SHARE PURCHASE AGREEMENT

______________________________________________

By and between

AYR HOLDINGS AG

(“Buyer”)

and

AYR INVESTMENTS GMBH

(“Seller”)

DATED 10.03.2017
THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made on 10.03.2017

BETWEEN:

(1) AYR INVESTMENTS GMBH., a company organized under the laws of Switzerland,
having its head office at Gewerbestrasse 5, 6330 Cham, Switzerland, owner of AYR
INTERNATIONAL LTD (the “Seller”); and

(2) AYR HOLDINGS AG, a company also organized under the laws of Switzerland,
having its head office at Gewerbestrasse 5, 6330 Cham, Switzerland (the “Buyer”).

The Seller and the Buyer are hereinafter also together referred to as the “Parties” and each a
“Party”.

WHEREAS:

(A) The Shares (as defined below) are owned and held solely by the Seller; and

(B) In reliance, inter alia, upon the representations, warranties and undertakings in this
Agreement, for the consideration and otherwise upon and subject to the terms and
conditions of this Agreement, the Seller has agreed to sell to the Buyer, and the Buyer
has agreed to purchase from the Seller, the Shares.

NOW THEREFORE IT IS AGREED as follows:

1 Definitions and Interpretation

1.1 Definitions

In addition to the terms defined in other Clauses and Schedules hereof the following
terms shall have the meanings set forth below for the purposes of this Agreement:

Company means AYR INTERNATIONAL LTD., a company organized and validly

existing under the laws of Cyprus, whose registered office is situated at 12-14
Kennedy Avenue, 1st floor, office 107, P.C. 1087, Nicosia Cyprus with share capital
as of EUR 10,000 (ten thousand).

Completion means the completion of the sale and purchase of the Shares pursuant to
Clause 5.

Conditions Precedent means all conditions precedent to Completion, as set out in

Claus 3 hereof.

Confidential Information includes, without limitation, (i) all information concerning

the terms of this Agreement and the transactions contemplated hereby, (ii) any
documents, data or other written information a Party obtains from the other Party that
is marked or expressly defined as confidential by such other Party or is otherwise

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 known by the obtaining Party to be, or should reasonably be considered to be
confidential, but does not include information which is made public by either Party in
accordance with Clause 7.

Consent means any (i) approval, consent, licence, clearance, order, permit, filing or
registration of or from any Regulatory Authority or any other third party (including the
consent by (a) a spouse or (b) any creditor, or (ii) waiver of an equity participant, a
board of directors, or a meeting of equity holders of a legal entity or a legal entity,
including any pre-emption rights or similar rights to be made in compliance with all
applicable laws and with the by-laws of the Company.

Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential arrangement (including,
without limitation, a title transfer or retention arrangement) having similar effect
(other than any rights of the Buyer arising under this Agreement).

Purchase Price means the purchase price for the Shares referred to in Clause 2.2.

Regulatory Authorities means, unless otherwise not established in this Agreement,

any competent governmental, regulatory or administrative authority, agency,
commission or instrumentality (whether local, municipal, provincial, federal, national,
supra-national or otherwise).

Shares means 10,000 (ten thousand) registered shares of the Company of EUR 1.00
(one) par value each owned the Seller representing 100% of the total shares and votes
in the Company on the date hereof and during Completion.

Warranty means statements of the Parties contained in Clause 6 and Warranties

means all those statements.

1.2 Interpretation

In this Agreement:

(a) References to Clauses and Schedules are references to Clauses of, and to
Schedules to, this Agreement and references to Paragraphs of the Schedule are
references to Paragraphs of the Schedule to this Agreement, except where the
context requires otherwise, or where there would be a conflict with the express
terms of this Agreement, references within a Schedule to paragraphs are to
paragraphs of that Schedule;

(b) References to this Agreement, or to any other document, are respectively to be

construed as references to this Agreement or to that document as in force for
the time being, and as amended, supplemented or replaced in any manner;

(c) Except where the context requires otherwise, or where there would be a
conflict with the express terms of this Agreement, words denoting the singular
number include the plural and vice versa, and use of one gender includes both
and the other;

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 (d) The expression this Clause shall unless followed by reference to a specific
provision be deemed to refer to the whole Clause (not merely the Sub-Clause,
paragraph or other provision) in which the expression occurs;

(e) The covering page and Clause headings in this Agreement are all inserted for
convenience of reference only and are to be ignored in construing this
Agreement;

(f) Except where the context requires otherwise, or where there would be a
conflict with the express terms of this Agreement, in this Agreement “writing”
and “written” both include facsimile transmissions and exclude electronic mail;

(g) A document is in the agreed form if it is in the form of a draft agreed between
and initialled by or on behalf of the Parties;

(h) References to a person include an individual, body corporate wherever

incorporated, unincorporated association, trust or partnership (whether or not
having separate legal personality) government, state or agency of a state or two
or more of the foregoing;

(i) Reference to the “Seller”, “Buyer” or any “Party” shall be construed so as to

include its successors in title, permitted assigns and permitted transferees; and

(j) References to a business day means a day (not being a Saturday or Sunday) on
which banks are open for normal banking business in Zurich.

