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Shareholders' Agreement

THIS AGREEMENT (the Agreement) is made on


BETWEEN:
The persons whose names are set out in Schedule 1 (collectively the
Founders and individually a Founder);
The persons whose names are set out in Schedule 2 (collectively the
Investors and individually an Investor);
and
, a company incorporated in Singapore with its registered address at (the
Company).
WHEREAS:
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 comprising ordinary shares of
each (Shares).
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 Shares.
As at the date hereof, the Investors are the registered owners of an
aggregate of 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 Shares in the proportions
set out opposite their respective names in Schedule 1.
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:
Definitions and Interpretation
In this Agreement, unless the subject or context otherwise requires:
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:
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
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.
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;
references to Clauses and the Schedules are to clauses of and the
schedules to this Agreement;
the headings in this Agreement are for convenience only and shall not
affect the interpretation hereof;
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;
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
references to S$ and Dollars are to the lawful currency of Singapore.
Management of the Company
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).
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.
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.
Alternate 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.
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.
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.
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.
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.
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.
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.
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.
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.
Business of the Company
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.
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.
Undertakings by the Company and the Founders
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:
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;
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
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.
Transfers of Shares
Restriction on Transfer
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.
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.
Transfer to Third Party Subject to Clause 5.1, any Shareholder may
transfer Shares to any third party Provided Always that:
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

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.
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.
Public Listing
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).
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.
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.
Duration and Termination
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.
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.
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.
Confidentiality
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 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 parties hereto
or the Company 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 or until compelled to disclose by judicial or administrative
procedures or in the opinion of its counsel, by other requirements of law,
or the recipient can reasonably demonstrate that
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
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.
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.
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.
Notices
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:
Address:
Tel No: +65
Fax No: +65
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.
General Matters
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.
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.
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.
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.
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.

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.
Previous Agreements
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.
No amendment or variation of this Agreement shall be effective unless in
writing and signed by or on behalf of each of the parties.
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.
Governing Law and Jurisdiction
Governing Law This Agreement shall be governed by and construed in
accordance with the laws of Singapore.
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.
Counterparts
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.
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
Schedule 2
The Investors
NameCorrespondence No. of Subscription Shares

IN WITNESS WHEREOF this Agreement has been entered into on the date
stated at the beginning.
THE FOUNDERS
Signature

Date:
Witness:
Signature
Signature

Date:
Witness:
Signature
THE INVESTORS
Signature

Date:
Witness:
Signature
THE COMPANY
Signature

Date:
Witness:
Signature

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