DATED THIS [•] DAY OF [•] 2014

BETWEEN

EACH OF THE PARTIES WHOSE NAME AND PARTICULARS ARE

SET OUT IN SCHEDULE 1 (collectively, “Shareholders”, and individually
a “Shareholder”)

AND

COMPANY NAME

SHAREHOLDERS AGREEMENT
 CONTENTS
Clause Page
1. INTERPRETATION................................................................................................................... 1
2. BUSINESS OF THE COMPANY............................................................................................... 3
3. THE BOARD............................................................................................................................. 4
4. PROCEEDINGS OF DIRECTORS...........................................................................................4
5. SHAREHOLDERS’ INTERESTS.............................................................................................. 5
6. RESERVED MATTERS............................................................................................................ 5
7. TRANSFERS OF SHARES & ALLOTMENT OF SHARES.......................................................7
8. DEADLOCK............................................................................................................................ 11
9. WARRANTIES........................................................................................................................ 12
10. COVENANTS.......................................................................................................................... 12
11. EVENTS OF DEFAULT.......................................................................................................... 13
12. DURATION............................................................................................................................. 14
13. GOVERNING LAW AND ARBITRATION................................................................................14
14. ASSIGNMENTS...................................................................................................................... 15
15. CONFIDENTIALITY................................................................................................................ 15
16. NOTICES................................................................................................................................ 15
17. COSTS.................................................................................................................................... 15
18. SEVERABILITY...................................................................................................................... 16
19. GENERAL............................................................................................................................... 16
20. WHOLE AGREEMENT........................................................................................................... 16
21. COUNTERPARTS.................................................................................................................. 16

SCHEDULE 1...................................................................................................................................... 17
SCHEDULE 2...................................................................................................................................... 19
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made on 2014,

BETWEEN:

(1) EACH OF THE PARTIES WHOSE NAME AND PARTICULARS ARE SET OUT IN
SCHEDULE 1 (collectively, “Shareholders”, and individually a “Shareholder”); and

(2) COMPANY NAME (Company Registration No. 201415315H), a company incorporated in the
Republic of Singapore (“Singapore”) and having its registered office at 73 Upper Paya Lebar
Road #06-02 Centro Bianco Singapore 534818 (the “Company”).

(each a “Party”, and collectively the “Parties”).

WHEREAS:

(A) The Shareholders wish to enter into this Agreement for the purpose of regulating their
relationship inter se as Shareholders of the Company; and

(B) As at the date hereof, Company has an issued share capital of S$[*] comprising [*] Shares (as
defined below).

IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement

“[xx]% Block” means such number of Shares amounting to [xx]% of the total issued and paid
up share capital of the Company;

“Acceptance Notice” has the meaning ascribed thereto in sub-Clause 7.2(d)(iii);

“Act” means the Companies Act (Chapter 50) of Singapore, as amended from time to time;

“Affiliate” means in relation to any person:-

(i) any Subsidiary or ultimate holding company of that person and any other Subsidiary
of that ultimate holding company provided always that neither the Company nor any
of its Subsidiaries shall be regarded as being an Affiliate of any Shareholder for the
purposes of this Agreement; and

(ii) the person’s spouse, child, adopted child, step-child, sibling and parent;

“Board” means the board of directors of the Company from time to time;

“Business” has the meaning ascribed thereto in sub-Clause 2.1;

“Business Day” means a day other than Saturday, Sunday and a public holiday in Singapore;

“Chairman” means the chairman of the Board from time to time;

“Change of Control” means in relation to any Shareholder which at the Relevant Date is not
a Subsidiary, it becoming a Subsidiary and in relation to any Shareholder which at the
Relevant Date is a Subsidiary, either any change in its ultimate holding company or it ceasing
to be a Subsidiary;

“Deadlock Event” has the meaning ascribed thereto in sub-Clause 8.1;

1
“Deed of Adherence” means an undertaking to observe and perform the provisions and
obligations of this Agreement in the form set out in Schedule 2;

“Defaulting Shareholder” has the meaning ascribed thereto in sub-Clause 11.1;

“Default Notice” has the meaning ascribed thereto in sub-Clause 11.1;

“Director(s)” means the director(s) of the Company from time to time;

“Encumber” means creating or allowing to exist or agreeing to create or agreeing to allow to

exist any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, assignment
by way of security, trust arrangement for the purpose of providing security or any other
security interest of any kind, including retention arrangements;

“Exercise Notice” has the meaning ascribed thereto in sub-Clause 11.311.3;

“Exit Notice” has the meaning ascribed thereto in sub-Clause 8.2;

“Fair Price” means the price, as determined by a reputable valuer to be engaged by the
Company as decided by the Board in its absolute discretion, and whose determination the
Shareholders agree and acknowledge shall be absolute and final, which the Shareholders
agree to be the fair value of the Shares on a sale as between a willing seller and a willing
purchaser (taking no account of whether the Shares do or do not carry control) and, if the
Company is then carrying on business as a going concern, on the assumption that the
Company will continue to do so;

“Interest” includes:

(i) in relation to any Shareholder, any direct or indirect financial or commercial interest of
that Shareholder or his/its Affiliates arising from any existing or proposed
arrangement, contract, litigation or other proceedings between the Company or any of
its Subsidiaries on the one hand and that Shareholder and any of his/its Affiliates on
the other, where such arrangement, contract, litigation or other proceedings can be
reasonably considered to be material in the context of the business of the Company
and its Subsidiaries taken as a whole; and

(ii) in relation to any Director, any Interest of the Shareholder which appointed him;

“Initiating Shareholder” has the meaning ascribed thereto in sub-Clause 8.4;

“MAA” means the memorandum and articles of association of the Company;

