Shareholders' Agreement

THIS AGREEMENT (the Agreement) is made on

BETWEEN:
1.

The persons whose names are set out in Schedule 1 (collectively the Founders and
individually a Founder);

2.

The persons whose names are set out in Schedule 2 (collectively the Investors
and individually an Investor);

and
3.

Company Name, a company incorporated in Singapore with its registered address

at Company Address (the Company).

WHEREAS:

1.

The Company is a private company limited by shares incorporated in Singapore under

the Companies Act (Cap. 50) and has at the date of this Agreement an authorised share
capital of Cash Amount Invested comprising Number of Ordinary Shares ordinary
shares of Price of Share each (Shares).

2.

Pursuant to the Share Purchase Agreement (defined below), the Investors agreed to
subscribe for, and the Company agreed to allot and issue to the Investors, inter alia,
an aggregate of Number of shares allocated to investor Shares.

3.

As at the date hereof, the Investors are the registered owners of an aggregate of
Number of shares allocated to investor Shares in the proportions set out opposite their
respective names in Schedule 2. As at the date hereof, the Founders are the registered
owners, free from all charges, liens and other encumbrances, of the remaining issued
capital of the Company of Remaining shares after investment held by Founders Shares
in the proportions set out opposite their respective names in Schedule 1.

4.

The parties hereto have agreed to enter into this Agreement to give effect to their
intentions and to regulate their relations inter se and in the conduct of the business
and affairs of the Company.

IT IS HEREBY AGREED as follows:

1.

Definitions and Interpretation

In this Agreement, unless the subject or context otherwise requires:

1.1.

the following words and expressions shall have the following meanings:
Act means the Companies Act (Cap. 50) of Singapore;
Articles means the new Articles of Association of the Company duly amended to the

satisfaction of the Investors to reflect the terms of this Agreement (as from time to time
amended, modified or supplemented);
Auditors means the auditors from time to time of the Company and who are approved
by the Investors;

Board means the board of directors for the time being of the Company;
Business Day means a day (other than Saturday and Sunday) on which commercial
banks are open for business in Singapore.
Connected Companies means collectively, any companies which are and may from
time to
time be connected with the Company, and for these purposes, a company (the Connected
Company) shall also be deemed to be connected with the Company if:
(a)

any shareholder or director of the Company or any parent, uncle, aunt,

grandparent, spouse, sibling or children of such shareholder or director
(hereinafter Connected Persons) holds the position of shareholder (whether
legal or beneficial) or director in the Connected Company or directly or
indirectly controls the Connected Company PROVIDED THAT for the

purposes of this definition, a company shall not be deemed to be a

Connected Company by reason only of any of the aforementioned persons
being interested in the shares of such company if such interest is in shares
representing less than 5% of the issued share capital of the company and
such company is listed on a Recognised Stock Exchange; or
(b)

the Connected Company directly or indirectly controls the Company.

(The Connected Company shall be deemed to control the Company if it
has an interest of 25% or more in the shares of the Company),

and,
Connected Company means, individually, any of them;
Directors means the directors for the time being of the Company and Director means
any one of them;

Investor Directors means the Director(s) appointed by the Investors pursuant to Clause
2.1;

Other Shareholders means all the Shareholders save for the Investors;
Recognised Stock Exchange means any recognised stock exchange as declared from
time
to time by the Monetary Authority of Singapore for the purpose of the Security Industry
Regulations, 1986 promulgated under the Securities Industry Act (Cap. 289) or such
other stock exchange as may be agreed between the parties;
Shareholders means the Investors, the Founders and any other person holding Shares

who shall have executed a deed of ratification and accession pursuant to Clause 5.8;
Share Purchase Agreement means the share purchase agreement dated the date hereof
and entered into between the Founders, the Investors and the Company for the purchase

of certain Shares in the Company by the Investors; and

subsidiary shall have the meaning ascribed to it in the Act.

