THIS AGREEMENT is made on the______day of

_______ 2022

between

(1) NG BEE HAR (NRIC No. S0197624I), of 4 Windsor Park Hill Singapore 574197
(the “Vendor”);

and

(2) IMPACT ANALYSIS CONSULTING PTE LTD (UEN No. 201629414D), a company incorporated
in Singapore and having its registered address at 25 Kaki Bukit Road 4 #06-46 Synergy @ KB
Singapore 417800
(the “Purchaser”).

In this Agreement, Vendors and Purchaser shall individually be referred to as a “Party” and collectively
as the “Parties”.

PREAMBLE:

A. The Vendor is the legal and beneficial owner of all 50,000 issued and fully paid-up Ordinary
Shares (“Sale Shares”) in S & H Motor Pte Ltd (UEN No. 198701322K) (the “Company”). The
Company is in the business of repair and maintenance of motor vehicles. The Company is a going
concern and the owner of the assets listed in schedule of assets at Annex A.

B. The Company is a tenant of a JTC workshop cum office unit known as 160 Sin Ming Drive #07-02
Sin Ming Autocity Singapore 575722.
C. The Purchaser is interested to purchase all the shares in the Company (the sale shares) so as to
take over all the business, goodwill and assets of the Company, [subject to Jurong Town
Corporation’s approval of change of shareholding of the Company.
D. The Vendor is, as at the date of this Agreement, the legal and beneficial owner of the entire issued
and paid-up share capital, comprised of the Sale Shares.
E. The Purchaser has expressed interest to acquire the Company as a going concern on the terms of
the Purchaser’s Letter of Offer together with payment of $410,000.00 as a good faith deposit,
which shall be applied to set off the consideration payable under a legally binding sale and
purchase agreement in respect of the Sale Shares;
F. The Vendor wishes to sell, and Purchaser agrees to purchase all the Sale Shares of the Vendor to
effect such intention on the terms and conditions contained herein.

IT IS AGREED:

1. Definitions and Interpretation

1.1. In this Agreement unless the context otherwise requires:

“ACRA” means the Accounting and Corporate Regulatory

Authority;
"Agreement" means this Agreement, and includes all amendments
and variations thereof and any agreement or other
document made or which may be made supplemental
thereto from time to time;

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“Authority” includes any governmental department, ministry,
statutory board or other entity having regulatory or

Page 2 of 18
 licensing authority over the Company, its business
and/or the Property;
“Board” means the Board of Directors of Company;
“Company” refers to S & H Motor Pte Ltd (UEN No. 198701322K), a
company incorporated in Singapore and having its
registered address at 160 Sin Ming Drive #07-02 Sin
Ming Autocity Singapore 575722;
“Completion” means the completion of the sale and purchase of the
Sale Shares pursuant to Clause 5;
“Completion Date” means such date set out in clause 5.1;
“Constitution” means the memorandum and articles of association of
the Company,
“Director” means a director of the Company from time to time;
“Disclosed Encumbrances” means the encumbrances disclosed by the Vendor
pursuant to its Disclosure Letter;
“Disclosure Letter” means the letter of even date from the Vendor to the
Purchaser disclosing:-
(i) information constituting exceptions to the
Warranties; and
(ii) details of other matters relating to the Sale
Shares, the Company, the Company’s business
or assets .
“Encumbrance” means any of the following:-
(a) mortgage, assignment of rental and/or sale
proceeds, assignments of receivables, debenture,
charge, hypothecation, lien, pledge, title retention,
right to acquire, or other security interest of any
kind;
(b) option, right of first refusal, pre-emptive right or
other right to purchase, and any proprietary,
equitable, contractual or other interest or claim;
(c) restriction or condition of any kind, including any
restriction on use, voting, transfer, receipt or
income, or exercise of any other attribute of
ownership; and
(d) any other type of preferential arrangement
(including without limitation, a title transfer or
retention arrangement) having similar effect;
“IRAS” means the Inland Revenue Authority of Singapore;
“JTC” means the Jurong Town Corporation;
“Lease Agreement” means the tenancy agreement between JTC and the
Company dated 23 February 22;
“Property” refers to the office unit at 160 Sin Ming Drive #07-02 Sin
Ming Autocity Singapore 575722;
“Purchase Price” means the sum of S$2,050,000.00 to be paid by the
Purchaser to the Vendor in consideration for the
purchase of the Sale Shares;

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 “Sale Shares” means all the ordinary shares of the Company which
represent 100% of the issued and paid up capital of the
Company as at the date of this Agreement;
“Shares” means the ordinary shares of the Company and “Share”
shall have the corresponding meaning;
“Shareholders” means the shareholders of the Company;
“S$” means the lawful currency of Singapore;
“Warranties” refer to warranties and representations contained in
Clause 8 .

