Exhibit 10.2

DATED 1 October 2026

Between

CUPRINA HOLDINGS (BVI) LIMITED

(Company Registration No. 2133379)

AND

TAY JEVON (ZHENG ZIHONG)

(NRIC: )

AND

LIM JIE JIN, MELVYN

(NRIC: )

AND

TAY JAVIER

(NRIC: )

SALE AND PURCHASE AGREEMENT

RELATING TO SHARES IN

EAST COAST PODIATRY CENTRE PTE. LTD.

(UEN No.: 200514478N)

AND

ORCHARD CLINIC MANAGEMENT PTE. LTD.

(UEN No.: 201539971N)

LEE & LEE LLP

ADVOCATES & SOLICITORS

25 North Bridge Road

Level 7

Singapore 179104

Sale and Purchase Agreement

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 1 October 2026.

BETWEEN:

(1)

CUPRINA HOLDINGS (BVI) LIMITED (Company Registration No. 2133379), a BVI business company incorporated in the British Virgin Islands with its registered address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, being a wholly-owned subsidiary of Cuprina Cayman (“Buyer”);

(2)	TAY JEVON (ZHENG ZIHONG) (NRIC: ) of (“Jevon”);

(3)	LIM JIE JIN, MELVYN (NRIC: ) of (“Melvyn”); and

(4)	TAY JAVIER (NRIC: ) of (“Javier”),

(Jevon, Melvyn and Javier each a “Seller A” and, collectively, the “Sellers A”).

The Buyer and the Sellers A are collectively referred to as the “Parties”, and each one of them as a “Party”.

WHEREAS:

(A)

As at the date of this Agreement, East Coast Podiatry Centre Pte. Ltd. (“ECPC”), a company incorporated in Singapore, has an issued and paid-up capital of S$100,000 comprising 100,000 ordinary shares with 50,000 ordinary shares held by Jevon, 20,000 ordinary shares held by Melvyn, 10,000 ordinary shares held by Javier and 20,000 ordinary shares held by Georgina Jennifer Callaghan (“Georgina”) respectively.

(B)

As at the date of this Agreement, Orchard Clinic Management Pte. Ltd. (“OCM” and together with ECPC, each a “Target Company” and collectively the “Target Companies”), a company incorporated in Singapore, has an issued and paid-up capital of S$300,000 comprising 300,000 ordinary shares with 150,000 ordinary shares held by Jevon, 60,000 ordinary shares held by Melvyn, 30,000 ordinary shares held by Javier and 60,000 ordinary shares held by Georgina respectively.

(C)	The Buyer now intends to acquire, and the Sellers A intend to sell, the Sale Shares (as defined below) currently held by the Sellers A, upon and subject to the terms and conditions of this Agreement (“Transaction”).

THE PARTIES AGREE AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement the following words and expressions and abbreviations shall have the following meanings, unless the context otherwise requires:

“Act” means the Companies Act 1967 of Singapore;

“Audited EBITDA” means the annual earnings before interest, tax, depreciation and amortisation of the Group Companies, as audited by an independent auditor;

“Business Day” means a day other than Saturday, Sunday or any public holiday in Singapore;

“Capacity Warranties” has the meaning ascribed to it in Clause 7.1;

Sale and Purchase Agreement

“Cash Deposit” has the meaning ascribed to it in Clause 2.2(b);

“Claims” means investigations, claims, actions, demands, proceedings, judgments, awards, losses, liabilities, damages, amounts, costs, charges and expenses (including legal costs and disbursements) and taxes arising under or in respect of this Agreement;

“Closing” means the completion of the sale and purchase of the Sale Shares pursuant to Clause 5.1;

“Closing Date” means a date not later than 1 November 2026 or such other date as may be agreed between the Parties in writing;

“Confidential Information” has the meaning ascribed to it in Clause 9.1;

“Consideration” means the ECPC Consideration and OCM Consideration collectively;

“Consideration Shares” has the meaning ascribed to it in Clause 2.2(d);

“Conditions Precedent” has the meaning ascribed to it in Clause 3.1;

“Cuprina Cayman” means Cuprina Holdings (Cayman) Limited (Company Registration No. HS-403458), an exempted company incorporated in the Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY-1002, Cayman Islands and listed on the Nasdaq;

“Disclosure Letter” means the disclosure letter set out in Schedule 4 to this Agreement, delivered by the Sellers A to the Buyer on the date of this Agreement;

“Deferred Cash” shall mean collectively, Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon);

“Deferred Cash (Melvyn and Javier)” has the meaning ascribed to it in Clause 2.2(e);

“Deferred Cash (Jevon)” has the meaning ascribed to it in Clause 2.2(f);

“Deed of Undertaking” has the meaning ascribed to it in Clause 5.2(j);

“Due Diligence Investigations” means the due diligence carried out by the Buyer and/or its professional advisors on the Target Companies and their Subsidiaries (where applicable);

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

“ECPC Consideration” has the meaning ascribed to it in Clause 2.2;

“ECPC Consideration Breakdown” has the meaning ascribed to it in Clause 2.2;

“ECPC Sale Shares” means 80,000 ordinary shares in the capital of ECPC, fully paid and legally and beneficially owned by the Sellers A;

“Encumbrances” means any form of legal, equitable or security interests, including any mortgage, assignment of receivables, debenture, lien, charge, pledge, adverse claim, rent-charge, claim, option, pre-emption rights, right to acquire, security arrangement, restriction, security interest, hypothecation, right of first refusal, any preference arrangement (including title transfers and retention arrangements or otherwise) and any other encumbrance or condition whatsoever or any other arrangements having similar effect;

Sale and Purchase Agreement

“Fairly Disclosed” means fully and fairly disclosed by Sellers A to the Buyer with sufficient explanation and detail to enable the Buyer to identify the nature, scope and implications of the matters disclosed;

“Financial Statements” means the unaudited financial statements of the Group Companies, in respect of (a) ECPC, OCM, Standard Medical Pte. Ltd., and Tier 1 Pte. Ltd., for the 12-month periods ended on the Financial Statements Dates (as applicable); and (b) East Coast Podiatry Sdn. Bhd., for the 6-month period ended on the Financial Statements Date (as applicable);

“Financial Statements Dates” means:

(a)

in relation to the Financial Statements of ECPC:

(i)

30 June 2020;

(ii)

30 June 2021;

(iii)

30 June 2022;

(iv)

30 June 2023; and

(v)

30 June 2024;

(b)

in relation to the Financial Statements of OCM:

	(i)	31 December 2020;

	(ii)	31 December 2021;

	(iii)	31 December 2022;

	(iv)	31 December 2023; and

	(v)	31 December 2024;

(c)

in relation to the Financial Statements of Standard Medical Pte. Ltd., 31 December 2024;

(d)

in relation to the Financial Statements of Tier 1 Pte. Ltd., 31 December 2024; and

(e)

in relation to the Financial Statements of East Coast Podiatry Sdn. Bhd., 31 December 2024.

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

“Group” means the Group Companies, taken as a whole;

“Group Companies” means the Target Companies, their Subsidiaries (where applicable) and the Operating Companies, and “Group Company” shall mean any one of them;

“Initial Cash” has the meaning ascribed to it in Clause 2.2(c);

“Intellectual Property” means all intellectual property rights (whether registered or unregistered) including all patents, trade and other marks, designs, copyrights, trade and business names, inventions, discoveries, improvements, techniques, computer programs, other confidential processes and information, trade secrets, know-how, internet domain names and other internet locators referenced via any specific uniform resource locator and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;

Sale and Purchase Agreement

“Intellectual Property Rights” means the full rights and benefits of all Intellectual Property and any licences in connection with any of the same including any applications for registration and any renewals or extensions thereof and in each case, the goodwill attaching thereto and legal protection relating to the same (including rights to sue for passing off or for unfair competition and any rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which subsist anywhere in the world) and in every case (unless the context otherwise requires) of or belonging to any Group Company;

“Losses” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands, including all special, consequential and indirect losses;

“Letter Agreement” has the meaning ascribed to it in Clause 2.2(a);

“Lock-in Obligations” has the meaning ascribed to it in Clause 2.2(e);

“Lock-Up Agreement” has the meaning ascribed to it in Clause 5.2(k);

“Long Stop Date” means 1 December 2026, or such other date as the Parties may agree in writing;

“Management Accounts” means the unaudited management accounts relating to each Group Company for the following periods:

(a)

in relation to ECPC, 1 July 2024 to 31 December 2025;

(b)

in relation to OCM, 1 January 2025 to 31 December 2025;

(c)

in relation to Standard Medical Pte. Ltd., 1 January 2025 to 31 December 2025; and

(d)

in relation to Tier 1 Pte. Ltd., 1 January 2025 to 31 December 2025; and

(e)

in relation to East Coast Podiatry Sdn. Bhd., 1 January 2025 to 31 December 2025;

“Material Adverse Change” means a decrease of at least 10% of the Audited EBITDA of the Group Companies;

“Nasdaq” means the National Association of Securities Dealers Automated Quotations;

“OCM” has the meaning ascribed to it in Recital (B);

“OCM Consideration” has the meaning ascribed to it in Clause 2.3;

“OCM Consideration Breakdown” has the meaning ascribed to it in Clause 2.3;

“OCM Sale Shares” means 240,000 ordinary shares in the capital of OCM, fully paid and legally and beneficially owned by the Sellers A;

“Operating Companies” means (i) Standard Medical Pte. Ltd. (UEN No. 202303811H), a company incorporated in Singapore with its registered address at 1090 Lower Delta Road, #06-05, Singapore 169201, with a business activity in wholesale of medical, professional, scientific and precision equipment; (ii) Tier 1 Pte. Ltd. (UEN No. 202305192M), a company incorporated in Singapore with its registered address at 1090 Lower Delta Road, #06-05, Singapore 169201, with a business activity in other holding companies; and (iii) East Coast Podiatry Sdn. Bhd. (Malaysia) (Company Registration No.: 202401023233 (1569082-A)), a company incorporated in Malaysia with its registered address at No. 40-02, Jalan Austin Heights 8/4, Taman Mount Austin, 81100 Johor Bahru, Johor, Malaysia, with a business activity in provision of podiatry and other general medical services.