1.2.

any 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 transactions entered into hereunder or in connection with this
Agreement;

1.3.

references to Clauses and the Schedules are to clauses of and the schedules to this
Agreement;

1.4.

the headings in this Agreement are for convenience only and shall not affect the
interpretation hereof;

1.5.

capitalised words and expressions not defined in this Agreement shall bear the same
meanings ascribed to them in the Investment Agreement unless the context otherwise
requires;

1.6.

unless the context otherwise requires, references to the singular number shall
include references to the plural number and vice versa and references to natural
persons shall include bodies corporate and the use of any gender shall include all
genders; and

1.7.

references to S$ and Dollars are to the lawful currency of Singapore.

2.

Management of the Company

2.1.

Constitution of Board of the Company

Each of the parties hereto agrees that the

Board shall at all times consist of a minimum of three Directors, of which the Founders
shall be entitled to appoint two Directors. The Investors shall be entitled to appoint one (1)
Director (Investor Director).
2.2.

Removal of Directors

The right of appointment by the Investors under Clause 2.1

shall include the right to substitute such Directors appointed by them respectively
from office at any time, and the right to determine from time to time the period for
which such persons shall hold office as Investor Directors.
2.3.

Manner of appointment and removal

Any appointment or removal of the

Investor Director pursuant to Clauses 2.1 and 2.2 shall be made in writing and be
signed by or on behalf of all the Investors and shall be delivered to the registered
office for the time being of the Company. In order to give effect to the provisions of
this Clause 2, each of the Shareholders shall exercise all his or its voting rights for the
time being in the Company to enable such Director to be appointed and to prevent the
passing of any resolutions giving effect to the removal from office as Directors any
person so appointed.

2.4.

ternate Director

A Director shall be entitled at any time and from time to time

to appoint any person to act as his alternate and to terminate the appointment of such

person and in that connection the provisions of the Articles shall be complied with.
Such alternate director shall be entitled while holding office as such to receive
notices of meetings of the Board and to attend and vote as a Director at any such
meetings at which the Director appointing him is not present and generally to exercise
all the powers, rights, duties and authorities and to perform all functions of his
appointor. Further, such alternate director shall be entitled to exercise the vote of the
Director appointing him at any meetings of the Board and if such alternate director
represents more than one Director, such alternate director shall be entitled to one vote
for every Director he represents.
2.5.

Quorum

All meetings of the Board shall be convened and conducted in accordance

with the provisions of the Act and the Articles. The quorum for any meeting of the Board
shall be two (2) Directors or by their alternate director. If a quorum is not present half an
hour from the time appointed for the holding of a meeting of the Board when it is first
convened, the meeting shall be adjourned to the day following 14 Business Days
thereafter at the same time and place. If at such adjourned meeting a quorum is not
present within half an hour from the time appointed to hold the meeting, then any two
Directors present at such adjourned meeting shall form a quorum for the purposes of that
meeting. Notice of each adjourned meeting shall be given to all Directors.
2.6.

Meetings

Meetings of the Board shall be held at such times as the Board shall

determine. Not less than seven days' notice (or such shorter period of notice in respect
of any particular meeting as may be agreed by the Directors) of each meeting of the
Board specifying the date, place and time, of the meeting and the business to be
transacted thereat shall be given to all Directors.
2.7.

Resolutions in writing

A resolution in writing circulated to all the Directors for the

time being and signed or approved by a majority of the Directors by facsimile, cable or
telex communication shall be as valid and effectual as if it had been passed at a meeting
of the Directors duly convened and held PROVIDED THAT one of the Directors
approving such resolution shall be an Investor Director. Any such resolution may consist
of several documents in like form, each signed by one or more Directors.

2.8.

Conference

The Directors may participate in a meeting of the Directors by

means of a conference telephone or similar communications equipment by means of

which all persons participating in the meeting can hear one another, without a Director
being in the physical presence of another Director or Directors, and participation in a
meeting pursuant to this Clause shall constitute presence in person at such meeting.

2.9.

Quorum at general meeting

The quorum at any general meeting shall be

two or more of the Shareholders present in person or by proxy, of which at least

one person present must be a representative of the Investors.
2.10.

