meaning given to it in Schedule F;

“Undisclosed Liabilities” of an entity or entities means any Liability, debt, or obligation, whether accrued, contingent, absolute, determined, determinable or otherwise, required to be reflected or reserved for on a balance sheet prepared in accordance with IFRS, except for liabilities, debts, or obligations (i) reflected or reserved for in the Financial Statements or disclosed in any notes thereto, (ii) that have arisen since the Balance Sheet Date and, the date of the most recent audited financial statements in the ordinary course of business of such entity or entities consistent with past practice, (iii) incurred or arising under or in connection with the transactions, including expenses related thereto, (iv) disclosed in Section 14 of the Disclosure Schedule, or (v) that would not, individually or in the aggregate, reasonably be expected to be material to the business of such entity, or entities taken as a whole;

“US$” or “U.S. dollars” means the lawful currency of the United States of America.

The obligation of the Purchasers to consummate the Share Transfers is subject to the fulfilment (or waiver thereof) at or prior to the Closing of each of the following conditions:

For the avoidance of doubt, each of the Purchasers acknowledges, confirms and agrees that: (a) it is the Purchasers’ sole responsibility as Substantial Shareholder of GCL (being a licenced corporation under the SFO) after Closing to obtain the approval of the SFC (the “SFC Approval”) in respect of: (i) the change in the shareholding structure of GCL and (ii) continuing to be the Substantial Shareholder of GCL as a result of the Share Transfers and (b) obtaining SFC Approval should not in any way be construed as a Condition to Closing.

The obligation of the Sellers to consummate the Share Transfers is subject to the fulfilment (or waiver thereof) at or prior to the Closing of each of the following conditions:

The Parties acknowledge and agree that the Share Transfers contemplated by this Agreement are the result of a privately negotiated transaction. The Parties agree that the public announcement of this Agreement and the Share Transfers, as required by Applicable Laws, shall serve as the means of public dissemination of the material non-public information related to the Share Transfers and other transactions contemplated by this Agreement.

Subject to the terms and conditions of this Agreement, closing (the “Closing”) of the Share Transfers contemplated by this Agreement shall take place no later than three (3) Business Days after the satisfaction (or waiver thereof) of all the conditions set forth in Clause 4 (or at such other date as the Parties may agree in writing) remotely via the exchange of documents and signatures OR at the Sellers’ Solicitors’ office at 11/F., Gloucester Tower, the Landmark, 15 Queen’s Road Central, Hong Kong (or such other place as the Parties may mutually agree) on the date (the “Closing Date”) Date at or before 12:30 p.m. at which time the matters as set out in Clause 5.2 shall be simultaneously transacted.

the Purchasers shall take, or procure any relevant third party to take actions, and to do, or cause to be done all things necessary (including but not limited to executing and delivering instruments and documents) to restore the Sellers to their original position prior to the Effective Date.

Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to Section 12, except as (x) required by applicable Law or (y) expressly contemplated or permitted by this Agreement, the Sellers shall not and shall not permit the Group Companies to, directly or indirectly, do or propose to do any of the following without the prior written consent of the Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed beyond five (5) business days, after which consent shall be deemed given):

Effective as of the Closing, each of the Purchasers shall indemnify and hold harmless the Sellers against any Losses actually incurred or suffered by the Sellers, as a result of, arising out of or in connection with (i) any breach, or inaccuracy in any Purchasers’ Warranties as set out in Schedule E of this Agreement; (ii) and any breach or violation of, or failure to perform, any obligations to be to be performed by the Purchasers prior to the Closing under this Agreement; (iii) any act, omission, or misconduct of any Purchaser or any Group Company occurring after the Closing; (iv) any claim, demand, action, proceeding, or investigation asserted against any Seller (in their capacity as former director, officer, or shareholder of any Group Company) that arises solely from events, acts, or omissions occurring after the Closing, except to the extent that such Losses arise out of or result from the willful misconduct or gross negligence of the Sellers.

The indemnifying party/parties (the Seller(s) in Clause 9.1 and the Purchasers in Clause 9.2) shall not be liable for any claim made under Clause 9.1 or Clause 9.2 as the case may be unless the indemnified party/parties (the Purchasers in Clause 9.1 and the Seller(s) in Clause 9.2) has/have notified the indemnifying parties of such claim, specifying (in reasonably sufficient details) the matter giving rise to the claim, the nature of the claim and so far as practicable, the amount claimed, within twelve (12) months after the Closing.