Sale and Purchase Agreement

“Put and Call Option Deed” has the meaning ascribed to it in Clause 5.2(l);

“Refundable Commitment Deposit” has the meaning ascribed to it in Clause 2.2(a);

“Relevant Management Accounts Date” means 31 December 2025;

“SEC” has the meaning ascribed to it in Clause 3.1(a);

“Seller A Outstanding Sum” has the meaning ascribed to it in Clause 5.2(j);

“Sellers A Warranties” has the meaning ascribed to it in Clause 7.2;

“Shareholders” means the current shareholder(s) of each Target Company;

“Sale Shares” means the ECPC Sale Shares and OCM Sale Shares collectively;

“SMC” has the meaning ascribed to it in Clause 17.2;

“Subsidiaries” means the entities listed in Part 1 of Schedule 2, and “Subsidiary” means any one of them;

“Surviving Clauses” means Clauses 1, 2.2(e), 2.2(f), 2.2(f)(iii), 2.5, 2.6, 3.3, 3.4, 3.5, 8 to 19 and any other provision expressed to survive the termination of this Agreement or which by its nature or context is contemplated to survive the termination of this Agreement;

“S$”, “SGD” or “Singapore Dollar” means the lawful currency of Singapore;

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

“Third Parties” has the meaning ascribed to it in Clause 9.2(d);

“Transaction” has the meaning ascribed to it in Recital (C);

“USD” means the lawful currency of the United States of America; and

“Warranties” means the Capacity Warranties and/or the Sellers A Warranties.

1.2	In this Agreement, including the recitals:

(a)

a reference to a recital, clause, sub-clause or paragraph is a reference to a recital, clause, sub-clause or paragraph of this Agreement;

(b)

words in the singular include the plural and vice versa;

(c)

a reference to any gender includes a reference to all genders;

(d)

a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or to such person’s executors or administrator;

(e)

reference to any agreement or document (including but not limited to this Agreement) includes a reference to such agreement or document as from time to time modified or varied in any manner or respect whatsoever and any other instruments or documents from time to time issued or executed supplemental thereto, in addition thereto or in substitution thereof whether before or after the date of this Agreement; and

Sale and Purchase Agreement

(f)

references to any law, statute or statutory provision shall be construed as references to such law, statute or statutory provision (as the case may be) as may be amended, revised or re-enacted from time to time.

2.	AGREEMENT TO SELL THE SHARES

2.1	Sale of the Sale Shares

Upon the terms and subject to the conditions of this Agreement, the Sellers A agree to sell the Sale Shares, and the Buyer agrees to purchase the Sale Shares free from Encumbrances and together with all rights and benefits attaching to them as at the Closing Date.

2.2	ECPC Consideration for the ECPC Sale Shares

The total consideration for the sale and purchase of the ECPC Sale Shares pursuant to Clause 2.1 (“ECPC Consideration”) comprises the Refundable Commitment Deposit, the Cash Deposit, the Initial Cash, the Consideration Shares and the Deferred Cash (comprising Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon)) (which are subject to the fulfilment by Sellers A of the Lock-In Obligations (as defined below), compliance by Sellers A with their respective Lock-Up Agreements and their Deeds of Undertaking, and further subject to Clauses 3.3 and 3.4 of this Agreement), to be paid to the Sellers A in the following manner:

(a)

Refundable Commitment Deposit. Pursuant to the letter agreement (refundable commitment deposit) entered into between the Buyer and Sellers A on 18 March 2026 (the “Letter Agreement”), the Buyer has paid to the Sellers A on 24 March 2026 the sum amounting to S$200,000 (the “Refundable Commitment Deposit”).

(i)

With effect from the date of this Agreement and in consideration of the obligations of the Parties to each other under this Agreement, the Parties hereby agree that the Letter Agreement shall terminate and cease to have any further force or effect (but without prejudice to any accrued rights or remedies of the Parties thereunder up to the date of this Agreement), and shall be superseded by this Agreement without any further action on the part of any of the Parties.

(ii)

The Refundable Commitment Deposit paid by the Buyer to Sellers A on 24 March 2026 shall, upon the occurrence of any of the events set out in Clause 2.5(a)(i) to Clause 2.5(a)(xiv), be refundable in accordance with Clause 2.5 below.

(b)

Cash Deposit. The Buyer shall pay to the Sellers A upon execution of this Agreement S$200,000 (“Cash Deposit”) by wire transfer in immediately available funds to the Sellers A in accordance with Clause 2.4(a).

(c)

Initial Cash. The Buyer shall pay to the Sellers A upon Closing S$800,000 (“Initial Cash”) by wire transfer in immediately available funds to the Sellers A in accordance with Clause 2.4(a).

(d)

Consideration Shares. The Buyer shall pay to the Sellers A upon Closing S$800,000, to be satisfied by the issue and allotment of 241,337 Class A ordinary shares in Cuprina Cayman in accordance with Clause 2.4(b) (“Consideration Shares”).

Sale and Purchase Agreement

(e)

Deferred Cash (Melvyn and Javier). Subject to compliance by Melvyn and Javier to their lock-in periods in their respective employment agreements (“Lock-In Obligations”) and further subject to compliance by Melvyn and Javier with their respective Deeds of Undertaking and the Lock-Up Agreements, the Buyer shall pay to Melvyn and Javier no later than fourteen (14) days after receiving funds from the first successfully completed fundraising activities by Cuprina Cayman (being the date which Cuprina Cayman receives said funds from its fundraising activities) or the Closing Date, whichever is earlier, S$450,000 (“Deferred Cash (Melvyn and Javier)”) by wire transfer in immediately available funds to Melvyn and Javier in accordance with Clause 2.4(a).

(i)

In the event that, prior to the payment of the Deferred Cash (Melvyn and Javier), any of Melvyn and/or Javier breaches or otherwise fails to comply with their lock-in periods in their respective employment agreements (being their Lock-In Obligations), or breaches or otherwise fails to comply with their Lock-Up Agreements, the respective Party in breach, being any of Melvyn and/or Javier, shall irrevocably forfeit their entitlement to any and all of their respective Deferred Cash (Melvyn and Javier) that would otherwise have become due and payable to him under this Clause 2.2(e), and the respective Party in breach, being Melvyn and/or Javier hereby agree that the Buyer shall have no obligation to make any payment for such Deferred Cash (Melvyn and Javier) payment. For the avoidance of doubt, only the Party in breach is required to forfeit his entitlement to his portion of the Deferred Cash (Melvyn and Javier).

(ii)

In the event that any of Melvyn and/or Javier fails to pay their Seller A Outstanding Sums in full within two (2) years from the date of this Agreement pursuant to their respective Deeds of Undertaking, the respective Party in breach, being any of Melvyn and/or Javier, shall irrevocably forfeit their entitlement to any and all of their respective Deferred Cash (Melvyn and Javier) that would otherwise have become due and payable to him under this Clause 2.2(e), and shall refund to the Buyer or its nominee an amount equal to the Seller A Outstanding Sums then outstanding to the bank account of the Buyer’s nominee as set out in Clause 2.2(e)(iii) below (or in such other manner specified by the Buyer). For the avoidance of doubt, only the Party in breach is required to forfeit his entitlement to his portion of the Deferred Cash (Melvyn and Javier) and refund such Seller A Outstanding Sums.

(iii)

In the event that, after the Buyer has paid the Deferred Cash (Melvyn and Javier) to Melvyn and/or Javier, any of Melvyn and/or Javier, breaches or otherwise fails to comply with their lock-in periods in their respective employment agreements (being their Lock-In Obligations), or breaches or otherwise fails to comply with any term in their Lock-Up Agreements, or any such breach or non-compliance is discovered after such payment, the respective Party in breach, being any of Melvyn and/or Javier (as applicable) shall within fourteen (14) days of such breach or failure or notification from the Buyer or its nominee (whichever is earlier), refund and pay their portion of the Deferred Cash (Melvyn and Javier) to the Buyer or its nominee by way of telegraphic transfer to the following bank account of the Buyer’s nominee (or in such other manner specified by the Buyer):

	Bank:
	Account name:
	Account number:
	SWIFT CODE:
	Address:

Sale and Purchase Agreement

For the avoidance of doubt, only the Party in breach is required to refund and make payment of his portion of his Deferred Cash (Melvyn and Javier) to the Buyer. This obligation to refund and make payment of the Deferred Cash (Melvyn and Javier) is in addition to and separate from Melvyn and Javier’s respective obligation to repay, refund or make payment for the Outstanding Sums under Clause 2.2(e)(ii) above.

(iv)

Provided that any of Melvyn and/or Javier is not otherwise in breach of any of his representations, warranties, undertakings, covenants or indemnities under this Agreement, Clauses 2.2(e)(i) and (iii) above shall not apply in the event that the employment of any of Melvyn and/or Javier (as applicable) is terminated by the Buyer in accordance with Clause 11(A) of the relevant employment agreement, or terminated as a result of any restructuring of the business or operations of the Group that is initiated by the Buyer and not attributable to any act or omission of any Seller A.

(f)

Deferred Cash (Jevon). Subject to compliance by Jevon to (A) his lock-in period in his employment agreement (being his Lock-In Obligations); and (B) his Lock-Up Agreement, and provided that Jevon has paid all Seller A Outstanding Sums in full owed by him to the Target Companies pursuant to his Deed of Undertaking, the Buyer shall pay to Jevon no later than fourteen (14) days after the second anniversary of the Closing Date, S$750,000 (“Deferred Cash (Jevon)”) by wire transfer in immediately available funds to Jevon in accordance with Clause 2.4(a).

(i)

In the event that, prior to the payment of the Deferred Cash (Jevon) by the Buyer to Jevon, Jevon breaches or otherwise fails to comply with his lock-in period in his employment agreement (being his Lock-In Obligations), or breaches or otherwise fails to comply with any term in his Lock-Up Agreement prior to the payment of the Deferred Cash (Jevon), Jevon shall irrevocably forfeit his entitlement to any and all of his Deferred Cash (Jevon) that would otherwise have become due and payable to him under this Clause 2.2(f), and Jevon hereby agrees that the Buyer shall have no obligation to make any payment for such Deferred Cash (Jevon) payment.