Nominees

The Shareholders hereby irrevocably agree that as the Investor

Directors are the nominees of the Investors, such Investor Directors shall be entitled to
report all matters concerning the Company, including but not limited to, matters
discussed at any

meeting of the respective boards, to the Investors and their shareholders and that such
Investor Directors may take advice and obtain instructions from the Investors,
PROVIDED THAT nothing in this Clause 2.11 shall be deemed to release the Investor
Directors from their fiduciary duty to the Company as Directors of the Company.
2.11.

Auditors

The Founders shall procure that a reputable firm of accountants

satisfactory to the Investors shall hold office as Auditors of the Company as soon as
practicable after the execution of this Agreement and in any case no later than 3 months
from the date hereof.

2.12.

Directors in other companies

Where the Company has an interest in another

company (the Related Company) and is entitled to appoint one or more directors
of the Related Company, the Founders and the Company shall procure that, if
requested by the Investors, a representative of the Investors shall be appointed as a
director of the Related Company.

3.

Business of the Company

3.1.

Nature of the Company's business

The Shareholders agree that the Company

shall deal in, design, devise, supply, modify, develop, manufacture, assemble, import,
export, buy, sell (wholesale and retail), exchange, barter, let or hire, or otherwise trade,
market and distribute all forms of computers, mobile devices, digital cameras,
information technology, eCommerce-enabling software tools, internet-based sales
marketing programmes, electronic and electrical products, software, programmes,
machines, microchips, cards, cables, wires and equipment and to maintain, service and
repair all forms of computer, electronic and electrical products, software, programmes,
machines, microchips, cards, cables, wires, membranes and equipment and to provide
technical, advisory and consultancy services for users and potential users of the
aforesaid.
3.2.

Change of the Business

The Company may from time to time extend the nature

or area of its business with the prior written approval of the Investors.

4.

Undertakings by the Company and the Founders

4.1.

Information

The Founders and the Company jointly and severally undertake to

the Investors that for so long as any of the Investors holds any Shares the Company
shall and the Founders shall procure that the Company shall:
(a)

produce and deliver to the Investors annual audited accounts within 90 days
after the end of each financial year and quarterly management accounts of the
Company;

(b)

produce and deliver to the Investors the annual budget and operations plan of
the Company for the following financial year by not later than the date falling
60 days before the commencement of such financial year and the management
reports of the Company when so requested by the Investors; and

(c)

grant the Investors, if so requested by the Investors, reasonable access to the

books of the Company and permit the carrying out of audits by
representatives of the Investors, at the Investor's own expense.
In the event that the Company acquires or establishes any new subsidiaries, the
Founders' and Company's obligations set out in this Clause 4 shall be deemed to
include the obligation to produce the relevant records, accounts and documents of
such subsidiaries (and, where requested by the Investors, on a consolidated basis).
The Founders' and Company's obligations set out in Clause 4 shall cease upon any of
the Shares being listed on any Recognised Stock Exchange.

5.

Transfers of Shares

5.1.

Restriction on Transfer (a)

No Shareholder shall transfer shares held by him in the capital of the Company
otherwise than in accordance with the provisions of the Articles and this
Agreement.

(b)

For so long as the Investors hold Shares in the Company, the Other Shareholders
shall not sell, charge, encumber, transfer or otherwise dispose of all or any part of
their interest in the share capital of the Company save with the prior written
consent of the Investors.

5.2.

Transfer to Third Party

Subject to Clause 5.1, any Shareholder may transfer

Shares to any third party Provided Always that:

(a)

the Founders shall first be notified and given the opportunity to purchase all (and
not a part) of such shares at the price at which the third party is to purchase such
shares (and the Founders shall be deemed not to have exercised this right after
the expiry of 21 days from the date of any notice to the Founders pursuant to this
sub- Clause); and

(b)

such third party shall not in the opinion of the Board be in competition with the
Company and the provisions of Clause 7 shall have been complied with by the
Transferor.

5.3
.