“Non-Defaulting Shareholder” has the meaning ascribed thereto in sub-Clause 11.3;

“Offer Period” has the meaning ascribed thereto in sub-Clause 7.2(e);

“Offered Shares” has the meaning ascribed thereto in sub-Clause 7.2(d)(i);

“Offeree Shareholder” has the meaning ascribed thereto in sub-Clause 8.4;

“Offering Shareholder” has the meaning ascribed thereto in sub-Clause 8.4;

“Proposed Purchaser(s)” has the meaning ascribed thereto in sub-Clause 7.2(d);

“PRC” means the People’s Republic of China;

“Receiving Shareholders” has the meaning ascribed thereto in sub-Clause 8.4;

“Relevant Date” means the date on which any Shareholder becomes a Shareholder to this
Agreement whether as an original Shareholder or by subsequently adhering to its terms in the

2
 manner described in this Agreement;

“Remaining Shares” has the meaning ascribed thereto in sub-Clause 7.2(d)(iii);

“Reserved Matters” has the meaning ascribed thereto in Clause 6;

“Sale Shares” has the meaning ascribed thereto in sub-Clause 8.48.4;

“Shareholders” means the Parties whose name and particulars are set out in Schedule 1 of
this Agreement, and any person to whom Shares are transferred or issued to in accordance
with this Agreement from time to time, and “Shareholder” means any of them;

“Shares” means ordinary shares in the share capital of the Company;

“SIAC” has the meaning ascribed thereto in sub-Clause 13.2;

“Singapore” means the Republic of Singapore;

“Specified Price” has the meaning ascribed thereto in sub-Clause 7.2(d)(ii);

“Subsidiary(ies)” has the meaning ascribed thereto in section 5 of the Act;

“Transfer Notice” has the meaning given in sub-Clause 7.2(c);

“Transferee” has the meaning given in sub-Clause 7.2(c); and

“Transferor” has the meaning given in sub-Clause 7.2(c).

1.2 Unless the context otherwise requires:

(a) words incorporating the singular number include the plural number and vice versa,
and words denoting any gender include all genders;

(b) the words "hereof", "herein", "hereon" and "hereunder" and words of similar import,
when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement;

(c) the headings to the Clauses hereof shall not be deemed to be a part thereof or be
taken in consideration in the interpretation or construction thereof or of this
Agreement;

(d) references herein to Recitals, Clauses and Schedules are references to the recitals,
clauses of and schedules to this Agreement;

(e) references herein to documents (including this Agreement) include variations and
replacements thereof and supplements thereto;

(f) references herein to statutes and other legislation include re-enactments and
amendments thereof and include any subordinate legislation made under any such
statute or legislation; and

(g) references herein to a Party include its permitted assignees and transferees, and its
successors-in-title and personal representatives.

2. BUSINESS OF THE COMPANY

2.1 The business of the Company (the “Business”) is and shall be:

(a) [•]; and

3
 (b) such other business that the Board may from time to time determine.

2.2 Subject as otherwise required by law or by this Agreement, proceedings of the Company shall
be conducted in such a way as to maximise profits available for distribution to the
Shareholders to the extent consistent with good business practice.

3. THE BOARD

3.1 Subject to the provisions of this Agreement and the MAA, the Company shall be managed by
the Director(s) and who may exercise all the powers of the Company.

3.2 The Board shall comprise entirely of Directors appointed by Shareholders in the following
manner:

each Shareholder shall be entitled to appoint Directors on the basis of one (1)
Director for each [xx]% Block held by such Shareholder; and

subject to such appointees of the Shareholders being eligible under the Act to be appointed
as Directors.

3.3 Subject to sub-Clause 3.2, each Shareholder shall be entitled by notice in writing to Company
to appoint, remove or replace its appointees as Director.

3.4 Any Shareholder exercise its powers of removal of its appointee as Director pursuant to sub-
Clause 3.3, shall indemnify Company against any liability arising as a result of such
appointee’s removal from office.

3.5 The Directors may exercise all the powers of the Company save as otherwise provided in this
Agreement or the MAA.

4. PROCEEDINGS OF DIRECTORS

4.1 The Board shall meet as necessary to discharge its duties but in any case no less frequently
than once every six (6) calendar months, unless decided otherwise by the Board.

4.2 At least fourteen (14) days' written notice of each Board meeting shall be given to each
Director (wherever he may be) unless such notice is waived or abridged by the Director to
whom such notice is to be given. The notice shall include the date, time and place of the
meeting, and be accompanied by an agenda of all the business to be transacted at the
meeting. Any matter not on the agenda may not be raised at the meeting unless all the
Directors agree in writing.

4.3 Subject to the provisions in this Agreement, all decisions of the Board shall be taken by a
simple majority of the Board.

4.4 The quorum at meetings of the Board shall be any two (2) Directors

4.5 (a) A resolution which is signed or approved by all Directors entitled to receive notice of a
meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of
the Board duly called and constituted.

(b) The resolution may be contained in one document or in several documents in like
form, each signed or approved by one or more of the Directors concerned;.

(c) For the purposes of this sub-Clause 4.5, the approval of a Director may be given by
letter, fax or e-mail.

4
4.6 A meeting of the Directors may consist of a conference between Directors some or all of
whom are in different places provided that each Director who participates is able:

(a) to hear each of the other participating Directors addressing the meeting; and

(b) if he so wishes, to address all of the other participating Directors simultaneously,

whether directly, by conference telephone or by any other form of communications equipment

(whether or not in use when this Agreement was executed) or by a combination of those
methods, and a quorum is deemed to be present if the conditions of sub-Clause 4.4 are
satisfied in respect of at least the number of Directors required to form a quorum.

