THIS AGREEMENT is made on the <Day> day of <Month and Year>

BETWEEN
:1.THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1(collectively the
Founders" and individually a "Founder");
2.THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 2 (collectively the
Investors" and individually an Investor);

AND
3. <Company Name>, a company incorporated in Singapore with its registered address at
<Address> (the Company).
WHEREAS:(A) The Company is a private company limited by shares incorporated in Singapore under
the Companies Act (Cap. 50) and has at the date of this Agreement an authorised share
capital of <Cash Amount Invested> comprising <Number of Ordinary Shares> ordinary
shares of <Price of Share> each (Shares").
(B) Pursuant to the Share Purchase Agreement (defined below), the Investors agreed to
subscribe for, and the Company agreed to allot and issue to the Investors, inter alia
, an aggregate of <number of shares allocated to investor> Shares.
(C) As at the date hereof, the Investors are the registered owners of an aggregate of
<number of shares allocated to investor> Shares in the proportions set out opposite their
respective names in Schedule 2. As at the date hereof, the Founders are the registered
owners, free from all charges, liens and other encumbrances, of the remaining issued
capital of the Company of <remaining shares after investment held by Founders> Shares
in the proportions set out opposite their respective names in Schedule 1.
(D) The parties hereto have agreed to enter into this Agreement to give effect to their
intentions and to regulate their relations inter seand in the conduct of the business and
affairs of the Company.
IT IS HEREBY AGREED
as follows:1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless the subject or context otherwise requires:1.1 the following words and expressions shall have the following meanings:-

"
Act
" means the Companies Act (Cap. 50) of Singapore;
"
Articles
" means the new Articles of Association of the Company duly amended to the satisfaction
of the
Investors to reflect the terms of this Agreement (as from time to time amended, modified or
supplemented);
"
Auditors
" means the auditors from time to time of the Company and who are approved by the
Investors;
"
Board
" means the board of directors for the time being of the Company;

Business Day
means a day (other than Saturday and Sunday) on which commercial banks are open
for business in Singapore.
"
Connected Companies
" means collectively, any companies which are and may from time to time be
connected with the Company, and for these purposes, a company (the "Connected
Company") shall
also be deemed to be connected with the Company if:(a) any shareholder or director of the Company or any parent, uncle, aunt, grandparent,
spouse,
sibling or children of such shareholder or director (hereinafter
Connected Persons
) holds
the position of shareholder (whether legal or beneficial) or director in the Connected
Company
or directly or indirectly controls the Connected Company PROVIDED THAT for the
purposes
of this definition, a company shall not be deemed to be a Connected Company by reason
only
of any of the aforementioned persons being interested in the shares of such company if
such
interest is in shares representing less than 5% of the issued share capital of the company
and
such company is listed on a Recognised Stock Exchange; or
(b) the Connected Company directly or indirectly controls the Company. (The Connected
Company shall be deemed to control the Company if it has an interest of 25% or more in
the
shares of the Company),
and, "
Connected Company
" means, individually, any of them;
"
Directors
" means the directors for the time being of the Company and "