Condition of Transfer

Unless otherwise agreed by the Shareholders, it shall be a

condition precedent to the right of any Transferor to transfer Shares that the Transferee (if
not already bound by the provisions of this Agreement) executes in such form as may be
reasonably required by and agreed between the existing Shareholders a deed of
ratification and accession under which the Transferee shall be bound by the obligations
and shall be entitled to the benefit of this Agreement as if an original party hereto in
place of the Transferor.

6.

Public Listing

6.1.

The Shareholders agree that each of them will use their best endeavours to procure a
listing of the Company on a Recognised Stock Exchange on or before (or such other
stock exchange or later date as the Investors may agree).

6.2.

The Shareholders agree that in the event of a listing of the Company, the Investors shall
have the right but not the obligation to make available their entire shareholding or such
proportion of their shareholding to be offered to the public as Vendor Shares. For the
avoidance of doubt, in the event that there is a quota on the number of Shares which
may be offered as Vendor Shares, then not less than half of such quota, if less than the
Investors' entire shareholding, shall at the Investors' sole discretion, consist of the
Investors' Shares.

7.

Co-Sale

If any of the Founders (the Transferor) shall decide to sell any of his Shares to any third
party, the Investors may at their discretion require the Transferor to procure such third
party to purchase, such number of Shares as such Investor may require, on terms no less
favourable than those offered for such Shares held by the Transferor. The Founders shall
procure compliance by the Transferor with this co-sale obligation.
8.

Duration and Termination

8.1.

Termination

Subject to the provisions of this Agreement, this Agreement shall take

effect without limit in point of time. If any Shareholder sells all of its or his Shares in
accordance with the provisions of this Agreement and with the Articles, it or he shall be
released from all of his obligations hereunder. If following any such transfer there shall be
more than two Shareholders bound by the provisions of this Agreement, this Agreement
shall continue in full force and effect as between the continuing Shareholders PROVIDED
THAT this Agreement shall terminate upon the listing of the Company on any Recognised
Stock Exchange.

9.

Finance
It is hereby agreed that none of the Investors nor Investor Directors shall in any
circumstances be obliged to furnish any form of security (whether jointly or severally) in
connection with any indebtedness of the Company.

10.

Costs and Expenses

All costs and expenses incurred in the preparation, negotiation and execution of this
Agreement and related documents shall (whether or not there is completion under the
Share Purchase Agreement) be borne by the party incurring such costs and expenses.
11.

Confidentiality

11.1.

Communications

All communications between the parties hereto and the

Company or any of them and all information and other material supplied to or
received by any of them from the others which is either marked "confidential" or is by

it

nded to be exclusively for the knowledge of the recipient alone and any information

concerning the business transactions or the financial arrangements of the parties

hereto or the Company or of any person with whom any of them is in a confidential

at

relationship with regard to the matter in question coming to the knowledge of the

ur

recipient shall be kept confidential by the recipient unless or until compelled to

disclose by judicial or

in

administrative procedures or in the opinion of its counsel, by other requirements of

te

law, or the recipient can reasonably demonstrate that

(a)

it is or part of it is, in the public domain, whereupon, to the extent that it is a public,
this obligation shall cease or

(b)

it is required to be furnished to the bankers or investors or potential investors of any

of the parties hereto or to any regulatory agencies as part of a public flotation

exercise involving the Company, and in such cases, this obligation shall cease
only
to the extent required under the respective circumstances.

11.2.

By Company

The Founders shall procure the observance of the abovementioned

restrictions by the Company and shall take all reasonable steps to minimise the risk of
disclosure of confidential information, by ensuring that only the Company's
employees, directors, agents and contractors whose duties will require them to
possess any of such information shall have access thereto.
11.3.

Notwithstanding Termination

The obligations contained in this Clause shall

endure, even after the termination of this Agreement, without limit in point of time
except and until any confidential information enters the public domain as set out
above.

12.

Notices

12.1.