4.7 A meeting held as described in sub-Clause 4.6 is deemed to take place at the place where the
largest group of participating Directors is assembled.

4.8 A Director may vote as a Director on any resolution concerning any matter in which he has,
directly or indirectly, an Interest and, if he votes, his vote shall be counted and he shall be
counted in the quorum when that resolution or matter is under consideration, provided such
Director has disclosed to the Directors the nature and extent of any Interest of his in such
resolution prior to voting.

5. SHAREHOLDERS’ INTERESTS

If any Shareholder has an Interest in any matter which requires that Shareholder's approval
whether pursuant to the terms of this Agreement or otherwise or if such matter is to be the
subject of discussion at any meeting of Shareholders then that Shareholder shall be obliged
to declare that Interest by giving written notice to the Company and the other Shareholders
and, provided he has done so, shall be entitled to vote (and be counted in the quorum at a
meeting) in relation to such matter.

6. RESERVED MATTERS

6.1 Subject to sub-Clause 6.2, neither the Company nor any Subsidiary of it (from time to time)
shall do, undertake or carry out or on any of the following transactions, action or matters
(“Reserved Matters”) (or do anything which is analogous to or has a substantially similar
effect to any of the Reserved Matters) without the prior approval by way of an ordinary
resolution of such Shareholders:

(a) alter its name;

(b) alter its MAA or this Agreement;

(c) increase or decrease of its share capital;

(d) convert paid-up Shares into stock or reconvert stock into paid-up Shares;

(e) issue new Shares to a person(s) other than the Shareholders;

(f) pass any resolution for winding itself up;

(g) apply for the appointment of a receiver or an administrator over its assets;

(h) Directors’ fees;

(i) change its Auditors;

(j) alter its accounting reference date/financial year end;

5
 (k) declare or pay any dividend or make any other distribution;

(l) form any Subsidiary or acquire shares in any company or participate in, or terminate
any participation in, any partnership or joint venture;

(m) reorganise, restructure, undertake any merger or consolidation with another entity, or
change the nature or scope of its business;

(n) dispose of the whole or any substantial part of its undertaking or assets (including its
intellectual property); or

(o) list any share capital or other securities on any exchange.

6.2 Neither the Company nor any Subsidiary of it (from time to time) shall do any of following (or
do anything which is analogous to or has a substantially similar effect to any of the following)
without the prior approval of the Board, which approval must, for the purposes of this sub-
Clause 6.2, be by way of an ordinary resolution:

(a) cease conduct of or change the Business;

(b) issue new Shares to person(s) other than the Shareholders;

(c) borrow or incur indebtedness under any banking and credit facilities and / or grant any
guarantee, indemnity, performance bond, lien, pledge, charge, mortgage or other
security of more than [S$10,000] in any one transaction or in aggregate with prior
transactions;

(d) begin or settle any legal or arbitration proceedings (other than routine debt collection);

(e) grant any power of attorney;

(f) incur expenditure exceeding [S$10,000] on capital account;

(g) prepay any loan;

(h) factor or assign any book debts;

(i) enter into any agreement which cannot be terminated by it without penalty within
twelve (12) months of its commencement;

(j) enter into any abnormal or unusual contract or commitment, including any which:

(i) is outside the ordinary course of business;

(ii) is unlikely to be profitable;

(iii) is of a long-term nature;

(iv) would have extended payment terms; or

(v) would involve a total outlay over the term of the contract in excess of
[S$10,000];

(k) enter into any transaction with a Shareholder or his/its Affiliates;

(l) make any claim, disclaimer, surrender, election or consent of a material nature for tax
purposes;

6
 (m) transfer or dispose of its property;

(n) create any interest over its property (including a security interest);

(o) assign, licence, transfer, dispose of or create any security interest over, or otherwise
deal with any of its intellectual property except in the ordinary course of the Business;

(p) prosecute any infringement action against Shareholders other than partners, or
defend any action for revocation or cancellation or any other challenge to the validity
of any intellectual property;

(q) accept any restrictions on the use of its intellectual property;

(r) acquire or dispose of any shares or other investment.

7. TRANSFERS OF SHARES

7.1 General

Subject to this Clause 7, no Shareholder shall, without the prior consent in writing of the other
Shareholder(s):

(a) transfer Shares held by such Shareholder or otherwise sell, dispose or deal with all or
any part of its interest in such Shares otherwise than as provided in the MAA and this
Agreement; or

(b) create or have outstanding any pledge, charge or other encumbrance, security or
interest on or over any such Shares or any part of its interest in such Shares.

The restrictions on transfer contained in this Clause shall apply to all transfers operating by
law or otherwise.

7.2 Permitted transfers

(a) Each of the Shareholders shall be permitted to transfer all or part of the Shares held
by him to any Party provided always that his shareholdings shall not fall below 20% of
the total number of Shares after such transfer(s);

(b) Save for sub-Clause 7.2(a) and unless provided in sub-Clause 7.2(c) below, no
Shareholder shall be entitled to transfer or otherwise dispose of its Shares without
first offering them for transfer to the other Shareholders.

(c) A Shareholder (“Transferor”) may transfer all or part of its Shares to another
Shareholder or a non-Shareholder (“Proposed Transferee”) provided that Transferor
shall give written notice to the other Shareholders (“Other Shareholders”) and the
Company in accordance with sub-Clause 7.2(d) below (“Transfer Notice”):

(d) A Transfer Notice shall :

(i) state the number of Shares offered to each Other Transferee, which shall be
pro rata in proportion to the number of Shares held by such Transferee as at
the date of its receipt of the Transfer Notice (“Offered Shares”);

(ii) state the price at which the Offered Shares are offered (the “Specified
Price”), which shall be the same price for the proposed transfer to the
Proposed Transferee; and; and

7
 (iii) invite such Other Transferee to notify in writing (“Acceptance Notice”) to the
Transferor whilst the offer remains open whether it is willing to purchase, pro
rata in proportion to the number of Shares held by such Other Transferee as
at the date of its receipt of the Transfer Notice, the Offered Shares and/or
such Offered Shares not acquired by the Other Transferee(s) (“Remaining
Shares”).