1.2. In this Agreement:

1.2.1. references to Clauses and Schedules are to be construed as references to the
clauses and schedules to this Agreement;
1.2.2. the Schedules to this Agreement are an integral part of this Agreement, and
references to this Agreement shall include references to such Schedules;
1.2.3. clause headings are inserted for convenience of reference only and shall not
affect the interpretation of this Agreement;
1.2.4. words importing the plural shall, except where the context otherwise requires,
include the singular and vice versa;
1.2.5. the words “including,” “includes,” and “include” are deemed to be followed by
the words “without limitation.”;
1.2.6. references to the masculine gender shall include the feminine or neuter
genders and vice versa;
1.2.7. references to persons shall be construed as references to an individual, firm,
company, body corporate, statutory board, government body, incorporated
body of persons, association or trust as the context may require, and their
respective successors in title and assigns;
1.2.8. a reference to writing or written includes email;
1.2.9. a reference to a statutory provision shall include such provision and any
regulations made in pursuance thereof as from time to time modified or re-
enacted whether before or after the date of this Agreement so far as such
modification or re-enactment applies or is capable of applying to any
transaction entered into prior to Completion and (so far as liability thereunder
may exist or can arise) shall include also any past statutory provisions or
regulations (as from time to time modified or re-enacted) which such provisions
or regulations have directly or indirectly replaced; and
1.2.10. any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those
terms.
1.3. No provision of this Agreement will be construed adversely to a party solely on the ground
that the party was responsible for the preparation of this Agreement or that provision.

2. Conditions Precedent
2.1. The sale and purchase of the Sale Shares is conditional upon the fulfilment of all of the
following conditions precedent (the “Conditions Precedent”):

(a) the approval of the Shareholders for the transaction contemplated under this
Agreement being obtained and such approval not having been withdrawn or
amended, on or before the Completion Date;

(b) the approval of the board of directors of the Vendor for this Agreement and the
transaction(s) contemplated under this Agreement;

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 (c) JTC approval for the change of shareholding of the Company.

(d) there shall be no material breach of any of the Warranties contained in this
Agreement as of Completion Date by the Vendor, which breach has a material
adverse effect on the financial position of the Company;

(e) all undertakings in Clause 5.2 having been complied with before Completion;

(f) each of the Warranties remaining true and not misleading in any material respect at
Completion, as if repeated at Completion; and

(g) there shall not be any damage by fire or other risk or contingency to any part of the
permanent buildings, structures, plant or equipment comprised in the Property;

3. Sale and Purchase

3.1. The Vendor, as legal and beneficial owner of the Sale Shares hereby agrees to sell and the
Purchaser agrees to purchase all the Sale Shares on the terms of this Agreement.
3.2. All of the Sale Shares shall be sold free of all options, liens, charges, claims, equities and
Encumbrances and together with the right to all dividends and other distributions of
whatsoever nature declared after Completion in respect thereof and also together with the
dividends, bonuses and the benefit of all other rights and advantages of any bonus shares
issue, if any or any rights issue belong to or accrue thereon for the Company as at and from
the Completion Date.

4. Consideration
4.1. the consideration for the Sale Shares payable by the Purchaser to the Vendor shall be
S$2,050,000.00. The deposit amounting to S$410,000.00, which has been paid by
Purchaser pursuant to the Letter of Offer, shall be applied towards the Purchase Price.
4.2. The Purchaser shall in addition pay to Vendor an adjustment amount being the
(a) 31 December 2022 Balance Sheet Nett Asset inclusive of trade debtors (at 85%
valuation) and trade creditors, cash at bank, other debtors, other creditors & accruals
& pro rata reimbursement of any outgoings for the Company (Property) including
property tax, insurance and utilities; and&
(b) 50% valuation of unfinalised recoverable trade debtors arising from 2022 insurance
repair jobs.
4.3. The vendor shall send an adjustment account together with supporting documents to the
Purchaser latest on 31 January 2023 (at least 14 days before the completion date) to
enable the Purchaser to verify and arrange payment of the same on 28 February 2023
(completion.) .

5. Completion
5.1. The sale and purchase of the Sale Shares shall, subject to the provisions of this Agreement,
be completed at the office of Purchaser’s solicitors or such other venue as parties may
mutually agree on 2 January 2023 (the “Completion Date”) or such other date as may be
mutually agreed by the parties on account of JTC approvals and requirements.
5.2. On Completion the Vendor shall deliver to the Purchaser possession of the Property
together with:

(a) the original share certificates in respect of the Sale Shares together with the share
transfer forms duly executed by the Vendor and witnessed by the Vendor’s solicitors
and/or notary public, in favour of the Purchaser and/or their respective nominee(s);

(b) the original duly stamped Lease Agreement in respect of the Property;

(c) all the books, registers, records and contracts of the Company and

(d) the original signed and undated letters of resignation of the Vendor and Fang Lum
@ Lum Yoke Fong (NRIC No.: S7402245F) of 4 Windsor Park Hill, Windsor Park,
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 Singapore 574197 as directors of the Company.

(e) Employment letter of Mr Lum Wee Keat for a period of 9 months from Completion
Date at a salary of $3,500.00 per month with working hours from 9am to 5pm on
Mondays to Fridays.

(f) Employment letter of Ng Bee Har as advisor to the Company for a period of 9
months from Completion Date at a salary of $1,500.00 per month with working hours
from 9am to 5pm on Mondays to Fridays.

5.3 On Completion Date, the Purchaser shall make payment of the Consideration by way of
Cashiers Orders in favour of the Vendor.