(ii)

In the event that, prior to the payment of the Deferred Cash (Jevon) by the Buyer to Jevon, Jevon breaches or otherwise fails to pay his Seller A Outstanding Sums in full within two (2) years from the date of this Agreement pursuant to his Deed of Undertaking, the Deferred Cash (Jevon) payable to Jevon shall be reduced by an amount equal to the Seller A Outstanding Sums then outstanding (“Reduced Deferred Cash (Jevon)”), and Jevon hereby agrees that the Buyer shall have no obligation to make any payment in excess of such Reduced Deferred Cash (Jevon). Such reduction by the Buyer of the Deferred Cash (Jevon) shall constitute full and final satisfaction of Jevon’s portion of the Seller A Outstanding Sums, provided that Jevon’s portion of the Seller A Outstanding Sums does not exceed such amount reduced. In the event that Jevon’s portion of the Seller A Outstanding Sums exceed the amount available for reduction or the amount refunded and/or paid under this Clause 2.2(f)(ii), Jevon shall pay the balance of his portion of the Seller A Outstanding Sums in accordance with the instructions of the Buyer to either the Buyer, its nominee or the relevant Target Company(ies) and/or Group Company(ies) (as applicable).

Sale and Purchase Agreement

(iii)

In the event that, after the Buyer has paid the Deferred Cash (Jevon) to Jevon, Jevon fails to comply with his lock-in period in his employment agreement (being his Lock-In Obligations), or breaches any term in his Lock-Up Agreement, or any such breach or non-compliance is discovered after such payment, Jevon shall within fourteen (14) days of such breach or notification from the Buyer or its nominee (whichever is earlier), refund and make payment of the Deferred Cash (Jevon) to the Buyer or its nominee by way of telegraphic transfer to the following bank account of the Buyer’s nominee (or in such other manner specified by the Buyer):

	Bank:
	Account name:
	Account number:
	SWIFT CODE:
	Address:

(iv)

In the event that, after the Buyer has paid the Deferred Cash (Jevon) to Jevon, Jevon fails to pay his Seller A Outstanding Sums in full pursuant to his Deed of Undertaking within two (2) years from the date of this Agreement, or any such failure is discovered after such payment of Deferred Cash (Jevon), Jevon shall within fourteen (14) days of such failure or notification from the Buyer or its nominee (whichever is earlier), refund and make payment of an amount equal to his Seller A Outstanding Sums then outstanding to the Buyer or its nominee by way of telegraphic transfer to the bank account of the Buyer’s nominee as set out in Clause 2.2(f)(iii) above (or in such other manner specified by the Buyer).

(v)

Provided that Jevon is not otherwise in breach of any of his representations, warranties, undertakings, covenants or indemnities under this Agreement, sub-clauses (i) and (iii) above shall not apply, in the event that the employment of Jevon is terminated by the Buyer in accordance with Clause 11(A) of the relevant employment agreement, or terminated as a result of any restructuring of the business or operations of the Group that is initiated by the Buyer and not attributable to any act or omission of any Seller A.

The breakdown of the ECPC Consideration in respect of each Seller A (“ECPC Consideration Breakdown”) is as follows:

Component

Jevon

Melvyn

Javier

Total

Refundable Commitment Deposit

125,000

50,000

25,000

200,000

Cash Deposit

125,000

50,000

25,000

200,000

Initial Cash

500,000

200,000

100,000

800,000

Consideration Shares

500,000

(value of the

Consideration Shares)

200,000

(value of the

Consideration Shares)

100,000

(value of the

Consideration Shares)

800,000

(value of the

Consideration Shares)

Deferred Cash (Melvyn and Javier)

300,000

150,000

450,000

Deferred Cash (Jevon)

750,000

Sale and Purchase Agreement

2.3	OCM Consideration for the OCM Sale Shares

The total consideration for the sale and purchase of the OCM Sale Shares pursuant to Clause 2.1 (“OCM Consideration”) shall be the nominal sum of S$8 to be paid to the Sellers A. The Buyer shall pay to the Sellers A upon Closing the OCM Consideration by wire transfer in immediately available funds to the Sellers A in accordance with Clause 2.4(a).

The breakdown of the OCM Consideration in respect of each Seller A (“OCM Consideration Breakdown”) is as follows:

Component

Jevon

Melvyn

Javier

Total

OCM Consideration

2.4	Payment of Consideration.

(a)

The payment of the Cash Deposit, the Initial Cash, the OCM Consideration and, the Deferred Cash (comprising Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon), which are subject to the compliance by Sellers A to the Lock-In Obligations, the Deeds of Undertaking, and the Lock Up Agreements and further subject to Clauses 2.2(e), 2.2(f), 3.3 and 3.4) by the Buyer to each Seller A in accordance with the ECPC Consideration Breakdown and OCM Consideration Breakdown shall be made by way of telegraphic transfer to the following bank accounts of each Seller A at the timings stipulated in Clause 2.2(b), 2.2(c), 2.3 and 2.2(e) and 2.2(f) respectively (or in such other manner as the Parties may mutually agree):

Seller A		Bank Account Details
Jevon		Bank: Account name: Account number: SWIFT CODE: Address:

Melvyn		Bank: Account name: Account number: SWIFT CODE: Address:

Javier		Bank: Account name: Account number: SWIFT CODE: Address:

Sale and Purchase Agreement

(b)

The Consideration Shares shall be credited and issued to each of Sellers A by Cuprina Cayman’s transfer agent within fourteen (14) days after the Closing Date (or in such other manner as the Parties may mutually agree).

2.5	Refund of Refundable Commitment Deposit and Cash Deposit.

(a)

The Refundable Commitment Deposit and Cash Deposit shall be refunded by the Sellers A to the Buyer in accordance with Clause 2.5(b) below if any of the following events occurs:

(i)

this Agreement lapses or is terminated between signing of this Agreement by the Parties and Closing;

(ii)

any of the Conditions Precedent are not fulfilled on or before the Long Stop Date and such non-fulfilment is not waived by the Buyer;

(iii)

any of the Capacity Warranties and/or Sellers A Warranties are not fulfilled on or before the Long Stop Date;

(iv)

any fraud and/or misrepresentation on any of the Sellers A’s part;

(v)

any Seller A breaches or otherwise fails to fulfil his Lock-In Obligations;

(vi)

any Seller A breaches any of his pre-Closing undertakings or covenants under this Agreement;

(vii)

a Material Adverse Change occurs prior to Closing;

(viii)

any Seller A breaches any of his representations, warranties, undertakings, covenants or indemnities under this Agreement;

(ix)

any Seller A fails to deliver any Closing deliverables required under Clause 5.2;

(x)

any Seller A fails to repay his Seller A Outstanding Sums in full pursuant to his Deed of Undertaking;

(xi)

any Seller A becomes bankrupt or insolvent prior to Closing;

(xii)

any Seller A elects not to proceed with the transactions, including but not limited to Closing, under this Agreement;

(xiii)

this Agreement lapses or is terminated prior to Closing for any reason other than a material breach by the Buyer; or

(xiv)

this Agreement is terminated by the Buyer due to any default by any Seller A.

Sale and Purchase Agreement

(b)

Upon the occurrence of any of the events set out in Clause 2.5(a) above, the Sellers A shall within five (5) Business Days of such event, refund and transfer the Refundable Commitment Deposit and Cash Deposit to the Buyer or its nominee by way of telegraphic transfer to the following bank account of the Buyer’s nominee (or in such other manner as the Parties may mutually agree):

	Bank:

	Account name:

	Account number:

	SWIFT CODE:

	Address:

(c)

The Refundable Commitment Deposit and the Cash Deposit shall be refunded and paid to the Buyer free from any deduction, withholding, counterclaim or set-off.

2.6	Clause 2.5 shall survive the termination of this Agreement.

2.7	The Sellers A shall sell the Sale Shares to the Buyer free from Encumbrances and together with all rights and benefits attaching to them as at Closing.

2.8

The Sellers A hereby waive any and all of their rights of pre-emption and/or other rights conferred by the constitution of each Target Company or any shareholders’ agreement relating to each Target Company or otherwise in relation to the sale of the Sale Shares, and consent to the sale of such Sale Shares to the Buyer under this Agreement.

3.	CONDITIONS PRECEDENT

3.1

The obligations of the Parties to complete the sale and purchase of the Sale Shares are conditional upon, and Closing shall not take place until, all of the following conditions precedent have been fulfilled or waived (as the case may be) (collectively, the “Conditions Precedent” and each a “Condition Precedent”):

(a)

the Buyer receiving the approval of the United States Securities and Exchange Commission (“SEC”) in respect of the Transaction and obtaining the listing and quotation of the Consideration Shares on Nasdaq;

(b)

the Buyer being satisfied in its absolute discretion that there has been no Material Adverse Change, or events, acts or omissions likely to lead to a Material Adverse Change, in the business, condition (financial or otherwise), assets, prospects, performance, financial position, results or operations of any Group Company between the date of this Agreement and the Closing Date;

(c)

there is no breach by the Sellers A of their representations, warranties, undertakings, covenants and indemnities set out in this Agreement;

(d)

each of the representations, warranties and undertakings given by the Sellers A remaining true and not misleading in any respect at Closing, as if repeated on the Closing Date, and at all times between the date of this Agreement and the Closing Date, unless otherwise expressly stated in this Agreement; and

Sale and Purchase Agreement

(e)

the completion of the transfer by Sellers A to ECPC of all of the issued shares of the Operating Companies on terms satisfactory to the Buyer, such that the Operating Companies are free from material liabilities not disclosed to the Buyer, and are in good standing under applicable laws.