2 Sale and Purchase

2.1 The Seller agrees to sell with full title guarantee and the Buyer agrees to buy the
Shares and each right (at or after the date of this Agreement) attaching to the Shares
free of any Encumbrance.

2.2 The purchase price of the Shares shall be zero EUR (EUR 0)

3 Conditions

3.1 Completion shall be conditional upon and subject to the satisfaction or waiver, of each
of the Conditions Precedent being satisfied or waived by the Parties:

(a) all consents from all Regulatory Authorities or third parties has been obtained
by the Parties and are in full force and effect, all notices to all Regulatory
Authorities or third parties has been timely delivered and all filings with all
Regulatory Authorities which may be necessary in connection with the
Completion, has been timely and completely made;

(b) each Party has submitted to the other Party its relevant authorisations,
satisfactory in form and substance to such other Party, permitting it to enter
into and to perform this Agreement and any other agreements contemplated by
this Agreement and authorising its signatory to sign this Agreement and any
other documents contemplated to be signed in relation to this Agreement;

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 (c) each and every of the Party’s Warranties is true and correct, except as may be
agreed to by the other Party.

3.2 Waiver of Conditions Precedent

(a) Each Party agree that the Conditions Precedent set out in Clause 3.1 are for the
sole benefit of the other Party and that the other Party may at any time
unilaterally waive, in whole or in part and conditionally or unconditionally, any
of such Conditions Precedent, to the extent such condition is capable of being
waived, by sending a notice in writing containing a written waiver in respect of
satisfaction of such Conditions Precedent indicating to what extent such
Conditions Precedent are waived.

(b) Any waiver made by any Party becomes effective on the date when such
waiver is received by the respective receiving Party in accordance with Clause
9.

3.3 Satisfaction of Conditions Precedent

The Parties shall use their best efforts to ensure the satisfaction of the Conditions
Precedent prior to Completion.

4 Termination

Each Party shall have the right to terminate this Agreement without liability to pay any
damages to the other Party by notice to the other Party, in which case this Agreement
shall automatically terminate with immediate effect, if:

(a) the Conditions Precedent referred to in Clause 3.1 hereof are not satisfied as of
the end of business hours of the business day preceding the last day of the
Completion deadline;

(b) any Warranty is not true and correct in all respects.

5 Completion

5.1 Completion shall occur within 30 days upon signing of the present agreement, at the
office of the Company, or such other place as the Parties may agree in writing.

5.2 On Completion the Parties shall undertake the following actions in the following
order:

(a) The Seller shall deliver to the Buyer the bearer share certificate of the
Company representing 100% of the shares in the Company.

(b) The Buyer shall transfer the Purchase Price pursuant to clause 2.2 of the
present Agreement or settle the Purchase Price in any other way agreed upon
between the parties within 30 days upon signing the present agreement

5.3 The Seller undertakes to sign any such documents and take any such action and
procure that any officer of the Seller and of the Company signs such documents and

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 takes such action as may be required after the Completion to register the changes to
the shareholders of the Company occurring further to the transfer of the Shares to the
Buyer in accordance with this Agreement.

6 Warranties

6.1 The Warranties are given at the date of this Agreement and shall be deemed to be
given at the time of Completion by reference to the circumstances subsisting at that
time and shall remain in full force and effect notwithstanding Completion. The Seller
acknowledges that the Buyer is entering into this Agreement upon the basis of, and in
reliance upon, the Warranties of the Seller.

6.2 Each Warranty is to be construed independently and (except where this Agreement
provides otherwise) is not limited by a provision of another Warranty.

6.3 Each Party hereby warrants to the other Party that as of the date of this Agreement and
on each day within the term of this Agreement:

(a) the Party is duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation. The Party has all requisite
power and authority to execute this Agreement, to perform its obligations
hereunder and to consummate the transaction contemplated hereby. This
Agreement has been duly authorized by all requisite corporate action of the
Party. This Agreement creates valid and legally binding obligations of the
Party enforceable against it in accordance with its respective terms subject, as
to enforcement, to applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors’ rights generally and to
general equitable principles;

(b) all consents required to be obtained by the Party in connection with the
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby or compliance with the provisions hereof, the
absence of which would materially impair the ability of the Party to perform its
respective obligations hereunder, have been or shall be properly obtained or
made;

(c) no action has been taken by, nor any action be pending or credibly threatened
by, any Regulatory Authority of competent jurisdiction to make illegal, enjoin,
restrain or otherwise prohibit the signing and delivery of this Agreement or the
consummation of the transactions contemplated hereby;

(d) the execution, delivery and performance by the Party of this Agreement, and
the consummation of the transactions contemplated hereby, do not and will not
conflict with, contravene, result in a violation or breach of or default under
(with or without the giving of notice or the lapse of time, or both) any laws
applicable to a Party or any contract, agreement or other instrument to which
the Party is a party.