(e) A Transfer Notice may not be revoked, and the offer shall remain open for a period of
thirty (30) Business Days from the date of the Transfer Notice (the “Offer Period”).

(f) On the expiry of the Offer Period, if such Other Transferee has notified the Transferor
that it wishes to purchase the Offered Shares and/or the Remaining Shares, the Other
Transferee shall be bound to pay the purchase price for, and to accept a transfer of,
the Offered Shares and/or the Remaining Shares and the Transferor shall be bound,
on payment of the purchase price, to transfer such Offered Shares and/or Remaining
Shares to such Other Transferee.

(g) The contract transferring ownership of the Offered Shares and/or the Remaining
Shares agreed to be acquired shall be concluded within 10 Business Days of receipt
by the Transferor of an Acceptance Notice or, in the event that the acquisition of the
Offered Shares and/or the Remaining Shares by such Other Transferee requires any
relevant regulatory consents, permits or approvals, within 10 Business Days after the
last such consent, permit or approval has been obtained, provided that if such
consent, permit or approval has not been obtained within one hundred and eighty
(180) days of receipt by the Transferor of the Acceptance Notice, such notice shall be
void.

(h) If, within a period of five (5) Business Days after the expiry of the Offer Period, such
Other Transferee has not notified the Transferor through an Acceptance Notice that it
wishes to purchase the Offered Shares and/or the Remaining Shares, the Transferor,
may at any time within a period of 30 Business Days after the expiry of that further
five (5) Business Days period transfer the Offered Shares and/or the Remaining
Shares to the Proposed Transferee and at any price which is not less than the
Specified Price and provided that the Offered Shares and/or the Remaining Shares
are to be transferred under a bona fide sale for the consideration stated in the transfer
without any deduction, rebate or allowance to the Proposed Transferee.

7.3 Required transfers

(a) If, in accordance with the provisions of Clause 11 a Transfer Notice is deemed to have
been served, the following provisions of this sub-Clause 7.3 shall apply.

(b) In circumstances where a Transfer Notice is deemed to have been served, the
Specified Price shall be the Fair Price as at the date on which the Transfer Notice is
deemed to have been served and so far as practicable by reference to the information
available at that date.

7.4 Deed of adherence

(a) It shall be a condition of any transfer of Shares (whether permitted or required) that:

(i) the transferee, if not already a Shareholder to this Agreement, enters into a
Deed of Adherence; and

(ii) the transferor at the same time procures the transfer of all of the loans to the
Company made by it to the transferee.

(b) No Shares shall be allotted unless the proposed allottee of such Shares enters into
the Deed of Adherence.

8
7.5 Registration of transfers

(a) The Shareholders shall procure that the Directors shall register any transfer made in
accordance with the provisions of this Agreement.

(b) The Shareholders agree and acknowledge that the Directors may refuse to register a
transfer of a partly paid Share or of any Share on which the Company has a lien.

(c) A person executing an instrument of transfer of a Share is deemed to remain the

holder of the Share until the name of the Transferee is entered in the register of
members of the Company in respect of it.

(d) Upon registration of a transfer or allotment of Shares, and provided the provisions of
this Clause shall have been complied with, a Shareholder's benefit of the continuing
rights under this Agreement shall attach to the transferee who may enforce them as if
it had been a Shareholder to this Agreement and named in it as a Shareholder.

7.6 Drag-Along Rights

(a) Drag Along Option: If at any time, [a Shareholder who, or together with a group of
Shareholders, holds 75% or more of the total Shares (“Selling Shareholder(s)”)]
receive an offer (“Offer”) from a third party (in this Clause, “Buyer”) to acquire such
Shares (in this Clause, “Offer Shares”) that such Selling Shareholder is willing to
accept, Selling Shareholder may deliver to each of the other Shareholders (in this
Clause, each a “Drag-Along Shareholder”) a notice (in this Clause, “Notice of
Offer”) in writing of such offer, the terms and conditions thereof and the identity of
Buyer.

The Selling Shareholder shall have the right (“Drag-Along Option”) as against each
Drag-Along Shareholder to require that such Drag-Along Shareholder sell such Drag-
Along Shareholder’s Shares to Buyer together with the sale of the Offer Shares to
Buyer, on and subject to this sub-Clause 7.6.

(b) Exercise of Drag-Along Option: A Drag-Along Option shall be exercisable by Selling

Shareholder on a Drag-Along Shareholder by Selling Shareholder delivering a notice
(“Drag-Along Notice”) in writing signed by Selling Shareholder to such Drag-Along
Shareholder notifying of the exercise of such Drag-Along Option together with the
Notice of Offer.

(c) Drag-Along Shareholder must Sell: If a Drag-Along Shareholder receives a Drag-

Along Notice from Selling Shareholder, such Drag-Along Shareholder must sell all
such Drag-Along Shareholder’s Shares to Buyer PROVIDED Buyer acquires such
Drag-Along Shareholder’s Shares on terms and conditions no less favourable to such
Drag-Along Shareholder than the terms and conditions upon which Buyer is acquiring
the Offer Shares from Selling Shareholder.

(d) Notification of Change of Offer: Selling Shareholder shall notify a Drag-Along

Shareholder who has delivered a Drag-Along Notice for an Offer in writing as soon as
practicable of any change in that Offer (in this Clause, “Change”), the terms and
conditions thereof and of Buyer for that Offer.