5.4 Notwithstanding Clause 6.1, if in any respect any of the provisions of Clauses 5.2 and 5.3
are not complied with by the Vendor or the Purchaser on Completion Date, the Purchaser, in
the case of non-compliance by the Vendor, or the Vendor, in the case of non-compliance by
the Purchaser, shall not be obliged to complete the sale and purchase of the Sale Shares
and may, in its sole discretion, by written notice to the other Party (without prejudice to all
other rights or remedies available to the terminating Party including the right to claim
Damages):

(a) elect to defer Completion to a date not more than thirty (30) Business Days after
Completion Date, in which event the provisions of this Clause 6 shall apply, mutatis
mutandis, if the other Party fails to or is unable to perform any such obligations on
such other date; or

(b) proceed with Completion to the extent that the other Party is ready, able and willing to
do so (without prejudice to its rights to claim Damages for the other Party’s failure to
comply with any of the conditions in this Clause 6 or any of its rights under this
Agreement) and specify a later date on which the other Party shall be obliged to
complete its outstanding obligations; or

(c) terminate this Agreement in which case neither Party shall have any claim of any
nature whatsoever against the other Party under this Agreement (save in respect of
any rights and liabilities of the Parties which have accrued prior to termination.

5.5 Payment by the Purchaser as aforesaid shall be a full and complete discharge of all
payment obligations of the Purchaser to the Vendor under this Agreement.

6. Vendors’ Obligations
6.1. The Vendor agrees to fully disclose all relevant information regarding the Company, its
business and the Property to Purchaser and/or its authorised representatives.
6.2. Without prejudice to Vendor’s other obligations to indemnify Purchaser contained elsewhere
in this Agreement, Vendor shall indemnify and keep indemnified Purchaser against losses,
liabilities, indebtedness, claims, penalties, fines, damages, costs (including but not limited to
any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs) on an indemnity basis and expenses caused by or resulting from:-

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 6.2.1. the Company’s business operations, its acts and/or omissions, its transactions
and/or dealings with any employee, agent, supplier, service provider, customer,
creditor, Authority (including JTC, IRAS or ACRA) or third party; and
6.2.2. the decisions, acts and/or omissions on the part of Vendor in their capacity as
directors and/or shareholders of the Company.
which had occurred at any time prior to and including the Completion Date.
6.3. The Vendor’s obligation of indemnity under this Clause 6 shall survive Completion and
continue in full force and effect notwithstanding Completion.

7. Representations and Warranties By Vendor

7.1. The Vendor hereby represents and warrants to and undertakes with the Purchaser at the
date hereof and Completion Date in the terms set out in Annex B subject only to:-
(a) any matter which is disclosed in or pursuant to the Disclosure Letter and any matter
referred to in the Management Accounts or expressly provided for under the terms of
this Agreement; and

(b) any matter or thing hereafter done or omitted to be done pursuant to this Agreement
or otherwise at the request in writing or with the approval in writing of the Purchaser.

7.2. The Vendor hereby warrants to the Purchaser that:-

(a) subject to the approval in Clause 5.2 it has full power and authority to enter into and
perform this Agreement and this Agreement constitutes valid and binding obligations
on it;

(b) neither the Company nor any of its directors has committed and/or is in breach of any
of the laws of any country in relation to the affairs of the Company and having an
adverse material effect on the affairs of the Company; Note: MAE qualifier is not
appropriate for this clause.

(c) it is or will be the sole legal and beneficial owner of the Sale Shares on Completion
and is entitled to sell and transfer the Sale Shares to the Purchaser, free and clear of
all Encumbrances together with all rights, dividends, entitlements and benefits
attaching thereto and no other person has any rights of pre-emption over the Sale
Shares and no waivers or consents of any third party (other than approval of the
board of directors of the Company) are required to enable the Purchaser to be
registered as the holder of the Sale Shares;

(d) the Sale Shares are or will be validly allotted, issued and fully paid up and rank pari
passu among themselves; and

(e) subject to the approval in Clause 5.2 its execution and delivery of, and the
performance of its obligations under this Agreement will not result in a breach of any
order, judgment or decree of or undertaking to any court, government body, statutory
authority or regulatory body (including without limitation any relevant stock exchange)
to which the Vendor is a party or by which it is bound.:
(f)
(i) in a breach of any provision of its memorandum or articles of association (or
such other constitutive document as may be appropriate); and Note: Vendor is
an individual

in a breach of any order, judgment or decree of or undertaking to any court,

government body, statutory authority or regulatory body (including without
limitation any relevant stock exchange) to which the Vendor is a party or by
which it is bound.

(g) no person has any right to require, at any time, the transfer, creation, issue or
allotment of any share, loan capital or other securities of the Company (or any rights
or interest in them), and neither the Vendor nor the Company has agreed to confer
any such rights, and no person has claimed any such rights.
Page 7 of 18
7.3. The Vendor further warrants and undertakes to and with the Purchaser that:-

(a) each of the Warranties is true and accurate in material respects at the date of
this Agreement and at Completion; and

(b) in relation to any Warranty which refers to the knowledge, information or belief of the
Vendor, that it has made reasonable enquiry into the subject matter of that Warranty.

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 7.4 Notwithstanding Clause 5.2 above, tThe Warranties given in this Agreement shall not in any
respect be extinguished or affected by Completion and the benefits thereof may not be
assigned in whole or in part by the Purchaser to any third party without the Vendor’s prior
written consent (such consent not to be unreasonably withheld).