Notwithstanding the generality of the foregoing, the Parties hereto agree that no indemnifying party shall be liable in respect of a claim where the matter, event or circumstance giving rise to the claim occurs, arises or is otherwise increased as a result of or as a consequence of:

each Party shall not release or disclose such information to any other Person, except its Representatives in connection with this Agreement.

Until the earlier of the Closing and termination of this Agreement, each of the Sellers and the Purchasers shall promptly notify the other in writing of:

If any “business combination,” “fair price,” “moratorium,” “control share acquisition”, “change of control” or other similar anti-takeover statute or regulation (the “Takeover Statute”) is or may become applicable to any of the Share Transfers, the Parties shall use their respective reasonable best efforts:

Notwithstanding anything to the contrary contained herein or therein, Mr. CHAN Wai Ho and CHEN Sze Hon Johnson shall remain responsible for the management and operation of GFHL, GCL, GIL and MEIL. Mr. CHAN Wai Ho and CHEN Sze Hon Johnson, jointly and severally, undertakes to ensure the business of GFHL, GCL, GIL and MEIL shall be conducted in the ordinary course of business in a manner consistent with past practice and in compliance with the applicable Law. Mr. CHAN Wai Ho and CHEN Sze Hon Johnson (collectively, the “Indemnifying Parties”) shall bear all expenses, compensation, and liabilities relating to the employment of each of GFHL, GCL, GIL and MEIL (collectively, the “Indemnified Group Companies”). The Indemnifying Parties shall, jointly and severally, indemnify, defend, and hold harmless the Purchasers, their Affiliates, and each of their respective directors, officers, employees, agents, and representatives (collectively, the “Purchaser Indemnified Parties”), from and against any and all losses, liabilities, damages, claims, demands, actions, judgments, costs, and expenses (including, without limitation, wages, bonuses, incentive payments, statutory or contractual severance, termination payments, employment service fees, benefits, insurance or statutory contributions, and any claims, demands, or proceedings) arising out of, relating to, or in connection with (i) any Undisclosed Liabilities of each of the Indemnifying Group Companies arising before the Closing, or (ii) any employment or labor matters of each of the Indemnifying Group Companies, whether arising before, on, or after the Closing. All such amounts shall be borne solely by the Indemnifying Parties on a full indemnity basis and shall be paid promptly upon demand.

Notwithstanding anything to the contrary contained herein, the Purchasers hereby agrees to the terms set forth under Schedule F of this Agreement.

The Purchasers hereby agrees that it will not during the period commencing on the Closing Date and ending on the first day of the Window (as defined in the Company’s Insider Trading Policy) for the publication of the financial results for the year ending 31 December, 2026:

Each of the Parties will be responsible for its own fees, costs and expenses incurred in connection with this Agreement, and the negotiations and discussions of this Agreement and any of the Definitive Documents.

Name: Fu Kam Holdings Limited

Address: ***

Attention: HUANG SHUFEN

Name: Easefound Investment Limited

Address: ***

Attention: FENG JINGXIN

Name: Jming International Trade Company Limited

Address: ***

Attention: WANG WENTAO

Name: Quick Cash Technology Limited

Address: ***

Attention: LIU BOWEN

Name: Xu Xiaoxi

Address: ***

Attention: XU XIAOXI

Name: Chan Wai Ho

Address: ***

Attention: CHAN WAI HO

Name: Chen Sze Hon Johnson

Address: ***

Attention: CHEN SZE HON JOHNSON

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Schedule A

MEGL Structure Chart

Schedule B

Share Transfers

Schedule C

Post-Offsetting Aggregate Purchase Price Apportionment

Schedule D

Sellers’ Warranties

As a material inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers hereby represents, warrants and undertake to the Purchasers contained in this Schedule D as of the date hereof, except to the extent such representations and warranties are specifically made as of a particular date (in which case the Sellers make the representations and warranties as of such particular date), and except as disclosed by the Sellers in the corresponding section of the written schedules provided to the Purchasers on the date hereof (the “Disclosure Schedule”).