(e) Drag-Along Notice Irrevocable: A Drag-Along Notice in respect of an Offer shall be

irrevocable once delivered by Selling Shareholder to a Drag-Along Shareholder
UNLESS a Change occurs such that the terms and conditions of that Offer are less
favourable to such Drag-Along Shareholder than the terms and conditions in the
Notice of Offer relating to that Offer. In the event of such Change, Selling Shareholder
may revoke such Drag-Along Notice by notice in writing to such Drag-Along
Shareholder.

(f) Third Party: For the purposes of this sub-Clause 7.6, Buyer must be a party who has

9
 no family relationship with Selling Shareholder or a party in which the Selling
Shareholder has no ownership interest whether direct or indirect and whether partial
or full.

7.7 Tag-Along Rights

(a) Tag Along Option: If at any time, a Shareholder (in this Clause “Selling
Shareholder”) receives an offer (“Offer”) from a third party (in this Clause “Buyer”) to
acquire part of or all of such Selling Shareholder’s Shares (in this Clause “Offer
Shares”) that such Selling Shareholder is willing to accept, Selling Shareholder shall
deliver to each of the other Shareholders (in this Clause, each a “Tag-Along
Shareholder”) a notice (in this Clause, ”Notice of Offer”) in writing of such offer, the
terms and conditions thereof and the identity of Buyer, and a Tag-Along Shareholder
shall have the right (“Tag-Along Option”) to require Selling Shareholder to procure
that Buyer acquire such Tag-Along Shareholder’s Shares together with the acquisition
of the Offer Shares, on a pro-rata basis and on and subject to this sub-Clause 7.7.

(b) Exercise of Tag-Along Option: A Tag-Along Option of a Tag-Along Shareholder shall

be exercisable only within the Tag-Along Option Period by such Tag-Along
Shareholder delivering a notice (“Tag-Along Notice”) in writing signed by such Tag-
Along Shareholder to Selling Shareholder notifying of the exercise of such Tag-Along
Option.

For purposes hereof, “Tag-Along Option Period” in respect of the Tag-Along Option
of a Tag-Along Shareholder for an Offer means the period commencing from the date
of receipt by that Tag-Along Shareholder of the Notice of Offer for that Offer and
ending at 2359 hours of the fifth Business Day after that date of receipt.

(c) Restriction on Transfer of Offer Shares: If Selling Shareholder receives a Tag-

Along Notice from a Tag-Along Shareholder, no Offer Share shall be transferred by
Selling Shareholder to Buyer UNLESS Buyer acquires such Tag-Along Shareholder’s
Shares on a pro rata basis on terms and conditions no less favourable to such Tag-
Along Shareholder than the terms and conditions upon which Buyer is acquiring the
Offer Shares from Selling Shareholder.

(d) Notification of Change of Offer: Selling Shareholder shall deliver a notice in writing
to each Tag-Along Shareholder who has delivered a Tag-Along Notice for an Offer in
writing as soon as practicable of any change in that Offer (in this Clause, “Change”),
the terms and conditions thereof or of Buyer for that Offer.

(e) Tag-Along Notice Irrevocable: A Tag-Along Notice of a Tag-Along Shareholder for

an Offer shall be irrevocable once delivered by such Tag-Along Shareholder to Selling
Shareholder UNLESS a Change occurs such that the terms and conditions of that
Offer are less favourable to such Tag-Along Shareholder than the terms and
conditions in the Notice of Offer relating to that Offer. In the event of such Change,
such Tag-Along Shareholder may revoke the Tag-Along Notice by notice (in this
Clause, “Revocation Notice”) in writing to Selling Shareholder and upon such
revocation, that Offer as modified by such Change shall be deemed an Offer notified
by Selling Shareholder to such Tag-Along Shareholder with effect from the delivery of
such Revocation Notice to such Tag-Along Shareholder for purposes of sub-Clause
7.7(a) (a)above.

8. DEADLOCK

8.1 A Deadlock Event shall be deemed to have occurred if:

(a) the Shareholders failing, at a duly convened meeting of Shareholders, to agree on

any matter which is a Reserved Matter, and upon referral to a further meeting of
Shareholders (which shall be called and held within fifteen (15) Business Days of the

10
 initial failure to agree) the Shareholders again fails to agree upon such Reserved
Matter; or

(b) the Board failing, at a duly convened Board meeting, to agree on any matter which is
a Reserved Matter, and upon referral to a further Board meeting (which shall be called
and held within fifteen (15) Business Days of the initial failure to agree) the Board
again fails to agree upon the Reserved Matter.

8.2 If the Deadlock Event cannot be resolved by the Shareholders within twenty (20) Business
Days of the event which has resulted in a Deadlock Event having been deemed to occur sub-
Clause 8.1 (which, for the avoidance of doubt: (a) in the case of a vote against a resolution
proposed at a Board meeting shall be the vote against the same resolution at the second
meeting of the Board; and (b) in the case of inquorate Board meetings shall be the third
inquorate Board meeting), any Shareholder shall be entitled to invoke the remaining
provisions of this Clause by notice in writing to the other Shareholders and the Company (an
“Exit Notice”).

8.3 If no Exit Notice has been served within thirty (30) Business Days of the event which has
resulted in a Deadlock Event having been deemed to occur under sub-Clause 8.1, the
Deadlock Event shall be deemed to have lapsed.

8.4 If an Exit Notice is served by a Shareholder (“Initiating Shareholder”) to the other

Shareholders (“Receiving Shareholders”), the Shareholder having largest shareholder
interest in the Company at the time of service of the Exit Notice (“Offering Shareholder”)
(regardless whether Offering Shareholder is an Initiating Shareholder or Receiving
Shareholder) shall have the right by written notice (“Put Notice”) to the other Shareholders
(each an “Offeree Shareholder”) to require that all the other Shareholders buy the Shares in
the Company held by such Offeree Shareholder (the “Sale Shares”) within three (3) months
from the date of the Put Notice at a price equal to the Fair Price from Offering Shareholder.

