Intra-Group Share Purchase Agreement

With respect to the sale of legal documents by mll, the provisions of Part III, Sections 1, 2, 3 and 5 and Part IV, Section 1.2 of the Terms of Sale of the PartnerVine Platform also apply to such purchases and are therefore included in these Supplier Terms by Reference. These terms and conditions of delivery will amend the usage rights/restrictions provisions set out in Part III, Section 4 of the Terms of Sale of the PartnerVine platform, as follows: The first paragraph will not be amended. The second, third, fourth and fifth paragraphs are replaced by the following provisions: the agreement also contains the usual assurances and guarantees of both parties, as well as the other usual provisions. This model assumes that 100% of the shares of a target company are transferred from a seller (intragroup) to a buyer (intragroup) in the form of a limited company. In addition, the agreement assumes that the transaction will be concluded immediately after the signing of the agreement. The financial statements consist of the payment of the purchase price by the buyer and the delivery by the seller of the usual acquisition documents (e.g.B. share certificates or declarations of sale, decision of the board of directors of the target company to obtain the buyer`s approval as a new shareholder, updated share register, etc.). Please note that not all ancillary documents necessary for the transfer of shares (declarations of transfer, dissolution of the board of directors, register of shares, etc.) are included in this model. Our experience in cross-border transactions, and in particular our company`s ability to assist in business matters under French and Hong Kong law, allows us to offer a fixed fee for the establishment of business permits as well as transaction documents (share purchase contract and refinancing of shareholder loans), with the exception of U.S. and tax affairs. The budget included coordination with the tax law firm buyer, if necessary.

Our client is the regional headquarters of an international French group in Hong Kong. Holdings in a Delaware joint venture (U.S.) subject to U.S. tax rules on partnerships include the regional portfolio of holdings in Hong Kong. After internal verification of the group`s structure, the management of the group decided to transfer these shares to a holding company in France.