3.2	The Buyer may, at its sole discretion, waive any of the foregoing Conditions Precedent in whole or in part.

3.3

If any of the Conditions Precedent, Capacity Warranties, and/or Sellers A Warranties are not fulfilled on or before the Long Stop Date and such non-fulfilment is not waived by the Buyer, or should any fraud and/or misrepresentation on any of the Sellers A’s part be discovered, this Agreement shall ipso facto cease and determine, and the Buyer shall be entitled to (A) refund of the Cash Deposit and Refundable Commitment Deposit to be paid by the Sellers A to the Buyer in accordance with Clause 2.5; (B) refund of the Initial Cash to be paid by the Sellers A to the Buyer in accordance with Clause 3.4 below; (C) the return and transfer of all the Consideration Shares by the Sellers A to the Buyer or its nominee within five (5) Business Days of such cessation and determination of this Agreement (i) in accordance with Clause 3.4 below or (ii) pursuant to the terms as set out in the Put and Call Option Deed and with the instructions to be provided by the Buyer or its nominee; and (D) recover in full the Deferred Cash (comprising Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon)) (if applicable) in accordance with Clause 3.4 below. Upon the cessation or determination of this Agreement in accordance with this Clause 3.3, the Parties shall be released and discharged from their respective obligations under this Agreement, other than the Surviving Clauses, and no Party shall have any claim against the other Parties for costs, damages, compensation or otherwise under this Agreement, save for (I) any claim by any Party against the other Parties in respect of any antecedent breach of this Agreement; or (II) any claim made in respect of non-payment of any of the amounts in full by the Sellers A to Buyer as set out in Clause 2.5, Clause 2.6 and Clause 3.4.

3.4

Upon the cessation and determination of this Agreement in accordance with Clause 3.3, in addition to and separate from the refund of the Refundable Commitment Deposit and Cash Deposit to be paid by the Sellers A to the Buyer in accordance with Clause 2.5, the Buyer shall be entitled to recover in full the Initial Cash, the Consideration Shares, the Deferred Cash (Melvyn and Javier) and the Deferred Cash (Jevon) (if applicable) from the Sellers A, where:

(i)

if any of the events set out in Clause 3.3 occurs after the Buyer has paid both the Deferred Cash (Melvyn and Javier) and the Deferred Cash (Jevon) to the Sellers A, the Sellers A shall within fourteen (14) days of the occurrence of such breach or failure or any other event set out in Clause 3.3, (A) refund the Initial Cash and the Deferred Cash (Melvyn and Javier) and the Deferred Cash (Jevon) to the Buyer or its nominee by way of telegraphic transfer to the following bank account of the Buyer’s nominee (or in such other manner specified by the Buyer); and (B) return and transfer all of the Consideration Shares to the Buyer or its nominee in accordance with the instructions to be provided by the Buyer or its nominee.

	Bank:

	Account name:

	Account number:

	SWIFT CODE:

	Address:

Sale and Purchase Agreement

(ii)

if any of the events set out in Clause 3.3 occurs prior to the payment of both the Deferred Cash (Melvyn and Javier) and the Deferred Cash (Jevon) to the Sellers A, the Sellers A irrevocably forfeit their entitlement to any and all Deferred Cash (comprising Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon)) that would otherwise have become due and payable under Clause 2.2, and Sellers A hereby agree that the Buyer shall have no obligation to make any payment for such Deferred Cash. The Sellers A shall within fourteen (14) days of the occurrence of such breach or failure or any other event set out in Clause 3.3, (A) refund the Initial Cash to the Buyer or its nominee by way of telegraphic transfer to the bank account of the Buyer’s nominee as set out in Clause 3.4(i) above (or in such other manner specified by the Buyer); and (B) return and transfer all of the Consideration Shares to the Buyer or its nominee in accordance with the instructions to be provided by the Buyer or its nominee.

(iii)

if any of the events set out in Clause 3.3 occurs after the Buyer has paid the Deferred Cash (Melvyn and Javier) but prior to the payment of the Deferred Cash (Jevon) to the Sellers A, the Sellers A shall within fourteen (14) days of the occurrence of such breach or failure or any other event set out in Clause 3.3, (A) refund the Initial Cash and the Deferred Cash (Melvyn and Javier) to the Buyer or its nominee by way of telegraphic transfer to the bank account of the Buyer’s nominee as set out in Clause 3.4(i) above (or in such other manner specified by the Buyer); (B) Sellers A irrevocably forfeit their entitlement to any and all Deferred Cash (Jevon) that would otherwise have become due and payable under Clause 2.2(f), and Sellers A hereby agree that the Buyer shall have no obligation to make any payment for such Deferred Cash (Jevon); and (C) return and transfer all of the Consideration Shares to the Buyer or its nominee in accordance with the instructions to be provided by the Buyer or its nominee.

3.5	Clauses 3.3 and 3.4 shall survive the termination of this Agreement.

3.6	The Sellers A hereby undertake to use their best endeavours to ensure that the Conditions Precedent as applicable to Sellers A set out above are fulfilled as soon as reasonably practicable and in any event, by the Long Stop Date.

4.	PRE-CLOSING

4.1	Undertakings

The Sellers A shall procure that, during the period from the date of this Agreement to Closing, except as expressly and specifically permitted by this Agreement or with the prior written consent of the Buyer (such consent not to be unreasonably withheld):

(a)

the business of each Target Company is conducted in the ordinary and proper course in substantially the same manner as previously conducted, and the Group Companies will not conduct any business other than the business which it conducts as at the date hereof or otherwise change the nature or scope of its business;

(b)

save for the completion of the transfer by Sellers A to ECPC of all of the issued shares of the Operating Companies in accordance with Clause 3.1(e), each Group Company will not undertake, implement, effect, authorise or propose any reconstruction, reorganisation, amalgamation, consolidation, merger or other similar transaction or arrangement;

Sale and Purchase Agreement

(c)

each Group Company will not allot, issue, convert, consolidate, subdivide, reduce, redeem, purchase, acquire or otherwise alter any shares or other securities or debentures of such Group Company or its issued or paid-up share capital;

(d)

each Group Company will not issue, grant or enter into any option, warrant, instrument, securities, right or obligation pursuant to which, or upon the exercise of which, any shares or other securities or debentures of any Group Company will or may be allotted, issued, acquired, sold or transferred;

(e)

each Group Company will not amend, supplement, replace or restate its constitution;

(f)

each Group Company will not sell, transfer, lease, assign or otherwise dispose of the whole or any part of its business, assets, properties or undertakings (or any interest therein) or contract or agree to do so, other than in the ordinary course of business;

(g)

each Group Company shall not create or permit to arise or subsist any Encumbrance over the whole or any part of its business, assets, properties or undertakings (or any interest therein) or contract or agree to do so, other than in the ordinary course of business;

(h)

each Group Company will not incur any indebtedness for borrowed money, except pursuant to and within the limits of its banking facilities existing as at the date hereof as disclosed in writing to the Buyer on or prior to the date hereof;

(i)

each Group Company will not incur any other indebtedness, except for such indebtedness incurred in the ordinary course of its business and consistent with past practice;

(j)

each Group Company will not provide any guarantee or indemnity for, or otherwise secure, or undertake any obligations in respect of, the liabilities of any third party (including any of the Sellers A);

(k)

each Group Company will not make any loans or advances or provide credit to any third party other than in the ordinary course of business;

(l)

each Group Company will not make any capital expenditure or capital commitment, exceeding S$100,000 per item and S$400,000 in aggregate, in each case exclusive of goods and services tax or equivalent tax;

(m)

each Group Company will not do, permit or procure any act or omission which would or would reasonably be expected to result in: (a) the winding up, liquidation or dissolution of any Group Company; (b) its bankruptcy or insolvency or it being declared or adjudicated bankrupt or insolvent; (c) the appointment of a liquidator, provisional liquidator, receiver and/or manager, judicial manager, provisional judicial manager, administrator, trustee or other similar officer over it or any part of its business, assets, properties or undertakings; or (d) any composition or arrangement for the benefit of its creditors generally;

(n)

each Group Company will not approve, declare or pay any dividends or other distributions (whether in cash or in specie and whether interim or final);

(o)

each Group Company will not make any payment whether in cash or in kind to any of the Sellers A or any of their affiliates;

Sale and Purchase Agreement

(p)

each Group Company will not make any acquisition or any other investment in any other entity or any business, assets, properties or undertakings of any entity;

(q)

each Group Company will not incorporate any subsidiary or permit the disposal or dilution of its interest, directly or indirectly, in any subsidiary or acquire or dispose of any shares in any company;

(r)

each Group Company will not hire or terminate the employment of any director or any of its employees, or make, amend or terminate any agreement or other arrangement (including as to remuneration) relating to the employment of any director or any of its employees;

(s)

other than in the ordinary course of business, each Group Company will not make, amend or terminate any long-term, unusual, onerous or material contract (long-term meaning a contract under which the obligations of any party thereto may remain outstanding for more than six (6) months);

(t)

each Group Company will not: (a) waive or compromise any material claim it has or may have against any person; or (b) commence or settle any legal proceedings.

4.2	Notification of Breach

Each of the Sellers A further undertakes with the Buyer that he will immediately disclose in writing to the Buyer any breach of any provision of Clause 4.1 or any circumstances that have arisen that would or would reasonably be expected to result in a breach of any provision of Clause 4.1.

CLOSING

5.1	Subject to the fulfilment of the Conditions Precedent, Closing shall take place at the office of the Company or at such other place as the Sellers A and Buyer may mutually agree in writing, on the Closing Date.

5.2	On Closing Date:

(a)

the Buyer shall, in respect of the Sale Shares, make payment of the Initial Cash and OCM Consideration in accordance with Clause 2.2(c) and Clause 2.3 respectively and issue the Consideration Shares in accordance with Clause 2.2(d);

(b)

the Buyer shall deliver to the Sellers A a copy of the written resolutions passed by the board of directors of the Buyer, under which the board of Directors of the Buyer shall have approved the Transaction;

(c)

the Buyer shall, subject to the approval of the nomination committee of Cuprina Cayman and the consent of the Buyer, appoint one (1) representative nominated by the Sellers A to the board of directors of Cuprina Cayman, subject to the eligibility of the representative for appointment being approved by the nomination committee of Cuprina Cayman and such other regulatory requirements;

(d)

the Sellers A shall, in respect of the Sale Shares, deliver to the Buyer a copy of the written resolutions passed by the board of directors of each Target Company, under which the board of directors of each Target Company shall have:

(i)

approved the transfer of the relevant Sale Shares from the Sellers A to the Buyer;

Sale and Purchase Agreement

(ii)

approved the appointment of such persons as the Buyer may nominate as director of each Target Company or any Group Company not less than two (2) Business Days prior to Closing;

(iii)

authorised the registration of the Buyer as the holder of the Sale Shares in each Target Company’s electronic register of members;

(iv)

approved and authorised the execution and delivery to the Buyer of share certificates for the Sale Shares pursuant to the terms of this Agreement;

(v)

authorised the cancellation of the old share certificate(s) held by the Sellers A in respect of the Sale Shares, and authorised the issue of new share certificate(s) in respect of the Sale Shares in favour of the Buyer; and

(vi)

passed such other resolutions as may be required to carry out the transfer of the Sale Shares from the Sellers A to the Buyer under this Agreement;

(e)

the Sellers A shall, in respect of the Sale Shares, deliver to the Buyer a copy of the written resolutions passed by the shareholders of each Target Company, under which the shareholders of each Target Company shall have:

(i)

approved the transfer of the Sale Shares from the Sellers A to the Buyer;

(ii)

authorised the registration of the Buyer as the holder of the Sale Shares in the Target Company’s electronic register of members;

(iii)

approved and authorised the execution and delivery to the Buyer of a share certificate for the Sale Shares pursuant to the terms of this Agreement;

(iv)

(v)

waived all pre-emption rights and other rights of first refusal or similar rights, pursuant to the Target Company’s constitution, any shareholders’ agreement relating to the Target Company or otherwise in respect of the transfer of the Sale Shares;

(vi)

passed such other resolutions as may be required to carry out the transfer of the Sale Shares from the Sellers A to the Buyer under this Agreement.

(f)

the Sellers A shall deliver to the Buyer the share transfer form, duly executed by the Sellers A in favour of the Buyer relating to the Sale Shares transferred by the Sellers A;

(g)

the Sellers A shall deliver to the Buyer the share certificate(s) evidencing the Sellers A as holding title to the Sale Shares;

(h)

the Sellers A shall deliver to the Buyer the executed employment agreements between each Seller A and Cuprina Cayman, in the form approved by the Buyer, which includes, among others, the terms of the Lock-In Obligations to be undertaken by each Seller A;

Sale and Purchase Agreement

(i)

the Sellers A shall:

(i)

procure that the financial year end of ECPC be changed from 30 June to 31 December of every year commencing with the financial year ending 30 June 2026, and such change has been validly approved by the board of directors of ECPC and filed by ECPC with the Accounting and Corporate Regulatory Authority in accordance with all applicable laws and regulations;

(ii)

deliver to the Buyer (A) such filing by ECPC with the Accounting and Corporate Regulatory Authority; and (B) a copy of the written resolutions passed by the board of directors of ECPC approving such change in financial year end;

(j)

each Seller A shall deliver to the Buyer an executed deed of undertaking, in the form approved by the Buyer (each a “Deed of Undertaking”), pursuant to which such Seller A irrevocably undertakes to the Buyer and the relevant Group Company(ies) that he will repay all Seller A Outstanding Sums owed or owing by him to all relevant Group Company(ies) (each such outstanding sum being a “Seller A Outstanding Sum”) within two (2) years from the date of this Agreement, failing which such Seller A Outstanding Sum shall be dealt with in accordance with Clauses 2.2(e) and 2.2(f) (as applicable) and in accordance with the applicable Deeds of Undertaking. For the avoidance of doubt, the Seller A Outstanding Sums are as follows:

Target Company	Amount owed by Jevon		Amount owed by Melvyn		Amount owed by Javier
ECPC	S$	400,000		-		-
OCM	S$	408,670	S$	104,000	S$	52,000
Standard Medical		-	S$	74,980	S$	25,000

(k)

the Sellers A shall deliver to the Buyer the executed and dated lock-up agreement, pursuant to which each Seller A shall irrevocably undertake to the Buyer that among others, he will not sell, transfer, dispose, charge, mortgage, pledge or otherwise deal with his respective Consideration Shares (the “Lock-Up Agreement”) for such period of time as may be imposed by the Buyer in accordance with the terms of the Lock-Up Agreement; and

(l)

the Sellers A shall deliver to the Buyer the executed put and call option deed (the “Put and Call Option Deed”) whereby Sellers A irrevocably grant to the Buyer a (i) put option, in the form approved by the Buyer, to require Sellers A or Jevon (as the case may be) to purchase from the Buyer, the OCM Sale Shares and ECPC Sale Shares in accordance with the terms of the Put and Call Option Deed; and (ii) call option, in the form approved by the Buyer, to require Sellers A to sell to the Buyer the Consideration Shares in accordance with the terms of the Put and Call Option Deed, while the Buyer irrevocably grants the Sellers A, a call option in the form approved by the Buyer, to require Sellers A to buy from the Buyer, the ECPC Sale Shares and OCM Sale Shares in accordance with the terms of the Put and Call Option Deed; and

(m)

the Sellers A shall provide all other documentary evidence showing the satisfaction of the Conditions Precedent as at the Closing Date.

Sale and Purchase Agreement

5.3	The Parties shall use reasonable endeavours to do all acts and things and execute all documents as shall be necessary or expedient to give effect to the transactions contemplated under the terms and conditions of this Agreement.

5.4	On Closing, full legal title and ownership of the Sale Shares shall pass to and vest in the Buyer.

5.5

Without prejudice to any other remedies available, if a Party fails to perform its obligations under Clause 5.2 on the Closing Date, the Party not in default of Clause 5.2 shall be entitled (in addition to and without prejudice to all other rights and remedies available, including the right to claim damages) by written notice to the other Party to:

(a)

terminate this Agreement without liability on its part;

(b)

defer Closing to a date not more than five (5) Business Days after the originally intended Closing Date (and so that the provisions of this Clause 5 shall apply to Closing as so deferred); or

(c)

effect Closing so far as practicable having regard to the defaults which have occurred.

6.	POST-CLOSING UNDERTAKINGS

6.1

For two (2) years following the Closing Date, if Jevon ceases to be employed by Cuprina Cayman for any reason whatsoever, Cuprina Cayman shall use reasonable endeavours to procure that within fourteen (14) days of such cessation, Melvyn shall, subject to the recommendation and approval by the nominating committee of Cuprina Cayman, assume and discharge Jevon’s responsibilities with respect to the Group Companies until such suitable replacement for Jevon is appointed.

6.2	For two (2) years following the Closing Date, the Sellers A shall not, directly or indirectly, sell, transfer, assign, pledge, or otherwise dispose of any Class A ordinary shares or any other interest in Cuprina Cayman.

6.3

The Buyer shall conduct an audit of the Group’s financial statements, management accounts, and related records, in order to verify compliance with applicable laws, regulations, and contractual obligations (the “Audit”). The Buyer will conduct the Audit twice, (a) once within seventy-five (75) Business Days from the Closing Date; and (b) once following the two (2) year anniversary from the Closing Date. The Sellers A and the Group Companies shall provide reasonable access and cooperation to the Buyer and its representatives for the purposes of such audit.

6.4	The Sellers A and each Group Company shall provide all information, documents, and assistance reasonably requested by the Buyer to give effect to the provisions set out in this clause.

7.	REPRESENTATIONS AND WARRANTIES

7.1	Each Party represents and warrants to the other Party that each and every statement below is true, accurate and not misleading at the date of this Agreement and at the Closing Date:

(a)

each Party has full right and authority to enter into and perform its obligations under this Agreement on the terms and conditions hereunder and this Agreement represents its legal, valid and binding obligations enforceable in accordance with its terms; and

(b)

the execution and delivery by each Party of this Agreement and the documents referred to herein, and compliance with their respective terms, shall not breach or constitute a default under any agreement or instrument to which any such Party is a party or by which any such Party is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to any such Party.

Sale and Purchase Agreement

(each a “Capacity Warranty” and collectively, the “Capacity Warranties”). Sellers A shall indemnify and hold harmless the Buyer against any Losses which the Buyer may at any time and from time to time sustain, incur or suffer as a result of or arising out of or in connection with any breach of any such Capacity Warranty.

7.2

The Sellers A represent and warrant to the Buyer that each and every statement set out in Schedule 1 (each a “Sellers A Warranty” and collectively, the “Sellers A Warranties”) is true, accurate and not misleading at the date of this Agreement and at the Closing Date, and shall indemnify and hold harmless the Buyer against any Losses which the Buyer may at any time and from time to time sustain, incur or suffer as a result of or arising out of or in connection with any breach of any such Sellers A Warranty. The Sellers A acknowledge that the Buyer has entered into this Agreement in reliance on the Capacity Warranties and the Sellers A Warranties given by the Sellers A.

7.3

The Warranties are given at the date of this Agreement and deemed to be repeated immediately before Closing and on each day up to and including Closing by reference to the facts and circumstances then existing and any reference made to the date of this Agreement (whether express or implied) in relation to any of the Warranties shall be construed, in relation to such repetition, as a reference to the Closing Date.

7.4	Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by any provision of this Agreement or another Warranty, and the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty.

7.5	The rights and remedies of each non-breaching Party in respect of any breach of any Warranty by any breaching Party shall not be extinguished or affected by Closing except pursuant to a specific and duly authorised written waiver or release by such non-breaching Party.

7.6	A Claim for breach of any Warranty may be made whether or not the relevant facts, matters or circumstances giving rise to the breach:

(a)

were known to the Buyer or to any of the directors, officers, employees or agents of the Buyer or could have been discovered (whether by any investigation made by or on behalf of the Buyer into the affairs of any Group Company or otherwise) prior to the signing of this Agreement; or

(b)

were notified to the Buyer in accordance with Clause 7.7.

7.7

If any non-breaching Party becomes aware of any fact, matter or circumstance that may give rise to a Claim against any breaching Party (including Claims pertaining to any Warranty being untrue, inaccurate or misleading as of the signing of this Agreement, or any event which results or may result in any Warranty being untrue, inaccurate or misleading at Closing), such non-breaching Party shall as soon as reasonably practicable give notice in writing to the breaching Party setting out such information as is reasonably necessary to enable the breaching Party to take necessary steps to remedy the Claim, assess the merits of the Claim, to act to preserve evidence and to make such provision as the breaching Party may consider necessary, provided that any failure by any such non-breaching Party to comply with this clause shall not prejudice, prohibit or restrict such non-breaching Party’s ability to raise a Claim.