8.5 The Offering Shareholder shall serve a copy of the Put Notice on the Company at the same
time as the Put Notice is served on each Offeree Shareholder.

8.6 Subject to receipt of the Put Notice, each Offeree Shareholder shall be obliged to buy a pro
rata proportion of the Sale Shares of the Offering Shareholder at the Fair Price according to
the proportion which such Offeree Shareholder’s shareholding percentage bears to the
aggregate shareholding percentages of all the Offeree Shareholders. Offering Shareholder
shall within thirty (30) Business Days from the date of the Put Notice, shall deliver to each
Offeree Shareholder duly executed transfers in favour of such Offeree Shareholder and the
share certificate(s) representing such Sale Shares, against which such Offeree Shareholder
shall make payment for such Sale Shares by way of delivery to Offering Shareholder of a
cashier’s order for the Fair Price of such Sale Shares to be purchased by such Offeree
Shareholder.

8.7 (a) No Shareholder may serve a Transfer Notice and no Transfer Notice shall be deemed
to have been served during any period while the provisions of this Clause have been invoked
and are in operation.

(b) All Shares transferred under this Clause shall be free from all liens, charges and
encumbrances and shall carry all rights, benefits and advantages attached to them except the
right to any dividend declared but not paid prior to the date of the registration of such transfer;
and on the transfer of any Shares the holders of them shall secure the resignations of their
nominees from any offices in the Company held before the transfer and the transferee of the
Shares may fill such vacancies as if the transfer had been registered.

(c) Save as provided in Clause 8.7(b), no Shareholder shall be obliged to give any
representations or warranties in relation to the Company on a transfer of the Shares held by it.

(d) The Shareholders agree to do or procure to be done all such acts and things as may
be required to give effect to the transfer and the registration of the Shares to be transferred

11
 into the name(s) of the transferees.

9. WARRANTIES

9.1 Each Party represents, warrants and undertakes to the other Parties that:

(a) the first-mentioned Party has the power to execute and deliver this Agreement and to
perform its obligations under it and has taken all action necessary to authorise such
execution and delivery and the performance of such obligations;

(b) this Agreement constitutes legal, valid and binding obligations on the first-mentioned
Party in accordance with its terms;

(c) the execution and delivery by the first-mentioned Party of this Agreement and the
performance by the first-mentioned Party of its obligations under it do not and will not
conflict with or constitute a default under any provision of (i) any agreement or
instrument to which the first-mentioned Party is a party; (ii) any law, lien, lease, order,
judgment, award, injunction, decree, ordinance or regulation or any other restriction of
any kind or character by which the first-mentioned Party is bound; and (iii) all
authorisations from, and notices or filings with, any governmental or other authority
that are necessary to enable the first-mentioned Party to execute, deliver and perform
its obligations under this Agreement have been obtained or made (as the case may
be) and are in full force and effect and all conditions of each such authorisation have
been complied with.

9.2 Each warranty given by a Party in this Agreement is separate and independent and is not
limited by reference to any other warranty or by any other provision of this Agreement.

10. COVENANTS

10.1 The Shareholders undertake to each other to execute and perform all such deeds,
documents, assurances, acts and things and to exercise all powers and rights available to
them, including the convening of all meetings and the giving of all waivers and consents and
passing of all resolutions reasonably required to ensure that the Shareholders, the Directors
appointed by them and, so far as any obligations are expressed to be imposed upon them,
the Company and any Subsidiaries of it to give effect to the terms of this Agreement.

10.2 Without prejudice to the generality of sub-Clause 10.1, the Shareholders agree, as between
themselves, that, if any provisions of the MAA at any time conflict with any provisions of this
Agreement, the provisions of this Agreement shall prevail, and the Shareholders shall
exercise all powers and rights available to them to procure the amendment of the MAA to the
extent necessary to permit the Company and its affairs to be regulated as provided in this
Agreement.

10.3 The Company shall:

(a) preserve and maintain all of the properties and assets of the Company, owned or
leased, used or useful in the conduct of the Business of the Company in reasonably
good working order and condition, ordinary wear and tear excepted; and

(b) carry on the Business and operations of the Company in the usual course of
business, and shall not change the business activities of the Company.

10.4 The Shareholders shall procure that the Company shall at all times comply with all Applicable
Laws, and any condition of any authority or consent relating to this Agreement and/or its
Business, and will notify all Shareholders in writing immediately in the event of any breach or
non-compliance.

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10.5 The Shareholders shall procure that the Company shall duly file with the appropriate
governmental authority all relevant documents and instruments as required under the
Applicable Laws.

11. EVENTS OF DEFAULT

11.1 If any of the matters in Clauses 11.2(a) to 11.2(h) below occur in relation to a Shareholder, or
if the matters in Clauses 11.2(b) to 11.2(g) below occur in relation to a holding company of
such Shareholder, then that Shareholder shall be a Defaulting Shareholder and shall notify
the other Shareholders that it is a Defaulting Shareholder (a “Default Notice”).