7.5 If prior to Completion, the Vendor shall become aware of any event which results or is likely
to result in any of the Warranties being unfulfilled, untrue, incorrect or misleading in any
material respect on Completion, the Vendor shall immediately notify the Purchaser in writing
thereof prior to Completion and it shall make any investigation concerning the event which
the Purchaser, without prejudice to any of its rights under this Agreement, may reasonably
require.

7.6 The Vendor shall procure that (save only as may be necessary to give effect to this
Agreement) it shall not do, allow or procure any act or omission before Completion which
would constitute a breach of any of the Warranties if they were given at Completion or would
make any of the Warranties unfulfilled, untrue, inaccurate or misleading in any material
respect if there so given.

7.7 The Vendor shall use its best reasonable endeavours to give to the Purchaser up to
Completion all such information and documentation relating to the Company in their
possession or control as the Purchaser shall reasonably require to enable it to be satisfied
as to the accuracy and due observance of the Warranties.

7.8 The Vendor Vendors further jointly and severally represent and warrant to Purchaser that:
(a) [the sale, and transfer of ownership of, the Sale Shares by Vendor to Purchaser does
not require the consent of JTC, and such sale and transfer will not breach any
undertaking, covenants and conditions contained in the Lease Tenancy Agreement
or such other document governing the Company’s use of the Property, especially if
such breach will result in the termination of the Lease Tenancy Agreement or
revocation of the Company’s right to use the Property; and] Note: Please provide us
with a copy of the Lease Agreement for review – the recital and 2.1(c) state that
this sale is subject to JTC approval yet this warranty states that JTC consent is
not required.
(b) the Warranties set out in the Schedule are true and correct as at the date of this
Agreement and on Completion.
7.9 Vendors undertake to immediately notify Purchaser of anything that comes to Vendors’
notice which is, to their knowledge, materially inconsistent with any of the Warranties.
7.10 Vendors shall indemnify Purchaser against all claims, damages, losses, liabilities, fines,
penalties, costs (including legal costs) and expenses that Purchaser may suffer or incur as
at the date of completion.
7.11 The Warranties shall survive Completion and continue in full force and effect
notwithstanding Completion.
8. Confidentiality
8.1 Each of the Parties agrees to keep strictly secret and confidential, and under no
circumstances to disclose to any person which is not a party to this Agreement, any
Confidential Information arising from or in connection with this Agreement unless disclosure
of such information is expressly permitted by the prior written consent in writing of the other
Party (such consent not to be unreasonably withheld).

8.2 Notwithstanding Clause 10.1, the confidentiality obligation shall not apply to:

(a) any information obtained from either Party which becomes generally known to the
public, other than by reason of any wilful or negligent act or omission of the other
Party or any of its agents, advisers or employees;

(b) any information obtained from any third party;

(c) any information which is required to be disclosed pursuant to any competent

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governmental or statutory authority or pursuant to rules or regulations of any relevant
regulatory body (including without limitation any relevant stock exchange);

Page 10 of 18
 (d) any information which is required to be disclosed pursuant to any legal process
issued by any court or tribunal whether in Singapore or elsewhere;

(e) any information disclosed by any of the Parties to their respective bankers, financial
advisers, consultants and legal or other advisers for the purpose of this Agreement
and the transaction contemplated herein; and

(f) any information which is reasonably required to be disclosed to persons who are
subject to duties of secrecy and confidence under the Banking Act (Cap. 19) of
Singapore, the Finance Companies Act (Cap. 108) of Singapore or such other similar
legislation in connection with the raising of funds by the Purchaser for the purposes of
this Agreement and the transaction contemplated herein.

9. Restriction On Announcements

9.1 Except as required by law or by any stock exchange or governmental or other regulatory or
supervisory body or authority of competent jurisdiction to whose rules the Party making the
announcement or disclosure is subject, whether or not having the force of law, no
announcement or circular or disclosure in connection with the existence or subject matter of
this Agreement shall be made or issued by or on behalf of the Vendor or the Purchaser
without the prior written approval of the other Party (such approval not to be unreasonably
withheld or delayed).

9.2 Where any announcement or disclosure is made in reliance on the exception in Clause 11.1,
the Party making the announcement or disclosure will use its reasonable endeavours to
consult with the other Party in advance as to the form, content and timing of the
announcement or disclosure.

10. WAIVERS

Unless expressly agreed in writing, no variation shall constitute a general waiver of any provisions of
this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this
Agreement, which have already accrued up to the date of variation, and the rights and obligations of
the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only
to the extent that they are so varied

Unless expressly agreed in writing, no variation shall constitute a general waiver of any provisions
of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this
Agreement, which have already accrued up to the date of variation, and the rights and obligations
of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and
only to the extent that they are so varied.

11. TIME OF THE ESSENCE

11.1 Time wherever mentioned in this Agreement shall be of the essence of this Agreement.
11.2 Notwithstanding the foregoing, any time, date or period mentioned in any provision of this
Agreement may be extended by mutual agreement of the Parties expressed in writing.

13.1 Time wherever mentioned in this Agreement shall be of the essence of this Agreement.

13.2 Notwithstanding the foregoing, any time, date or period mentioned in any provision of this
Agreement may be extended by mutual agreement of the Parties expressed in writing.

12. CONTINUING EFFECT

All provisions of this Agreement shall in so far as they have not been performed at Completion, not
in any respect be extinguished or affected by Completion and continue in full force and effect.