7.8	The Buyer shall not be entitled to make a Claim for breach of any Sellers A Warranty to the extent that the fact, matter or circumstance giving rise to that Claim:

(a)

was Fairly Disclosed in the Disclosure Letter or in the documents and information made available to the chief executive officer and/or chief financial officer of the Buyer in the due diligence process before the date of this Agreement; or

Sale and Purchase Agreement

(b)

was actually known by the chief executive officer and/or chief financial officer of the Buyer before the date of this Agreement.

7.9

Notwithstanding anything herein, the liability of Sellers A to the Buyer arising out of, relating to, resulting from or in respect of the breach of any of the Sellers A Warranties or Capacity Warranties or the breach by the Sellers A or any of them of any undertaking, covenant, obligation, indemnity or other provision in this Agreement shall be limited in accordance with Schedule 3 (Limitation of Liabilities).

8.	TERMINATION

Without prejudice to the Buyer’s right to claim damages or other compensation, if prior to Closing:

(a)

the Sellers A are in breach of any Warranty set out in Clause 7.1 or Clause 7.2 (read with Schedule 1); or

(b)

any event shall occur which has or is likely to have a material and an adverse effect on the turnover, profitability, financial or trading position or prospects of any Group Company,

the Buyer shall be entitled by notice in writing to the Sellers A to terminate this Agreement.

9.	CONFIDENTIALITY

9.1

Subject to Clause 9.2, each Party shall not disclose or communicate in any form or manner whatsoever to any person or use or exploit for any purpose whatsoever any information (financial or otherwise) received or obtained as a result of entering into this Agreement that is confidential or which by its nature ought reasonably to be regarded as confidential (taking into account, in particular, that the Buyer is a subsidiary of Cuprina Cayman, which is listed on the Nasdaq) (“Confidential Information”).

9.2	The confidentiality obligation under Clause 9.1 shall not apply to:

(a)

any information which is or comes into the public domain in any way without any breach of the provisions of Clause 9.1 or any act or omission by the receiving Party;

(b)

any information which is required to be disclosed pursuant to any applicable laws or to any relevant governmental or regulatory body or authority, including but not limited to the SEC and the Nasdaq;

(c)

any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; or

(d)

any information disclosed by a Party to its directors, officers, agents, employees, bankers, financial advisers, consultants and legal or other advisers (“Third Parties”) for the purpose of or in connection with this Agreement provided that such Party procures that such Third Parties observe confidentiality obligations no less onerous than those stated in this Clause 9,

provided that, if a Party is required to make a disclosure by reason of Clause 9.2(b) or 9.2(c) above, it shall, to the extent reasonably possible, supply a copy of the contents of any such disclosure to the other Parties prior to the making of such disclosure, failing which it shall do so as soon as it is reasonably practicable after the making of such disclosure.

Sale and Purchase Agreement

9.3	Notwithstanding anything herein, the Buyer and Cuprina Cayman, shall be entitled to disclose and communicate and use any Confidential Information for the purpose of, or in connection with, compliance by Cuprina Cayman of the listing rules and/or requirements of the Nasdaq.

10.	REASONABLENESS

Each Party confirms it has received independent legal advice relating to all the matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable.

11.

COSTS

11.1

Each of the Parties hereto shall bear its own legal, accountancy and other costs (including without limitation those fees and disbursements of its professional advisers), charges and expenses connected with the negotiation, preparation, execution, performance and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement. Notwithstanding the foregoing, the Sellers A shall reimburse the Buyer a total amount of S$20,000 being such costs, fees and expenses (including disbursements and applicable taxes) on a pro rata basis in accordance with their respective shareholding percentages in ECPC as set out below, in the event that Closing does not take place by the Long Stop Date or if this Agreement is terminated due to any misrepresentation or fraud by any Seller A, any non-fulfilment of Conditions Precedent which is not waived by the Buyer, or if any Seller A elects not to proceed with the Closing.

Jevon

Melvyn

Javier

Total

Cost reimbursement

12,500

5,000

2,500

20,000

Total

12,500

5,000

2,500

20,000

11.2

For the avoidance of doubt, costs of delivery of the certificates representing the Sale Shares shall be borne by the Sellers A and the payment of any stamp duties or other taxes arising in respect of the transactions involving the Sale Shares contemplated by this Agreement shall be borne in equal proportions by the Buyer (50%) and Sellers A (50%). If the Buyer is required by law to make any deduction or withholding from any sum payable under this Agreement (including the Refundable Commitment Deposit, the Cash Deposit, the Initial Cash, the OCM Consideration and the Deferred Cash (comprising Deferred Cash (Melvyn and Javier) and Deferred Cash (Jevon))), the Buyer shall be entitled to deduct or withhold such amount and shall pay the balance to the relevant Seller A. Any sum so deducted or withheld shall be treated as having been paid to the relevant Seller A for all purposes of this Agreement.

11.3

Each Seller A shall be solely responsible for any income tax, capital gains tax or any other tax liability arising in connection with his receipt, holding or disposal of the Consideration Shares, and each Seller A agrees to indemnify and hold harmless the Buyer and Cuprina Cayman against any claim, assessment, penalty or liability for any such taxes.

12.	INVALIDITY

12.1

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

Sale and Purchase Agreement

12.2

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 12.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 12.1, not be affected.

13.	ASSIGNMENT AND NOVATION

Save as otherwise expressly provided under this Agreement, all rights hereunder are personal to the Parties hereto and may not be assigned without the prior written consent of the other Party.

14.	REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS

14.1

No failure by any Party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

14.2

Any provision of this Agreement may be amended only if the Parties agree in writing and any failure to comply with this Agreement may be waived only if the Parties agree in writing. Any such waiver, and any consent by a Party, under any provision of this Agreement, must be in writing and may be given subject to any conditions thought fit by such Party. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

15.	COMMUNICATIONS

15.1

Each communication given pursuant to or in accordance with the provisions of this Agreement shall be made by electronic mail or otherwise in writing. Each communication or document to be delivered to any Party under this Agreement shall be sent to it at the e-mail address or physical address and marked for the attention of the contact person, if any, from time to time designated by it to the other Party for the purpose of this Agreement. The initial email address, physical address and contact person so designated by each Party are set out below:

In the case of the Buyer, to:

CUPRINA HOLDINGS (BVI) LIMITED

Address	:	Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands
E-mail	:
Attention	:	David Quek Yong Qi

In the case of the Sellers A, to:

TAY JEVON (ZHENG ZIHONG)

Address	:

E-mail	:

LIM JIE JIN, MELVYN

Address	:

E-mail	:

Sale and Purchase Agreement

	TAY JAVIER

	Address	:

	E-mail	:

15.2

Any communication from any Party shall be irrevocable and shall not be effective until received by the other Party. Any communication to any Party shall be deemed to be received by the Party, (a) if sent by electronic mail, on the same Business Day in the place to which it is sent after dispatch with transmission, or (b) if delivered by hand or courier, when delivered at the address referred to in Clause 15.1 and evidenced by receipt of such delivery, or (c) in any other case, three (3) Business Days after the same has been sent by post with postage prepaid.

16.	ENTIRE AGREEMENT

This Agreement and any documents referred to in this Agreement shall constitute the entire agreement between the Parties as to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract, and supersede all previous arrangements, understandings and agreements between them, whether oral or written, relating to the matters dealt with in this Agreement.

17.	GOVERNING LAW AND DISPUTE RESOLUTION

17.1	This Agreement shall be governed by and construed in accordance with the laws of Singapore.

17.2

Any dispute arising out of or in connection with this Agreement must be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Either Party may submit a request to mediate to SMC upon which the other Party will be bound to participate in the mediation within forty-five (45) Business Days thereof. Unless otherwise agreed by the Parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the Parties agree to be bound by any settlement agreement reached.

17.3

If the dispute is not resolved by mediation within ninety (90) Business Days (or such longer period as agreed by the Parties), the mediation shall terminate and the Parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

18.	RIGHTS OF THIRD PARTIES

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

19.	COUNTERPARTS

19.1

This Agreement may be executed by one or more Parties of this Agreement in any number of counterparts which together shall constitute one and the same agreement. Any Party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by all Parties.

19.2

Delivery of an executed signature page of a counterpart by facsimile transmission or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this Agreement. If either method is adopted, without prejudice to the validity of such agreement, each Party shall provide the other Party with an original of such page as soon as reasonably practicable thereafter. The execution of this Agreement in counterparts in accordance with this Clause 19 shall be as valid and effectual as if executed as an original.

[The rest of this page is left intentionally blank.]

Sale and Purchase Agreement

SCHEDULE 1

Sellers A Warranties

Ownership of the Sale Shares

As at the date of this Agreement, the Sale Shares are authorised, properly and validly issued and allotted, and are each fully paid-up and rank pari passu in all respects inter se with all other ordinary shares in the share capital of each Target Company.

Each Sellers A is the lawful and beneficial owner of, and has good and marketable title to, the Sale Shares which are registered in his name and that he is and will on Closing be able to procure the transfer of the Sale Shares to the Buyer on the terms and conditions of this Agreement and the Sellers A are not holding any of the Sale Shares on trust or as a nominee for any other party.

The Sale Shares are and will on Closing be free from all and any Encumbrances or any arrangements or obligations to create any Encumbrances whatsoever with all rights and benefits attaching thereto and no person has or shall have any 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 Sale Shares under any option or other agreement (including conversion rights and rights of pre-emption).

Corporate Structure

The Group Companies are companies duly incorporated and validly existing under the laws of their respective countries of incorporation as set out in Schedule 2.

The shareholders of the Subsidiaries specified in Schedule 2:

are the sole legal and beneficial owners of the shares in the Subsidiaries; and

have the right to exercise all voting and other rights over such shares.

The shares in the Subsidiaries comprise the whole of the issued and allotted shares in the Subsidiaries, have been properly and validly issued and allotted and each are fully paid or credited as fully paid.

Recitals (A) and (B) and the particulars of the Group Companies contained in Schedule 2 are true, accurate and not misleading.

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, amortisation or repayment of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption).

Each Group Company is not bankrupt or insolvent, and is not unable, and has not admitted in writing that it is unable, to pay its debts as they fall due.

10.

There are no Encumbrances on the shares in any Group Company.

11.

All consents for the transfer of the Sale Shares have been obtained or will be obtained by Closing.