11.2 For the purposes of Clause 11.1 above the matters referred to in relation to the relevant
Shareholder or the relevant holding company of such Shareholder are, if it:

(a) makes a serious or persistent default in performing and observing any of its
obligations under this Agreement and, where such default is capable of remedy, fails
to remedy it within 20 Business Days after service of written notice from the other
Shareholder of such default;

(b) is unable to pay its debts or is liable to be wound up by a court of competent

jurisdiction;

(c) enters into a composition or arrangement with its creditors or a moratorium is

declared in respect of any of its indebtedness or any creditor action;

(d) takes any action to appoint, to request the appointment of, or suffers the appointment
of, a receiver, administrative receiver, administrator, trustee or similar officer over all
or a material part of its assets or undertakings;

(e) has a winding-up or administration petition presented in relation to it or has

documents filed with a court for an administration in relation to it provided that, in the
case of a winding up petition, if the relevant company is contesting the winding up
petition in good faith and with due diligence it shall not be a Defaulting Shareholder
until a period of five (5) Business Days has expired since the presentation of the
winding up petition without it having been either discharged or struck out;

(f) is affected in any way in any jurisdiction other than Singapore by anything equivalent
to any of the things referred to in sub-Clauses 11.2(b) to 11.2(e) above;

(g) suffers a Change of Control; or

(h) attempts at any time to deal with or dispose of any interest in any Share or Shares
otherwise than in accordance with the provisions of this Agreement.

11.3 The Shareholders which are not a Defaulting Shareholder (the “Non-Defaulting
Shareholders”) shall have the right to deem the Defaulting Shareholder to have served a
Transfer Notice in respect of the Defaulting Shareholder’s right, title and interest in a pro rata
proportion of the Defaulting Shareholder’s Shares according to the proportion which each
Non-Defaulting Shareholder’s shareholding percentage bears to the aggregate shareholding
percentages of all the Non-Defaulting Shareholders, in accordance with sub-Clause 7.3(b), at
the Fair Price (save for a default under sub-Clause 11.2(a) where a discount factor of 20%
shall be applied to the Fair Price), such right being exercisable by the Non-Defaulting
Shareholder by notice in writing (the “Exercise Notice”) to the Defaulting Shareholder and the
Company, within five (5) Business Days of receipt by the Non-Defaulting Shareholder of the
Default Notice. In the event of exercise of such right by the Non-Defaulting Shareholder, such
Transfer Notice shall be deemed served by the Defaulting Shareholder on the date of receipt
by the Defaulting Shareholder of the Exercise Notice.

13
12. DURATION

12.1 This Agreement shall commence on the date of this Agreement and unless terminated
pursuant to sub-Clause 12.2, shall continue for so long as two (2) or more Shareholders
continue to hold Shares in the Company but a Shareholder will cease to have any further
rights or obligations under this Agreement on ceasing to hold any Shares except in relation to
those provisions which are expressed to continue in force and provided that this Clause shall
not affect any of the rights or liabilities of any Shareholders in connection with any breach of
this Agreement which may have occurred before that Shareholder ceased to hold any Shares.

12.2 This Agreement shall terminate:

(a) upon the winding up of the Company or if the Company shall otherwise cease to exist
as a separate entity; or

(b) with the agreement of all Parties in writing,

whichever is the earlier.

12.3 Each obligation, representation and warranty on the part of the Shareholders under this
Agreement (excluding any obligation fully performed at completion of this Agreement) shall
continue in force after completion of this Agreement.

13. GOVERNING LAW AND ARBITRATION

13.1 This Agreement shall be governed by and construed in all respects in accordance with the
laws of Singapore.

13.2 Any unresolved disputes or deadlock arising out of or in connection with this Agreement shall
be referred to and finally resolved by arbitration in Singapore in accordance with the
Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC”) for the time
being in force which rules are deemed to be incorporated by reference to this Clause.

13.3 The tribunal shall consist of one (1) arbitrator to be appointed by the chairman of the SIAC.
The arbitrators’ decision shall be final and the arbitration proceedings shall be conducted in
English.

14. ASSIGNMENTS

14.1 This Agreement shall be binding upon and enure to the benefit of each Party, its successors-
in-title and its permitted assignees.

14.2 No Party shall assign or transfer the benefits, rights and obligations under this Agreement
without the prior written approval of the other Parties.

15. CONFIDENTIALITY

15.1 All communications between the Parties and all information and other materials supplied to or
received by any of them from the other Party which is either marked "confidential" or is by its
nature intended to be exclusively for the knowledge of the recipient alone and any information
concerning the business transactions or the financial arrangements of the Group, the Group
or of any person with whom any of them is in a confidential relationship with regard to the
matter in question coming to the knowledge of the recipient shall be kept confidential by the
recipient unless it is in the public domain (save where it is the result of any act or breach by
such recipient) or as may be required by applicable law or recognised stock exchange,
whereupon, to the extent that it is public, this obligation shall cease.

14
15.2 The Company shall procure the observance of the abovementioned restrictions by their
respective officers, employees and agents and by the Group, and the Group shall take all
reasonable steps to minimise the risk of disclosure of confidential information, by ensuring
that only their officers, employees and agents and those of the relevant company whose
duties will require them to possess any of such information shall have access thereto, and
that they shall be instructed to treat the same as confidential.

15.3 The obligations contained in this Clause 15 shall endure, even after the release of any Parties
or termination of this Agreement in accordance with and as permitted by the provisions of this
Agreement, without limit in point of time except and until any confidential information enters
the public domain as set out above.

16. NOTICES

Any notice, communication or demand required to be given, made or served for any purpose
of this Agreement shall be given, made or served by delivering the same in person by letter, or
by facsimile, or made by telephone (but in the case of notification by telephone with
subsequent confirmation by facsimile despatched, or letter delivered in person, within twenty-
four (24) hours). Such notice or demand shall take effect at the time of delivering such letter,
despatching such facsimile or making such telephone call if so delivered, despatched or made
to the following addresses or to such other addresses as may from time to time be notified (in
accordance with this Clause) by the relevant Party to the other Party:

(a) if to the Shareholders, to their particulars set out in Schedule 1:

(b) if to the Company:

Telephone : [●]
Facsimile : [●]
Contact : [●]
Email : [●]

17. COSTS

All costs and expenses arising out of this Agreement, including but not limited to any
professional cost in connection with this Agreement shall be borne solely by the Company.