Addresses

All notices, demands or other communications required or permitted

to be given or made hereunder shall be in writing and delivered personally or sent by

prepaid registered post or telefax addressed to the intended recipient thereof at his or its
address or telefax number set out below (or to such other address or telefax number as
any party may from time to time notify the others).
To the Founders: As set out in Schedule 1

To the Investors: As set out in Schedule 2

To the Company: Company Name

Address: Company Address

Tel No: +65 Telephone Number
Fax No: +65 Fax Number

Deemed delivery

Any such notice, demand or communication shall be deemed

to have been duly served (if given or made by telefax) immediately or (if given or
made by letter) seven days after posting and in proving the same it shall be sufficient to
show that the envelope containing the same was duly addressed, stamped and posted.

13.

General Matters

13.1.

Remedies

No remedy conferred by any of the provisions of this Agreement is

intended to be exclusive of any other remedy which is otherwise available at law, in

equity, by statute or otherwise, and each and every other remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter Founding
at law, in equity, by statute or otherwise. The election of any one or more of such
remedies by any of the parties hereto shall not constitute a waiver by such party of the
right to pursue any other available remedies.
13.2.

Prevalence of Agreement -

In the event of any inconsistency between the provisions

of this Agreement and the Articles, the provisions of this Agreement shall as between
the Shareholders prevail and the Shareholders shall procure the passing of special
resolutions

for the amendment of the Articles to reflect the provisions of this

Agreement.

13.3.

Assignment

Save as expressly provided in this Agreement, the respective rights

and obligations of the parties hereunder shall not be assignable or transferable.

Provided always that the Investors shall be entitled to assign or transfer their
respective rights and obligations hereunder to any other funds as may be managed by
the respective fund management companies managing the Investors.
13.4.

Further Acts

The Shareholders shall execute and do and take such steps as may

be in their power to, procure that all other necessary persons, if any, execute and do all
such further documents, agreements, deeds, acts and things as may be required so that
full effect may be given to the provisions of this Agreement.
13.5.

Severance

If any provision of this Agreement or part thereof is rendered void,

illegal or unenforceable by any legislation to which it is subject, it shall be rendered

void, illegal or unenforceable to that extent and no further.
13.6.

Amendment and Variation

No amendment or variation of this Agreement shall

be effective unless made in writing and signed by and on behalf of each of the
parties.

14.

Previous Agreements

14.1.

This Agreement and the documents referred to herein are in substitution for all
previous agreements between all or any of the parties hereto and contain the whole
agreement between the parties relating to the subject matter of this Agreement.

14.2.

amendment or variation of this Agreement shall be effective unless in writing and signed

by or on behalf of each of the parties.

15
.

Assignment
Save as expressly provided in this Clause or elsewhere in this Agreement, the
respective rights and obligations of the parties under this Agreement shall not be
assignable or transferable. Provided always that the Investors shall be entitled to assign
or transfer their respective rights and obligations hereunder to any other funds as may
be managed by the respective fund management companies managing the Investors.

16.

Governing Law and Jurisdiction

16.1.

Governing Law -

This Agreement shall be governed by and construed in

accordance with the laws of Singapore.

16.2.

Jurisdiction

In relation to any legal action or proceedings arising out of or in

connection with this Agreement, each of the parties hereto hereby irrevocably submits to
the non-exclusive jurisdiction of the courts of Singapore.

17.

Counterparts

17.1.

This Agreement may be signed in any number of counterparts, all of which taken
together and when delivered to the parties hereto shall constitute one and the same
instrument.
Any party may enter into this Agreement by signing any such counterpart.

17.2.

All parties agree that a faxed copy of any counterparts of this Agreement duly signed by
the parties shall be valid and effectual and this Agreement shall be deemed duly signed
by that party.

Schedule
2
The Founders
Name / NRIC or Passport No.

Correspondence

Founder Name

Address & Tel No.

and Fax No.

Schedule
2
The Investors
Name

Correspondence

No. of Subscription Shares

Investor Name

Address & Tel

Number of Shares

No.
and Fax No.

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the
beginning.
THE FOUNDERS
Founder Name
Date:
Witness:

Founder 2 Name
Date:
Witness:
THE INVESTORS
Investor Name

Date:
Witness:
THE COMPANY

Company Name
Date:
Witness: