Hillcrest Partners

 Share Purchase Agreement
This Share Purchase Agreement entered into on April 21, 2016
Between:
Hillcrest Partners (Hereinafter referred to as “the Buyer”)
and:
Mr. John xxxxxxxxxx xxxxxxxxxxxxxxx (Hereinafter referred to as “the Seller”)
The Buyer, acting on behalf of investors in trust, has indicated a desire to acquire certain
securities or funds and the Seller has indicated a desire to sell certain securities or funds. Now
therefore, this Agreement is witness that in consideration of the mutual promises and covenants
contained herein and other notable consideration, the receipt and sufficiency of which are hereby
acknowledged by both parties, the Buyer and the Seller do hereby agree as follows:-
Article 1. Interpretation
a) Definitions:
In this Agreement and the exhibits annexed hereto, the following terms shall have the respective
meaning indicated below:
“Acceptance period” shall have the meaning set out in Article 6 of this Agreement;
“Agreement” means this Agreement and any schedules attached hereto;
“Business day” means any calendar day except Saturday or Sunday or any statutory holiday
observed in Japan.
“Effective date” means the date on which this Agreement was entered into;
“Fees shall have the meaning set out in Article 3 of this Agreement;
“Party” means either the Buyer or the Seller;
“Parties” means both the Buyer and the Seller;
“Person” means any individual, juristic person, corporation, partnership, limited liability
company, unincorporated association, trust, trustee or other entity or organization;
“Purchase Price” means the amount specified in Schedule A;
“Securities” means any stocks, shares, bonds, funds, debentures, promissory notes, warrants,
deeds and any other financial instruments.
b) Entire Agreement
This Agreement, together with any agreements and other documents to be delivered pursuant
hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof 
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and supersedes all prior agreements, negotiations, discussions and understandings, written or oral
between the parties. Except as expressly provided in this Agreement, there are no representations,
conditions, other agreements or acknowledgements, whether direct or collateral, express or
implied that form part of or affect this Agreement. The execution of this Agreement has not been
induced by, nor do either of the parties rely upon or regard as material and representations,
warranties, conditions, other agreements or acknowledgements not expressly made in the
Agreement or in the agreements and other documents to be delivered pursuant hereto.
Article 2. Conditions and Representations
a) The Seller hereby confirms that it is the rightful and true owner of the securities and/or
funds described in Schedule A and as such has the right to dispose of said securities or
funds.
b) The Seller hereby confirms that the securities and/or funds are fully paid, unencumbered
and have no restrictions or lien attached to them.
c) The Seller hereby confirms that the securities and/or funds to be transferred to the trustee
are free and clear of all charges and other encumbrances.
d) The Buyer further agrees to supply and deliver all securities and/or funds previously
listed and contained in Schedule A.
e) In the event that part or all of the securities and/or funds described in Schedule A are not
yet in the Seller’s possession, the Seller acknowledges by their signature on this
document their assent for the Buyer to obtain said securities on their behalf.
f) The Buyer represents and warrants to the Seller that each of the following statements is
true and accurate at the date of this Agreement and will be true and accurate on the
closing Date specified in Article 5, remaining in full force and effect on and after such
closing date:
g) It has the power and the authority to enter into and perform its obligations under this
 agreement and to carry out the transactions contemplated by this agreement;

h) It has taken all necessary action to authorize its entry into and performance of this
 agreement and to carry out the transactions contemplated by this Agreement;
i) The Buyer unconditionally guarantees to the Seller the due and punctual performance
and observance of the obligation contained in or implied under this Agreement that must
be performed and observed by it;
j) Indemnifies the Seller against all losses, damages, costs and expenses which the seller
 now or in the future suffer or incur directly or indirectly out of any breach or non-
 observance of a guaranteed obligation.
 
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 Article 3. Liabilities of the Buyer
 The Buyer shall not be liable for:
Any and all personal tax liabilities of the Seller of any nature, including, but not limited
to, income taxes, capital gains taxes, wealth or asset taxes arising from profits made by
the Seller under the final settlement of this Agreement or, where the Seller is a
corporation, corporate tax liabilities arising within or without the jurisdiction of that
corporate persona.
 Article 4. Closing Procedures
 Upon receipt of the Purchase Price, the Seller will deliver the securities or funds, together
with the relevant share certificates and any other scrip or documentation. The Seller need
not complete the sale of the securities or funds unless the net Purchase Price is paid in full
to the Seller on or before the closing date referred to in Article 5.
 Article 5. Closing Date
 All parties hereby agree that the transactions described herein shall be finalized and
 completed by May 31, 2016.
Article 6. Miscellaneous
 Each party must do, at its own expense, everything reasonably necessary, including
executing documents, to give full effect to this Agreement and any transactions
contemplated by it.
 Article 7. Non Disclosure
 The Seller agrees not to disclose or divulge to or with any third party without the written
 consent of the Buyer:

The contents of this Agreement or any part thereof;
Further, and in addition to the above, in the event that the Buyer is acting as an agent,
the Buyer shall not be obliged or compelled to reveal the identity of its principal. Should such
identity become known to the Seller, then the Seller irrevocably agrees to keep such identity
confidential and not disclose such identity during the execution period of this Agreement or at
any time afterwards without prior written consent of the Buyer, and the Seller hereby
indemnifies the Buyer against an action or claims for damages arising there from. 
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Article 8. Confidentiality
The Seller hereby acknowledges and agrees that it will have access to or be acquainted with
confidential information. The Seller further acknowledges and agrees that the confidential
information constitutes valuable trade secrets. Except as required by law, the Seller agrees to hold
this confidential information in confidence and the Seller shall cause the employees and agents of
the Seller to also hold the confidential information in confidence. The Seller agrees not to make
use of the confidential information other than for the exercise of rights or the performance of
obligations under this Agreement and not to release, disclose, communicate or make available to
any third party.
I witness whereof, each party hereto has caused this Agreement to be duly executed as of the date
written below by an officer authorized in that behalf.

The Buyer: Hillcrest Partners The Seller: Mr. John xxxxxxxxx xxxxxxxxxxxxx

 Executor Name: Mr. Peter Clarke
 (Senior Consultant)
 Signed: Signed:

 Dated: April 21, 2016 Dated: April 21, 2016

 
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 Schedule A

 Share Purchase Information: Paragon GPS _

 Quantity: Price (USD): $ Total (USD): $

 4,000_ ____ $19.75 $79,000.00 _

___________________________________________________ __ _ __

Peter Clarke
(Senior Consultant)
 
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 Schedule B
Client Payment Instruction Form
(Please fill out and return by email the following information)
PERSONAL INFORMATION______________________
NAME:
ADDRESS:
TELEPHONE:
FAX:
E-MAIL:
*Please Note*:
All proceeds will be issued by Bank Draft or Certified Cheque, and will be sent via
Bonded Courier to the address provided. If payment by Telegraphic Transfer is
required, kindly let us know via telephone or email and the necessary arrangements
will be made.
81-6-1 Kyobashi, Chuo-ku,
104-0031, Tokyo, Japan
Tel+81 34578 0443
Fax+81 34330 1999
info@hillcrest-partners.com
www.hillcrest-partners.com