18. SEVERABILITY

18.1 The provisions contained in each Clause and sub-Clause of this Agreement shall be
enforceable independently of each of the others and its validity shall not be affected if any of
the others is invalid. If any of those provisions is void but would be valid if some part of the
provision were deleted, the provision in question shall apply with such modification as may be
necessary to make it valid.

19. GENERAL

19.1 The Shareholders agree that they shall procure the convening of all meetings, the giving of all
waivers and consents and the passing of all resolutions and shall otherwise exercise all
powers and rights available to them in order to give effect to the provisions of this Agreement.

19.2 Save where this Agreement provides otherwise, none of the rights or obligations under this
Agreement may be assigned or transferred without the prior written consent of the Parties.

19.3 Nothing in this Agreement shall be deemed to constitute a partnership between any of the
Parties nor constitute any Party the agent of any other Party for any purpose.

15
19.4 Nothing in this Agreement is intended to grant to any third party any right to enforce any term
of this Agreement or to confer on any third party any benefits under this Agreement for the
purposes of the Contract (Rights of Third Parties) Act (Cap. 53B) and any re-enactment
thereof, the application of which legislation is hereby expressly excluded.

20. WHOLE AGREEMENT

20.1 This Agreement and the documents referred to in it contain the whole agreement between the
Parties relating to the transactions contemplated by this Agreement and supersede all
previous agreements between the Parties relating to these transactions.

20.2 Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on
any representation, warranty, collateral contract or other assurance (except those set out in
this Agreement and the documents referred to in it) made by or on behalf of any other Party
before the signature of this Agreement.

20.3 Each Party waives all rights and remedies which, but for sub-Clause 20.2, might otherwise be
available to it in respect of any such representation, warranty, collateral contract or other
assurance, provided that nothing in this Clause shall limit or exclude any liability for fraud.

21. COUNTERPARTS

21.1 This Agreement may be executed in any number of counterparts, all of which when taken
together shall constitute one and the same instrument, and any of the Parties may execute
this Agreement by signing any such counterpart.

21.2 Each counterpart may be signed and executed by the Parties and transmitted by facsimile
transmission and shall be as valid and effectual as if executed as an original.

16
 SCHEDULE 1

SHAREHOLDER NAMES AND PARTICULARS

No. Name of Shares Address Shareholding

Shareholder

1. xxx x%
(Identification
Number xxx)

2. xx xx%
(Identification
Number xx)

Total [5,000] [●] 100%

17
 SCHEDULE 2
FORM OF DEED OF ADHERENCE

THIS DEED is made on [••]

BETWEEN:

(1) [••] of [••] (the “New Shareholder”);

(2) [••] (the “Original Shareholder”); and

(3) [••] (the “Continuing Shareholders”).

WHEREAS:

(A) The Original Shareholder and the Continuing Shareholder are Shareholders to a shareholders
agreement dated [••] (the “Agreement”).

(B) The New Shareholder proposes to [purchase [••] ordinary shares in the capital of Company
Name (the “Company”) from the Original Shareholder. / subscribe for [••] ordinary shares in
the capital of the Company.

(C) This deed is made by the New Shareholder in compliance with Clause 7.4 of the Agreement.

THIS DEED WITNESSES as follows:

1. The New Shareholder confirms that it has been supplied with a copy of the Agreement.

2. The New Shareholder shall [purchase from / subscribe for] [••] ordinary shares in the capital
of the Company at a [purchase price / subscription price] of [••] per share and agrees to hold
the shares subject to the memorandum and articles of association of the Company.

3. The New Shareholder undertakes to the Continuing Shareholders to be bound by the

Agreement in all respects as if the New Shareholder was a Shareholder to the Agreement and
named in it as a Shareholder and to observe and perform all the provisions and obligations of
the Agreement applicable to or binding on a Shareholder under the Agreement insofar as they
fall to be observed or performed on or after the date of this deed.

4. The Continuing Shareholder undertakes to the New Shareholder to observe and perform all
the provisions and obligations of the Agreement applicable to or binding on a Shareholder
under the Agreement and acknowledges that the New Shareholder shall be entitled to the
rights and benefits of the Agreement as if the New Shareholder were named in the Agreement
in place of the Original Shareholder with effect from the date of this deed.

5. This deed is made for the benefit of (a) the Shareholders to the Agreement and (b) every
other person who after the date of the Agreement (and whether before or after the execution
of this deed) assumes any rights or obligations under the Agreement or adheres to it.

6. The address and facsimile number of the New Shareholder for the purposes of Clause 16 of
the Agreement is as follows: [••].

7. This deed may be executed in any number of counterparts, all of which taken together shall
constitute one and the same deed and any Shareholder may enter into this deed by executing
a counterpart.

8. This deed is governed by and shall be construed in accordance with Singapore law.

18
IN WITNESS of which this deed has been executed and has been delivered on the date which
appears first on page 1.

Signed, Sealed and Delivered by )

[••] )
was hereunto affixed in the presence of: )

___________________________
Name:

19
IN WITNESS WHEREOF, this Agreement was entered into by the Parties on the date abovestated:

The Company

SIGNED by )
[•] )
for and on behalf of )
COMPANY NAME )
in the presence of: )
___________________________
[•]

_____________________________
Witness:

The Shareholders

SIGNED by )
xx
in the presence of: )
___________________________
[*]

_____________________________
Witness:

SIGNED by )
xx
in the presence of )
___________________________
[*]
_____________________________
Witness:

20