All provisions of this Agreement shall in so far as they have not been performed at Completion, not

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 in any respect be extinguished or affected by Completion and continue in full force and effect.

13. COMMUNICATION
13.1 Any notice or communication required to be given by a Party under this Agreement shall be in
writing and shall be delivered by hand or sent by prepaid registered mail or transmitted by e-
mail to the address or e-mail address of the addressee as stated above or to such other
address as the addressee may have from time to time notified the other Party for purposes of
this Clause.
13.2 Notices and communications shall be deemed to be effective:
a. if sent by registered mail, on the date of delivery;
b. if sent by registered mail, on the date of delivery;
c. if sent by electronic mail or facsimile, on the date of delivery; and
d.
e. if delivered by hand, on the date of delivery.
if sent by electronic mail or facsimile, on the date of delivery; and

Any notice or communication required to be given by a Party under this Agreement shall be in writing and
shall be delivered by hand or sent by prepaid registered mail or transmitted by e-mail to the address or e-
mail address of the addressee as stated above or to such other address as the addressee may have from
time to time notified the other Party for purposes of this Clause.
a. Notices and communications shall be deemed to be effective:
i. if sent by registered mail, on the date of delivery;
ii. if sent by electronic mail or facsimile, on the date of delivery; and

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if delivered by hand, on the date of delivery.
14. Further Assurance
Each Party agrees to use all reasonable endeavours to perform all further acts and things, and
execute and deliver such further documents, as the other(s) may reasonably require, to implement
and/or give effect to this Agreement.
Each Party agrees to use all reasonable endeavours to perform all further acts and things, and
execute and deliver such further documents, as the other(s) may reasonably require, to implement
and/or give effect to this Agreement.

15. No Partnership

Nothing in this Agreement shall constitute a partnership or establish a relationship of principal and
agent or any other relationship of a similar nature between or among any of the Parties hereto.
Nothing in this Agreement shall constitute a partnership or establish a relationship of
principal and agent or any other relationship of a similar nature between or among any of
the Parties hereto.

16. Independent Legal Advice

Each of the Parties acknowledges that this Agreement has been signed voluntarily and without
duress or undue influence exercised by any Party or any other person or persons. Each Party
agrees that the terms are fair, reasonable and equitable. Each of the Parties further confirms and
acknowledges that they have obtained or have had opportunity to obtain independent legal advice
regarding the contents of this Agreement
Each of the Parties acknowledges that this Agreement has been signed voluntarily and
without duress or undue influence exercised by any Party or any other person or persons.
Each Party agrees that the terms are fair, reasonable and equitable. Each of the Parties
further confirms and acknowledges that they have obtained or have had opportunity to
obtain independent legal advice regarding the contents of this Agreement .

17. Entire Agreement

This Agreement (together with any documents referred to herein or executed contemporaneously by
Parties in connection herewith) constitutes the whole agreement between Parties and supersedes
any previous agreements or arrangements between them relating to the subject matter of this
Agreement.

This Agreement (together with any documents referred to herein or executed

contemporaneously by Parties in connection herewith) constitutes the whole agreement
between Parties and supersedes any previous agreements or arrangements between them
relating to the subject matter of this Agreement.

18. Amendment

This Agreement may be amended or supplemented only by an instrument in writing signed by the
Parties.

18.1
This Agreement may be amended or supplemented only by an instrument in writing signed by the Parties.

19. Severability

19.1 If any provision or part of a provision of this Agreement shall be, or be found by any authority
or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or
unenforceability shall not affect the other provisions or parts of such provisions of this
Agreement, all of which shall remain in full force and effect.

19.2 Notwithstanding the foregoing, Parties hereto shall thereupon negotiate in good faith
in order to agree the terms of a mutually satisfactory provision to be substituted for the
provision so found to be illegal, invalid or unenforceable.

19.3 If any provision or part of a provision of this Agreement shall be, or be found by any
Page 13 of 18
 authority or court of competent jurisdiction to be, invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions or parts of such
provisions of this Agreement, all of which shall remain in full force and effect.

19.4 Notwithstanding the foregoing, Parties hereto shall thereupon negotiate in good faith
in order to agree the terms of a mutually satisfactory provision to be substituted for the
provision so found to be illegal, invalid or unenforceable.

20. Other Rights and Remedies

The remedies conferred by the provisions of this Agreement shall be in addition to any other remedy
that is available at law or in equity. The election of any one or more of such remedies by any of
Parties shall not constitute a waiver by such Party of the right to pursue any other available remedy
The remedies conferred by the provisions of this Agreement shall be in addition to any other remedy that is
available at law or in equity. The election of any one or more of such remedies by any of Parties shall not
constitute a waiver by such Party of the right to pursue any other available remedy.

21. Waiver
Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach
of the provision or of any other provision of this Agreement. No failure to exercise and no delay in
exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights
or remedies otherwise provided by law.
Any waiver of any breach of this Agreement shall not be deemed to apply to any
succeeding breach of the provision or of any other provision of this Agreement. No failure
to exercise and no delay in exercising on the part of any of the Parties hereto any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies otherwise provided
by law.

22. Non-Merger

Notwithstanding the completion of the sale and purchase of the Sale Shares, the terms and
conditions of this Agreement shall remain in full force and effect as between the Parties insofar as
the same are not fulfilled and shall not merge in the assurance to be executed upon completion of
the sale and purchase of the Sale Shares.

Notwithstanding the completion of the sale and purchase of the Sale Shares, the terms and
conditions of this Agreement shall remain in full force and effect as between the Parties insofar as
the same are not fulfilled and shall not merge in the assurance to be executed upon completion of
the sale and purchase of the Sale Shares.

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23. Binding Nature and Assignment
This Agreement shall be binding on Parties and their personal representatives, respective
successors-in-title and permitted assigns. None of the Parties shall be entitled to assign this
Agreement without the prior written consent of the other Parties. Any purported assignment in
breach of this Clause shall be null and void.

24. Indemnity
The parties shall indemnify and keep indemnified each other against all losses, damages, claims,
penalties, interest, costs (including legal costs) and expenses suffered or incurred as a result of
the other party’s breach of this Agreement.

25. Costs
Parties shall each bear their own costs (including legal costs) and expenses incurred in connection
with preparation, negotiation and execution of this Agreement. All costs and expenses incurred in
the enforcement of this Agreement shall be borne solely by the defaulting Party hereto.

26. Counterparts
This Agreement may be executed in one or more counterparts, and by Parties on separate
counterparts, but shall not be effective until each Party has executed at least one counterpart and
each such counterpart shall constitute an original of this Agreement but all the counterparts shall
together constitute one and the same instrument.

27. Third Parties’ Rights

a. A person who is not a Party to this Agreement shall not have or acquire any right to enforce
any term of this Agreement (including, but not limited to, any right to enforce or have the benefit of
any exclusion or limitation of liability contained in this Agreement) under the Contract (Right of
Third Parties) Act, Chapter 53B of Singapore. This Clause shall override any other Clause in this
Agreement that is or may be inconsistent with it.
28. Governing Law and Submission to Jurisdiction
The validity, construction and performance of this Agreement shall be governed by and interpreted
in accordance with the laws of Singapore, and Parties hereby irrevocably submit to the exclusive
jurisdiction of the Courts of Singapore for the purpose of deciding any dispute which arises or may
arise in connection with this Agreement, but this Agreement may be enforced by any Party in any
court of competent jurisdiction.

IN WITNESS WHEREOF Parties or their authorised representatives executed this Agreement on

the date stated above.

Signed by )
Ng Bee Har )
Date: )

in the presence of: )

Name: )
Date: )

Signed by )
for and on behalf of Impact Analysis )
Consulting Pte Ltd )
Date: )

in the presence of: )

Name: )
Date: )

Page 15 of 18
Annex A – Schedule of Assets

Page 16 of 18
 Schedule of Assets

Fixed Assets:
2022 Unfinalised Cases:

- Furniture & Fittings at cost $2,700.00

- Machinery & Tools (including Black Hawk System & Hydraulic Post Hoists) at cost
$114,398.00

- Office Partition, Electrical Works and Renovation at cost $78,058.25

- Air-conditioners at cost $8,500.00

Page 17 of 18
Annex B – Vendor’s Warranties

Page 18 of 18
 Vendor’s Warranties

1. Accounts, Management Accounts, Proforma Financial Statement and Net Tangible Assets

1.1 The Management Accounts of the Company were prepared in a manner consistent with the
accounting principles, standards and practices generally accepted in Singapore.

1.2 Without limiting the generality of paragraph 1.1 above, with respect to the Company, its
Management Accounts disclose all its liabilities (whether actual, contingent or disputed and
including finance lease commitments), all outstanding capital commitments and all its bad or
doubtful debts in accordance with the accounting principles, standards and practices generally
accepted in Singapore as at the relevant date of the Management Accounts.

1.3 The Proforma Financial Statement was prepared in a manner consistent with the accounting
principles , standards and practices generally accepted in Singaporeadhered to by the Company
and is fair and not misleading in any material respect.

2. Changes since Management Accounts Date

Since the Management Accounts Date up to the date of Completion as regards the Company:

2.1 the Company has been carrying on business in the usual way;

2.2 it has not disposed of any assets or assumed or incurred any material liabilities (including
contingent liabilities);

2.3 it has not borrowed any money or issued any guarantee or created any charge or Encumbrance
over any asset other than as disclosed in the Disclosure Letter, its Accounts and/or Management
Accounts;

2.4 save as disclosed in the Disclosure Letter, no share has been allotted or issued or agreed to be
issued;

2.5 save as disclosed in the minute books, no resolutions have been passed and nothing has been
done in the conduct or management of the affairs of the Company which would be likely to
materially reduce the NTA of the Company.

3. Litigation

Since the Management Accounts Date to Completion Date,

3.1 no material claim in damages has been made against the Company;

3.2 save as disclosed in the Disclosure Letter, the Company is not involved, whether as
plaintiff/claimant or defendant or other party, in any legal action, proceeding, prosecution,
investigation (including by Taxation authorities), enquiry or arbitration (other than as
plaintiff/claimant in the collection of debts arising in the ordinary course of its business) of
material importance to the Company as a whole;

3.3 the Company has not committed any criminal, illegal or other unlawful act or any material breach
of contract or statutory duty or any tortious or other act or default which could lead to a claim or
proceedings against the Company or give rise to or increase a material liability or obligation of
the Company or which could entitle any other person to terminate any material contract to which
the Company is a party; or

3.4 to the best of the knowledge, information and belief of the Vendor, neither the Company nor its
officers nor its employees has, for the purposes of securing any contract for the Company, given
or offered any bribe or any corrupt, unlawful or immoral payment/contribution or other
inducement.