(e) The Shares are and shall on completion be free from encumbrances;

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 (f) All statutory registers, books and records relating to the Company are up to
date, maintained and in order.

6.4 For the purposes of this Agreement the Seller warrants that it has made due, diligent
and careful enquiries before giving any Warranty.

7 Confidentiality

7.1 No Party, its officers, directors, employees, financial advisors, attorneys, accountants,
consultants, agents or other representatives, will disclose any Confidential
Information, acquired from the other Party, in any way to any person without the prior
written consent of the other Party.

7.2 Notwithstanding any provision to the contrary set forth herein, a Party may, without
such consent, disclose any such Confidential Information:

(a) to any affiliate of such Party, provided that the disclosing Party will remain
liable for any breach of confidentiality by its Affiliate to whom any disclosure
of Confidential Information has been made; or

(b) to any outside professional consultants or other professional advisors consulted

in connection with the subject matter of this Agreement, provided that the
disclosing Party will remain liable for any breach of confidentiality by such
consultants or advisers to whom any disclosure of Confidential Information has
been made; or

(c) to comply with any applicable law, regulation or order or the requirements of
any recognized stock exchange on which such Party’s shares are listed; or

(d) to the extent necessary in order to enforce its rights under this Agreement.

7.3 The provisions of this Clause 7 shall not apply to Confidential Information that:

(a) is or becomes publicly available without fault of the receiving party or any of
the persons to whom it makes the disclosure under this Clause 7; or

(b) is disclosed to a Party by a person who, to such Party’s knowledge, is not under
any legal obligation to the other Party or its affiliates prohibiting such
disclosure; or

(c) is known by the receiving party as evidenced by written record before

disclosure hereunder; or

(d) is independently developed by the receiving party without the benefit of any
Confidential Information.

7.4 The obligations provided in this Clause 7 shall continue to apply after the termination
of this Agreement without limit in time.

8 General

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8.1 No provision of this Agreement may be amended, modified, waived, discharged or
terminated otherwise than by the express written agreement of the Parties, nor may
any breach of any provision of this Agreement be waived or discharged except with
the express written consent of the Parties.

8.2 This Agreement supersedes any arrangements, understanding or any previous

agreement between the Parties relating to the subject matter covered herein.

8.3 This Agreement shall be binding upon and inure for the benefit of the successors and
assignees of the Parties. The Seller and the Buyer, and their respective successors and
assignees shall not be entitled to (i) assign, (ii) transfer, (iii) charge (iv) declare or
create a trust or other interest over or (v) deal in any other manner with this Agreement
or any of its rights or obligations under it without the prior written consent of the other
Party, except otherwise is directly provided in this Agreement.

8.4 The failure to exercise or delay in exercising a right or remedy provided by this
Agreement or by law does not impair or constitute a waiver of the right or remedy or
an impairment of or a waiver of other rights or remedies. No single or partial exercise
of a right or remedy provided by this Agreement or by law prevents further exercise of
this right or remedy or the exercise of another right or remedy. Each Party’s rights
and remedies contained in this Agreement are cumulative and not exclusive of rights
or remedies provided by law.

8.5 Except where this Agreement or the relevant document provides otherwise, each Party
shall pay its own costs relating to the negotiation, preparation, execution and
performance by it of this Agreement and of each document referred to in it. The Seller
shall be solely liable for any tax which in accordance with any applicable law shall be
paid by the Seller or withheld by the Buyer from the amount of the Purchase Price.

8.6 Each Party’s rights and remedies contained in this Agreement are cumulative and not
exclusive of rights or remedies provided by laws.

9 Notices and Accounts

9.1 A notice or other communication under or in connection with this Agreement

(hereinafter a “Notice”) shall be:

(a) in writing;

(b) made in English; and

(c) delivered personally or sent by pre-paid recorded delivery (via DHL or UPS or
other analogous courier service) or by fax to the Party due to receive the
Notice, to the address or fax number specified by that Party by not less than 7
days' prior written notice to the other Party.

9.2 Unless there is evidence that it was received earlier, a Notice is deemed received if:

(a) delivered personally, when left at the address referred to in Clause 9.1.c;

(b) sent via DHL or UPS or other analogous courier service, three (3) business
days after posting it;

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 (c) sent by fax, when confirmation of its transmission has been recorded by the
sender's fax machine.

9.3 The bank account details of the Parties will be agreed by Parties.

10 Governing Law and Dispute Resolution

10.1 This Agreement and any rights and obligations of the Parties stipulated herein, shall be
governed by and construed in accordance with Swiss law, to the exclusion of the
Vienna Convention on the International Sale of Goods.

10.2 The ordinary Courts in Zurich (Switzerland) shall have exclusive jurisdiction in
respect of all and any disputes arising out of or in connection with the present
agreement.

11 Language and Counterparts

11.1 This Agreement is drawn up in English. If this Agreement is translated into another
language, the English text prevails.

11.2 This Agreement is executed in that number of counterparts that will be required by the
Parties, and any counterpart shall be of equal legal standing.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on
the day and year first above written.

SIGNATORIES

Buyer Seller

______________________ ______________________