12.

The Sale Shares and the shares in the Subsidiaries have not been and are not listed on any stock exchange or regulated market.

13.

Each Group Company: (a) has not entered into, or taken any steps towards, any composition or arrangement for the benefit of its creditors generally; (b) has not stopped or suspended (or threatened to stop or suspend) payment of its debts generally; (c) does not have any distress, execution or other process levied on a material part of its business, assets, properties or undertakings; and (d) has not ceased or threatened to cease carrying on all or any part of its business.

Financial statements

14.

The Financial Statements have been prepared in accordance with applicable law and in accordance with the accounting principles, standards and practices generally accepted at the date of the Financial Statements in the relevant jurisdictions in which they were prepared and on a basis consistent with that adopted in preparing the financial statements of the Group Companies for the previous three financial years.

15.

The Financial Statements give a true and fair view of the assets, liabilities and state of affairs of the Group Companies at the date of the Financial Statements and of the profits or losses of the Group Companies for the period concerned.

16.

As at the dates of the Financial Statements, the Financial Statements: (i) make full provision for all actual liabilities; (ii) disclose all contingent liabilities; and (iii) make provision reasonably regarded as adequate for all bad and doubtful debts.

17.

As at the dates of the Financial Statements, the bad and doubtful debts of the Group Companies do not exceed an aggregate amount of S$100,000.

Management accounts

18.

The Management Accounts have been prepared in accordance with accounting policies used in preparing the Financial Statements applied on a consistent basis.

19.

The Management Accounts make adequate provision for all actual liabilities of the Group Companies outstanding as at the date of the Management Accounts and make proper provision for (or contain a note according to good accounting practice respecting) deferred, contingent or other liabilities and whether liquidated, unliquidated or disputed including the cost of any work or materials for which payment has been received or credit taken, any future loss which may arise in connection with uncompleted contracts and any claims against the Group Companies in respect of completed contracts in accordance with the accounting standards, principles and practices generally accepted in the relevant jurisdictions.

20.

The Management Accounts are not misleading and do not materially misstate the assets and liabilities (including but not limited to liabilities relating to tax) of the Group Companies as at the date of the Management Accounts and the profits (if any) and losses of the Group Companies for the period ended on such date, and have been prepared in accordance with general accounting principles, practices, standards and practices generally accepted at the date of the Management Accounts in the relevant jurisdictions and so as to give a true and fair view of the state of affairs of the Group Companies as at the date of the Management Accounts, and are not adversely and materially affected by any unusual, exceptional, extraordinary or non-recurring items that are not disclosed in the Management Accounts. No changes in the accounting bases, policies, practices and procedures have been made in preparing the accounts of the Group Companies since their dates of incorporation.

21.

The Management Accounts comply with the requirements of the Act and any other applicable law.

22.

The accounting records of the Group Companies are accurate, up to date, in their possession or under their control and properly completed in accordance with the applicable laws and accounting standards.

23.

The Group Companies do not have any outstanding loan capital, nor have they factored, discounted or securitized any of their receivables, nor have they engaged in any financing of a type which would not be required to be shown or reflected in the Management Accounts or borrowed any money which they have not repaid.

24.

There are no liabilities, whether actual or contingent, of the Group Companies other than (i) liabilities disclosed or provided for in the Management Accounts; (ii) liabilities incurred in the ordinary and usual course of business since the date of the Management Accounts, none of which results or will result in a material adverse event; or (iii) liabilities disclosed elsewhere in this Agreement.

Changes since Management Accounts Date

25.

Since the dates of the Management Accounts as regards each Group Company:

it has carried on the business in the ordinary course and so as to maintain the same as a going concern and without any material interruption or alteration in the nature, scope or manner of its business, and there has not been any change, event, act or omission likely to adversely affect the financial position or prospects of the Group Company;

has not (a) acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or (b) assumed or acquired any material liability (including a contingent liability);

there has been no material change in the manner or time of payment of creditors, or the issue of invoices or collection of debts, or policy of reserving for debtors or in the amount of stock bought or agreed to be bought or in stock;

save as provided in the Management Accounts, it has not entered into, or agreed to enter into, any commitments involving capital or other expenditure exceeding in aggregate S$400,000;

it has not borrowed or lent or agreed to borrow or lend any money, no share or loan capital has been issued or agreed to be issued and no loan or loan capital or preference capital has been repaid in whole or part or has become liable to be repaid;

it has not created any mortgage or charge on the whole or any part of its assets or undertaking;

no dividend or other distribution has been declared, made or paid to its shareholders except as fully disclosed in the Management Accounts;

no material change has occurred in the assets and liabilities shown in the Management Accounts;

no substantial supplier or customer (being a supplier or customer accounting for more than 30% of its purchases or sales (as the case may be)) has ceased or substantially reduced its trade with it; and

it has not entered into any agreement, contract, arrangement or transaction (whether or not legally binding) other than in the ordinary and usual course of business.

Intellectual Property Rights

26.

All the Intellectual Property Rights used or required by the Group Companies in connection with the business and operations of the Group Companies are in full force and effect and are solely vested in and legally and beneficially owned by the Group Companies free from any Encumbrances and the use of such rights or any part thereof does not infringe any patent, trade mark, registered design, trade name, copyright, industrial process or any other right owned by any third party relating to Intellectual Property or involve the unlicensed use of confidential information disclosed to the Group Companies by any person in circumstances which might entitle that person to a claim against the Group Companies and none of the Intellectual Property Rights are being used, claimed, opposed or attacked by any person.

27.

The Group Companies possess and owns all the technology, technical know-how, engineering, techniques, information, experience, data, specifications, processes, drawings, designs, programs and other material including all improvements thereto and adaptations thereof (“Technology”) used or applied or required to be used or applied in connection with their business and operations, and all such Technology is workable and capable of being effectively and efficiently used and applied (without the consent of any third party or other restriction) for the purposes of the business and operations of the Group Companies.

28.

The Intellectual Property and Technology owned by the Group Companies is sufficient for the business and operations of the Group Companies.

29.

There is no infringement of the Intellectual Property Rights by any third party. The Group Companies and their professional advisers have not received any notice of proceedings, pursuant to which any of the Intellectual Property Rights owned by the Group Companies may be opposed, invalidated, revoked or modified.

30.

The Group Companies do not use any Intellectual Property in respect of which any third party has any right, title or interest, and there is no outstanding claim against the Group Companies for infringement of any Intellectual Property used (or which has been used) by it and no such claims have been settled by the giving of any undertakings which remain in force.

31.

The Group Companies have not granted and are not obliged to grant a licence, assignment or other right or Encumbrance in respect of any of the Intellectual Property (either owned or used by the relevant Group Company) to any person.

32.

All application and renewal fees, costs and charges relating to the Intellectual Property Rights have been duly paid on time and all intellectual property agreements to which the Group Companies are party are each valid and binding. All actions required to be taken to protect and maintain the Intellectual Property Rights owned by the Group Companies have been taken by the relevant deadline, and nothing is due to be done within 90 days from Closing, the omission of which would jeopardise the maintenance or registration of any Intellectual Property Rights owned by the Group Companies.

33.

Each current or former employee, consultant, independent contractor or service provider has, pursuant to a written agreement, validly assigned to the Group Companies all rights owned by him or her in the Intellectual Property created, written, conceived, developed or tested by him or her in connection with his or her employment or engagement with or performance of services for the Group Companies, and none of the employees and consultants of the Group Companies is in breach of any confidentiality or assignment obligations owing to the Group Companies. It will not be necessary for the Group Companies to use any inventions of any of their employees or consultants (or persons they currently intend to hire) made prior to their employment by the Group Companies, including prior employees or consultants.

34.

No product or service designed, developed, manufactured, marketed, distributed, provided, licensed or sold at any time by the Group Companies contains, is derived from, is distributed with, or is being or was developed using software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software that is licensed under any terms that:

impose or could impose a requirement or condition that such product or service or part thereof:

be disclosed or distributed in source code form;

ii.

be licensed for the purpose of making modifications or derivative works; or

iii.

be redistributable at no charge; or

otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of any Group Company to use or distribute any such product or service or to enforce Intellectual Property.

Taxation Matters

35.

All returns, computations, notices and information which are or have been required to be made or given by the Group Companies for any taxation purpose (a) have been made or given within the requisite periods (or within permitted extensions of such periods) and on a proper basis and are up-to-date and correct; and (b) none of them are, or likely to be, the subject of any dispute with the relevant taxation authorities.

36.

All taxes assessed or imposed by any government or governmental or statutory body which have been assessed upon the Group Companies and which are due and payable on or before the Closing Date have been paid and were paid on or before the relevant due date for payment. There is no further liability or contingent liability for taxation otherwise than as a result of trading activities in the ordinary course of business.

Licences

	37.

Effect of Sale of Sale Shares

38.

Compliance with this Agreement does not and will not conflict with or result in the breach of or constitute a default or potential event of default under any agreement or instrument to which any Group Company is now a party or any loan to or mortgage created by any Group Company or relieve any other party to a contract with any Group Company of its obligations under such contract or entitle such party to terminate such contract, whether summarily or by notice.

39.

Compliance with this Agreement also does not and will not conflict with or result in the breach of or constitute a default or potential event of default under applicable laws, regulations and bye-laws in the respective countries of incorporation and all countries in which any Group Company operates.

Compliance with Legislation and Litigation

	40.

41.

There is no law, statute, order, decree or judgment of any court or any governmental or regulatory agency outstanding against any Group Company or which may constitute or result in a material adverse event or otherwise prohibits or restricts the conduct of the business by the Group Company.

	42.

	43.

Supply of Information

44.

All information contained in this Agreement and all other information which has been given in writing or made available by or on behalf of the Sellers A and/or any Group Company to the Buyer or any of its agents, employees or professional advisers in the course of negotiations leading to this Agreement or for the purpose of the Due Diligence Investigations was, when given, complete, true and accurate in all respects, not misleading and there are no omissions and the Sellers A are not aware of any facts, matters or circumstances not disclosed in writing to the Buyer which renders any such information incomplete, untrue, inaccurate or misleading in all respects.

45.