4. Taxation
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4.1 There is no material liability on the Company in respect of which a claim for Taxation could be
made and there are no circumstances likely to give rise to such a liability.

4.2 Save as disclosed in the Disclosure Letter, all documents the enforcement of which the
Company may be interested have been duly stamped and no document belonging to the
Company as at the date of this Agreement or at Completion which is subject to ad valorem
stamp duty is or will be unstamped or insufficiently stamped; nor has any relief from such duty
been improperly obtained, nor has any event occurred as a result of which any such duty from
which the Company has obtained relief, has become payable; and all stamp duty payable upon
any transfer of shares in or to the Company before Completion has been duly paid.

4.3 Without prejudice to the generality of paragraph 4.2, the Company has paid all stamp duties
payable in connection with the Lease Agreement for the Property, including stamp duty payable
on any duplicate document.

4.4 In relation to goods and services tax, the Company:

4.4.1 has been duly registered and is a taxable person and that there is no reason to believe
that after due consideration, such goods and services tax registration or status will be
revoked withdrawn or cancelled;

4.4.2 has complied, in all respects, with all statutory requirements, orders, provisions,
directions or conditions;

4.4.3 maintains complete, accurate and up-to-date records as is required by the applicable
legislation; and

4.4.4 has not been required by the relevant authorities of customs and excise to give security.

4.5 Since the Management Accounts Date, the Company has not paid or become liable to pay any
penalty or interest under any Taxation statute.

4.6 The Company has not been the subject of an investigation, discovery or access order by or
involving any Taxation authority and there are no circumstances existing which make it likely that
an investigation, discovery or order will be made.

4.7 To the best of the knowledge, information and belief of the Vendor, the Company (i) is not and
has not at any time been subject to Taxation or been a tax resident in any jurisdiction outside
Singapore, and (ii) has not carry on and has not at any time carried on any trade, business or
other activity to constitute a permanent establishment under the relevant double tax agreements
or tax legislation outside Singapore as at the date of this Agreement.

5. Tax returns

The Company has duly made all returns and given or delivered all notices, accounts and
information which on or before the date of this Agreement and on Completion Date ought to have
been made, given or delivered for the purposes of Taxation and all such returns, notices,
accounts and information (and all other information supplied to the Inland Revenue Authority of
Singapore or other fiscal authority concerned for any such purpose) have been complete and
correct and made on a proper basis and none of such returns, notices, accounts or information is
disputed in any respect by the fiscal authority concerned and there is no fact known to the
Vendor after making due and careful enquiries which might be the occasion of any such dispute
or of any claim for taxation in respect of any financial period down to and including the Audited
Unaudited Accounts Date not provided for in the Audited Unaudited Accounts of the Company.

6. Employees

There are no amounts owing to any present or former director or former employee of the
Company and no present or former director or former employee of the Company has any claim
against the Company or right to be indemnified by the Company arising out of an act or omission
in the course of his office or employment as at the date of this Agreement and on Completion
Date.

Page 20 of 18
7. Debts to, contracts with other persons

7.1 Save as disclosed in the Accounts, there are:

7.1.1 no loans made by the Company or debts (whether or not due for payment and including
contingent liabilities) or unfulfilled obligations (present or future, actual or contingent)
owing to any present or former director or former employee of the Company or the
Vendor;

7.1.2 save for the Lender’s outstanding loans and debts arising out of the ordinary course of
business, in an aggregate sum of not exceeding S$NIL _____(Singapore Dollars NIL
_____ Only), no debts owing by the Company;

7.1.3 no securities given by or to the Company (including but not limited to guarantees and
indemnities) for any such loans or debts as set out in paragraphs 7.1.1 and 7.1.2;

7.1.4 no security or guarantees given by the Company in respect of any debts, loans or
borrowings of any third parties; and

7.1.5 no material claims made against the Company by the Vendor or any present or former
director or former employee of the Company.

7.2 The Company is not a party to any material contract which: (i) is outside the ordinary course of
its business; or (ii) is not on an arm’s length basis.

8. Capital commitments, Contracts and Guarantees

The Company:

8.1 has no capital commitment as at the date of this Agreement and as at Completion Date;

8.2 save for the Tenancy Agreements and any other agreements supplemental or ancillary thereto,
is not a party to any existing contracts;

8.3 has not delegated any powers under a power of attorney which remains in effect;

8.4 has not by reason of any default by it in any of its obligations become bound or liable to be called
upon to repay prematurely any loan capital or borrowed moneys;

8.5 has not entered into or is bound by any guarantee or indemnity under which any liability or
contingent liability is outstanding;

8.6 is not and has not entered into any written agreement to become (i) a member of any joint
venture, consortium, partnership or other unincorporated association; or (ii) a party to any
agreement or arrangement for participating with others in any business sharing commissions or
other income; and

8.7 after the date of this Agreement, will not at any time prior to Completion sell or otherwise dispose
of any shares or assets in circumstances such that it is, or may be, still subject to any liability
(whether contingent or otherwise) under any representation, warranty or indemnity given or
agreed to be given on or in connection with such sale or disposal.