No consent, approval or other order of, action by, filing, registration or qualification with or notification to, any relevant governmental authority, regulatory agencies (each of the foregoing, a “Governmental Approval”) or any other person is required to be obtained prior to Closing on the part of the Sellers in respect of the disposal of the Sale Shares, including but not limited to any pre-approval of the Share Transfer pursuant to the SFO.

The execution, delivery and performance by the Company of this Agreement and the Definitive Documents to which it is a party, and the consummation of the Share Transfers do not contravene or conflict with or constitute a violation of the Company’s constitutional documents or any provision of any Applicable Laws.

All material Permits required for either the Company or GCSL to conduct its respective business have been obtained by it and are valid and in full force and effect. To the Sellers’ knowledge, all fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 8 of the Disclosure Schedules lists all material Permits issued to either the Company or GCSL, including the name of the Permits and their respective dates of issuance and expiration. Each of the Company and GCSL have complied in all material respects with terms of all Permits listed on Section 8 of the Disclosure Schedules. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 8 of the Disclosure Schedule.

Since the most recent balance sheet date (the “Balance Sheet Date”), the business of the Company and GCSL have been conducted in the ordinary course of business consistent with past practice, and there have not been, with respect to the Company and GCSL, any:

The Company has timely filed all quarterly and annual reports required to be filed by it with the Securities Exchange Commission pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Reports”). The Company has delivered to each Purchaser true and complete copies of the SEC Reports, except for such exhibits and incorporated documents, and except as such Documents are available EDGAR filings on the SEC’s sec.gov website. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Reports is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Reports, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to 31 December 2025, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the Exchange Act. For the avoidance of doubt, filing of the documents required in this Section 12 via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 12.

There is no action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or the transactions contemplated by this Agreement, and neither the Company nor any of its affiliates is subject to or bound by any order, in either case that would prevent or otherwise materially interfere with the ability of the Company to consummate the transactions contemplated by this Agreement or to otherwise perform its obligations under this Agreement to which the Company is or will be a party.

Neither the Company nor GCSL has any Undisclosed Liabilities.

There are no disagreements of any kind presently existing, or reasonably anticipated by the Company or GCSL to arise, between such company and its accountants and lawyers formerly or presently employed by such company and such company is current with respect to any fees owed to its accountants and lawyers which would affect such company’s ability to perform any of its obligations under any of the transaction documents.

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Schedule E

Purchasers’ Warranties

Each of the Purchasers hereby represents, warrants and undertake to the Sellers that:-

Each of the Purchasers is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdictions in which it was formed

Neither the execution, delivery nor performance of this Agreement and/or the Definitive Documents by each of the Purchasers requires any Governmental Approval.

Schedule F

Non-reliance Letter

Each of the Purchasers hereby acknowledges and agrees, that (a) it has had the opportunity to conduct its own due diligence in connection with the Transactions, the Company and its business and the Sale Shares and (b) it, by reason of its, or its management’s, business, financial or investment experience, has the capacity to evaluate the risks (including those related to the existence of such Information) involved in the Transactions and to protect its own interests in connection with the Transaction. Subject to Section 10.7 of the Agreement, each Purchaser hereby covenants and agrees that it shall not, and shall not permit any of its Affiliates, officers, partners, employees, agents, attorneys, advisors or representatives to, initiate, maintain or prosecute any claim, demand, legal proceeding, equitable action, arbitration or other proceeding against any Seller, any Insider or any Release asserting, in whole or in part, that the failure to disclose any material non-public information (the “Undisclosed Information”) existing as of the date of this Agreement, or the possession of such Undisclosed Information by any Seller or Insider, constitutes or forms the basis of any violation of any securities laws (including Rule 10b-5 under the Securities Exchange Act of 1934), and breach of fiduciary duty, any fraud by omission, or any other tort or statutory claim based on an alleged duty to disclose such Undisclosed Information prior to the closing of the Transactions.

For the purposes of this Schedule F, “Insiders” means the Group Companies, the Sellers and their respective Representatives and employees.

For the purposes of this Schedule F, “Releases” means the Insiders, their respective current and future affiliates (including all Persons who control the Insiders within the meaning of the Securities Act), their respective officers, directors, employees, agents, attorneys, advisors and representatives and each of their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Signature Page to Share Purchase Agreement