The documents to be reviewed by the Buyer and/or its professional advisers during the course of the Due Diligence Investigations comprise all the material contracts, agreements and licences which the relevant Group Company has entered into, or have been issued with, in connection with their respective businesses.

46.

The Sellers A and the Group Companies have disclosed all matters and information which might materially and adversely affect the business, condition (financial or otherwise), assets, prospects, performance, financial position, results or operations of any Group Company or which might otherwise reasonably affect the willingness of the Buyer to enter into this Agreement.

Title to Assets

47.

All assets of the Group Companies, including all debts due to any Group Company which are included in the Financial Statements and the Management Accounts or have otherwise been represented as being the property of or due to the relevant Group Company or at the Relevant Management Accounts Date used or held for the purposes of its business, are the absolute property of the relevant Group Company (save for those subsequently disposed of or realised in the ordinary course of business), and none is the subject of any assignment or Encumbrances (excepting only liens arising by operation of law in the normal course of trading) or the subject of any factoring arrangement, hire purchase, conditional sale or credit sale agreement.

48.

All such assets are, where capable of possession, in the possession of or under the control of the Group Companies or the relevant Group Company is entitled to take possession or control of such assets, whether such assets are situated within or outside of Singapore.

Sufficiency of Assets

49.

The property, rights and assets owned or leased by the Group Companies and the facilities and services to which the Group Companies have a contractual right comprise all the property, rights, assets, facilities and services necessary or convenient for the carrying on of the business of the Group Companies in and to the extent to which it is presently conducted.

Third Parties and Employees

	50.

51.

All transactions between any Group Company and any Related Party (being any shareholder, director, or officer of any Group Company, or any associate, family member or connected person thereof) have been conducted on arm’s length terms and in the ordinary course of business. No shareholder, director or officer of any Group Company has any direct or indirect interest in any business that competes with, or has material commercial dealings with, any Group Company; no Group Company has provided any loan, guarantee or other financial accommodation to any Related Party other than as disclosed in the Management Accounts; and there are no outstanding amounts owed by any Related Party to any Group Company, other than as disclosed in the Management Accounts.

Social Media and Digital Assets

52.

All social media accounts, domain names, websites, mobile applications and digital marketing assets used by or in connection with the business of any Group Company, including any accounts or assets bearing any trade name, trade mark or branding associated with any Group Company, are legally and beneficially owned by, or validly licensed to, the relevant Group Company free from any Encumbrance or adverse claim. All login credentials, passwords and administrative access to such accounts and assets are held by or available to the relevant Group Company; no person (including any shareholder, director, officer, employee or former employee of any Group Company, or any associate or family member thereof) has asserted or threatened any claim to ownership of, or rights in, any such accounts or assets; and no Group Company has granted any third party any right or licence to use any such accounts or assets, other than in the ordinary course of business.

53.

Each Group Company has obtained and at all times maintained all licences, permits, registrations and approvals required under the Healthcare Services Act 2020 of Singapore and any regulations made thereunder, and under any other applicable healthcare laws and regulations, for the conduct of its clinical and healthcare activities. No Group Company is performing any clinical procedure or healthcare service outside the scope of its licensed activities or in breach of any condition of any such licence; all clinical procedures performed at any Group Company’s premises are performed by appropriately qualified, registered and licensed healthcare professionals acting within the scope of their professional registration. No Group Company has received any written notice of investigation, audit, inspection, warning, penalty, suspension or revocation from the Ministry of Health, the Health Sciences Authority or any other healthcare regulatory authority, and no Group Company is aware of any fact, matter or circumstance that would reasonably be expected to result in the suspension, revocation or non-renewal of any healthcare licence or registration held by any Group Company.

SCHEDULE 2

Part 1 – (A) Group Structure of the Target Companies As At Date Of This Agreement

Part 1 – (B) Group Structure of the Target Companies Immediately After Date Of Closing

Notes:

*For the avoidance of doubt, the clinics belonging to ECPC as highlighted in Part 1(B) of the group structure above shall comprise only the five ECPC clinics as listed below, and no other clinics:-

(i)

ECPC Orchard clinic, having its address at 302 Orchard Road, Tong Building #09-02 Singapore 238862;

(ii)

ECPC Novena clinic, having its address at 10 Sinaran Drive, Novena medical cemter #08-13 Singapore 307506;

(iii)

ECPC Kembangan clinic, having its address at 18 Jalan Masjid, Kembangan Plaza #B1-02 Singapore 418944;

(iv)

ECPC Bukit Timah clinic, having its address at Fifth Avenue, Guthrie House #02-04 Singapore 268802; and

(v)

ECPC Parkway Parade clinic, having its address at 80 Marine Parade Road, Parkway Parade #08-04 Singapore 449269.

**For the avoidance of doubt, the clinics belonging to OCM as highlighted in Part 1(B) of the group structure above shall comprise only the two OCM clinics as listed below, and no other clinics:-

(i)

OCM Orchard clinic, having its address at 302 Orchard Road, Tong Building #09-02 Singapore 238862; and

(ii)

OCM Parkway Parade clinic, having its address at 80 Marine Parade Road, Parkway Parade #08-04 Singapore 449269.

Part 2 – Particulars of the Target Companies

East Coast Podiatry Centre Pte. Ltd.

Registered number:		200514478N

Registered office:		1090 Lower Delta Road, #06-05, Singapore 169201

Date and place of incorporation:		17 October 2005, Singapore

Issued share capital and number of issued shares:		Issued share capital: S$100,000 Number of issued shares: 100,000

Registered shareholders and shares held:		20,000 ordinary shares held by Georgina 20,000 ordinary shares held by Melvyn 10,000 ordinary shares held by Javier 50,000 ordinary shares held by Jevon

Beneficial shareholders and shares held:		N/A

Directors:		Jevon

Secretary:		Melvyn

Financial year end:		30 June

Auditors:		N/A

Orchard Clinic Management Pte. Ltd.

Registered number:		201539971N

Registered office:		1090 Lower Delta Road, #06-05, Singapore 169201

Date and place of incorporation:		6 November 2015, Singapore
Issued share capital and number of issued shares:		Issued share capital: S$300,000 Number of issued shares: 300,000

Registered shareholders and shares held:		60,000 ordinary shares held by Georgina 60,000 ordinary shares held by Melvyn 30,000 ordinary shares held by Javier 150,000 ordinary shares held by Jevon

Beneficial shareholders and shares held:		N/A
Directors:		Georgina Melvyn Javier Jevon

Secretary:		Melvyn

Financial year end:		31 December

Auditors:		N/A

Part 3 – Particulars of the Operating Companies

Standard Medical Pte. Ltd.

Registered number:		202303811H
Registered office:		1090 Lower Delta Road, #06-05, Singapore 169201
Date and place of incorporation:		02 February 2023, Singapore
Issued share capital and number of issued shares:		Issued share capital: S$100,000 Number of issued shares: 100,000
Registered shareholders and shares held:		100,000 ordinary shares held by EAST COAST PODIATRY CENTRE PTE. LTD.
Beneficial shareholders and shares held:		N/A
Directors:		Georgina Melvyn Javier Jevon
Secretary:		Melvyn
Financial year end:		31 December
Auditors:		N/A

Tier 1 Pte. Ltd.

Registered number:		202305192M

Registered office:		1090 Lower Delta Road, #06-05, Singapore 169201

Date and place of incorporation:		13 February 2023, Singapore

Issued share capital and number of issued shares:		Issued share capital: S$100,000 Number of issued shares: 100,000

Registered shareholders and shares held:		100,000 ordinary shares held by EAST COAST PODIATRY CENTRE PTE. LTD.

Beneficial shareholders and shares held:		N/A

Directors:		Georgina Melvyn Javier Jevon

Secretary:		Melvyn

Financial year end:		31 Dec

Auditors:		N/A

East Coast Podiatry Sdn. Bhd. (Malaysia)

Registered number:		202401023233 (1569082-A)

Registered office:		No. 40-02, Jalan Austin Heights 8/4, Taman Mount Austin, 81100 Johor Bahru, Johor, Malaysia

Date and place of incorporation:		11 June 2024, Malaysia
Issued share capital and number of issued shares:		Issued share capital: RM10,000 Number of issued shares: 10,000

Registered shareholders and shares held:		100,00 ordinary shares held by EAST COAST PODIATRY CENTRE PTE. LTD.

Beneficial shareholders and shares held:		N/A

Directors:		Georgina Melvyn Javier Jevon

Secretary:		HIEW KA YI

Financial year end:		31 Dec

Auditors:		N/A

SCHEDULE 3

1.	Time period

Sellers A shall not be liable under this Agreement in respect of any claim unless a notice of the claim, setting out (to the extent reasonably known) the legal and factual basis of the claim and the evidence on which the Buyer relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim, is given by the Buyer to the Sellers A within three (3) years from the Closing Date.

2.	Double Claims

The Buyer shall not be entitled to recover from any of the Sellers A under or in respect of this Agreement more than once in respect of the same losses suffered.

Fraud

None of the limitations contained in this Schedule shall apply to any claim which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud, misrepresentation or wilful misconduct on the part of the Sellers A.

SCHEDULE 4

DISCLOSURE LETTER

This Agreement has been executed on the date stated at the beginning.

The Buyer

SIGNED by	)
DAVID QUEK YONG QI	)	/s/ David Quek Yong Qi
	)
for and on behalf of	)
CUPRINA HOLDINGS (BVI) LIMITED	)
in the presence of :	)

CHAN TAT JING
/s/ Chan Tat Jing
*Witness’s Name and Signature*

The Sellers A

SIGNED by	)
	)
	)	/s/ Tay Jevon (Zheng Zihong)
TAY JEVON (ZHENG ZIHONG)	)
in the presence of :	)

LIANG CHENG XI
/s/ Liang Cheng Xi
*Witness’s Name and Signature*

SIGNED by	)
	)
	)	/s/ Lim Jie Jin, Melvyn
LIM JIE JIN, MELVYN	)
in the presence of :	)

LIANG CHENG XI
/s/ Liang Cheng Xi
*Witness’s Name and Signature*

SIGNED by	)
	)
	)	/s/ Tay Javier
TAY JAVIER	)
in the presence of :	)

LIANG CHENG XI
/s/ Liang Cheng Xi
*Witness’s Name and Signature*