9. Insurance

9.1 The Company has duly and properly insured the Property against fire risks only.

9.2 In respect of all such insurances:

9.2.1 all premiums have been duly paid to date;

Page 21 of 18
 9.2.2 all the policies are in force and are not voidable on account of any act, omission or non-
disclosure on the part of the insured party; and

9.2.3 none of the insurance policies is subject to any special or unusual terms or restrictions or
to the payment of any premium in excess of the usual rate.

9.3 The Company has not made any material claim on its insurers.

10. Title to and condition of assets

10.1 All tangible assets are legally and beneficially owned by the Company and there is no option, right
to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or
affecting the tangible assets of the Company and there is no agreement or commitment to give or
create any of the foregoing.

11. Compliance with leases and other agreements

11.1 Save as disclosed in the Disclosure Letter, the material terms of the Head Lease, and all other
material agreements of whatsoever nature to which the Company is a party or is bound by, have
been duly complied with by the Company.

12. Statutory and other requirements, consents and licences

12.1 The Company has carried on its business in accordance with applicable laws, regulations and
byelaws of Singapore and there are no breaches by the Company which may have a material
adverse effect upon its assets or business.

12.2 All statutory and other requirements applicable to the carrying on of the business of the
Company and all conditions applicable to any licences and consents involved in the carrying on
of such business have been complied with and the Vendor is not aware of any breach thereof.

13. Books and records

13.1 All constitutional documents, statutory records, registers and minute books and the books of
account of the Company is duly updated and maintained in accordance with all legal
requirements applicable thereto and contain in all material respects accurate and complete
records of all matters required to be dealt with therein.

13.2 All such books and all records and documents (including documents of title) which are its
property, in its possession or under its control and all accounts, documents and returns required
to be delivered or made to the competent authorities in Singapore have been duly and correctly
delivered or made.

13.3 The Company has not received any notice of any application or intended application under the
relevant Companies’ legislation for the rectification of the Company’s statutory records, registers
and/or minute books.

13.4 All charges in favour of the Company have (if appropriate) been registered in accordance with
the provisions of the Companies’ Act (or equivalent legislation in the relevant jurisdiction).

14. Options on share capital

14.1 No unissued shares of the Company is under option or agreed conditionally or unconditionally to
be placed under option or created or issued.

14.2 There is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or
encumbrance on, over or affecting the shares of the Company and there is no agreement or
commitment to give or create any of the foregoing.

15. The Properties

15.1 There are no outstanding land rents or quit rents payable by the Company under the Lease

Page 22 of 18
Agreement in respect of the period before Completion.

Page 23 of 18
15.2 There has been no breach of the Lease Agreement.

15.3 Save as disclosed in the Disclosure Letter, consent is required from the JTC for the assignment
of the Tenancy Agreement.change in shareholding of the Company.

15.4 There are no rent reviews in progress under the Tenancy Agreements.

16. Corporate Matters

16.1 The Company has been duly incorporated and is validly existing under Singapore law.

16.2 The Sale Shares constitute all the issued shares in the Company.

16.3 To the knowledge information and belief of the Vendor, the Company does not have and has
never had any place of business or branch or permanent establishment outside its jurisdiction of
incorporation.

16.4 The Company has not reduced, repaid or purchased any of its share capital, and there are no
options or other agreements outstanding which call for the issue of or accord to any person the
right to call for the issue of any shares in the capital of the Company or the right to require the
creation of any Encumbrance over any shares in its share capital.

17 Fees, Commissions and Brokerage

17.1 No person is entitled to recover from the Company any finders’ fees, brokerage or other
commission in connection with the sale and purchase of the Sale Shares under this Agreement.

17.2 No claim or demand for payment of commission, legal or accountancy fees or other payments
have been or will be made against the Company by any person directly or indirectly in
connection with the negotiations leading to this Agreement.

18 Contracts

18.1 Saved as disclosed in the Disclosure Letter, Nno event or omission has occurred or been
permitted to arise which would entitle any third party to terminate prematurely any contract to
which the Company is a party or call in any money or enforce any obligation before the date on
which payment or performance would normally be due.

18.2 The Company has provided complete and accurate records of the terms of all subsisting
contracts to which it is a party or by which it is bound.

19 Insolvency

19.1 No order has been made or petition presented or resolution passed for the winding-up, judicial
management or administration of the Company and there are no cases or proceedings under
any applicable insolvency laws in any jurisdiction concerning the Company.

19.2 No distress, execution or other process has been levied on any material asset owned by the
Company in Singapore.

19.3 No person has appointed a receiver or receiver and manager or other similar officer in respect of
the whole or part of the Company’s business or assets.

20 Licenses and consents

20.1 The Company holds all licenses, consents, permits and authorities ("Consents") necessary to
carry on its business in the places and in the manner in which it is carried on at the date of this
Agreement.

20.2 Each of the Consents is valid and subsisting and the Company is not in breach of the terms and
conditions of the Consents.
Page 24 of 18
20.3
There is no reason why any of the Consents may be revoked, suspended or cancelled (in
whole or in part), or may not be renewed on the same terms.
20.4

Page 25 of 18