FUND SINGAPORE INVESTMENTS PTE. LTD. · Between FUND SINGAPORE PTE. LTD. ... accounts, dealers'...

Dated this day of 2018

Between

FUND SINGAPORE PTE. LTD.

(“FS”)

FUND SINGAPORE INVESTMENTS PTE. LTD.

("FSI")

FUND SINGAPORE MEDTECH PTE. LTD.

(the “Company”)

And

THE PERSONS NAMED IN SCHEDULE 1

(each an “Investor”, and collectively, the “Investors”)

PREFERENCE SHARE SUBSCRIPTION AGREEMENT

63 Market Street #06-04 Bank of Singapore Centre

Singapore 048942 Email: [email protected]

Website: www.fundsingapore.com.sg

Preference Share Subscription Agreement 2 of 23

Contents

1. DEFINITIONS AND INTERPRETATION ........................................................................ 3

2. SHAREHOLDING STRUCTURE OF THE COMPANY .................................................. 7

3. SUBSCRIPTION OF PREFERENCE SHARES ............................................................. 7

4. CONDITIONS PRECEDENT .......................................................................................... 7

5. COMPLETION ................................................................................................................ 8

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS .................................... 9

7. EXIT ................................................................................................................................ 9

8. CONFIDENTIALITY ...................................................................................................... 10

9. NOTICES ...................................................................................................................... 11

10. FURTHER ASSURANCE ............................................................................................. 12

11. DISCLAIMERS ............................................................................................................. 12

12. ENTIRE AGREEMENT ................................................................................................. 13

13. INCONSISTENCY WITH COMPANY’S CONSTITUTION ........................................... 13

14. SEVERABILITY ............................................................................................................ 13

15. REMEDIES ................................................................................................................... 14

16. INJUNCTIVE RELIEF ................................................................................................... 14

17. ELECTRONIC EXECUTION OVER THE PLATFORM ................................................ 14

18. COUNTERPARTS ........................................................................................................ 14

19. ASSIGNMENT .............................................................................................................. 14

20. SPIRIT AND INTENTION OF AGREEMENT ............................................................... 15

21. TIME OF ESSENCE ..................................................................................................... 15

22. NO PARTNERSHIP, AGENCY OR OTHER FIDUCIARY RELATIONSHIP ................ 15

23. FORCE MAJEURE ....................................................................................................... 15

24. COSTS ......................................................................................................................... 15

25. CONTRACTS (RIGHTS OF THIRD PARTIES) ............................................................ 15

26. GOVERNING LAW AND JURISDICTION .................................................................... 16

SCHEDULE 1 – THE INVESTORS, THE SUBSCRIPTION, AND THE SUBSCRIPTION PRICE ..................................................................................................................................... 19

SCHEDULE 2 – RIGHTS OF PREFERENCE SHARES ........................................................ 20

SCHEDULE 3 – SHAREHOLDING STRUCTURE ................................................................. 22

SCHEDULE 4 – INVESTMENT STRUCTURE ....................................................................... 23


THIS PREFERENCE SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made on the __________ day of _______________ 2018

BETWEEN

(1) Fund Singapore Pte. Ltd. (Singapore UEN No.: 201618589G), a company incorporated and registered in Singapore and having its registered office at 63 Market Street, #06-04, Bank of Singapore Centre, Singapore 048942 (“FS”);

(2) Fund Singapore Investments Pte. Ltd. (Singapore UEN No.: 201720817K), a company incorporated and Singapore and having its registered office at 63 Market Street, #06-04, Bank of Singapore Centre, Singapore 048942 (“FSI”);

(3) Fund Singapore Medtech Pte. Ltd. (Singapore UEN No.: 201819577R), a company incorporated and registered in Singapore and having its registered office at 63 Market Street, #06-04, Bank of Singapore Centre, Singapore 048942 (the “Company”);

(4) The Persons named in Schedule 1 (each, an “Investor”, and collectively, the “Investors”),

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

(A) The Company is a private limited company limited by shares, lawfully established and

operating in Singapore.

(B) The Company was incorporated by FSI specially for the purpose of investing (the “Investment”) in Clearbridge Biomedics Pte. Ltd. (Singapore UEN No. 200913076M) (the “Investee”).

(C) The Company has, at the date of this Agreement, the shareholding structure set out at

Part A of Schedule 3.

(D) To facilitate the Investment, the Investors hereby agree to subscribe for, and the Company agrees to issue, the Subscription Shares (as defined below) according to the terms and subject to the conditions set out in this Agreement (the “Subscription”).

(E) The Investors agree and understand that the Company’s shareholding in the Investee

post-Investment will be two-point-four percent (2.4%). For clarity, the final structure of the Investment is set out herein at Schedule 4.

NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement the following terms shall, unless the context otherwise requires, have

the following meanings: “Board” means the board of Directors of the Company; “Business Day” means a day, other than a Saturday, Sunday or a gazetted public holiday, on which banks are generally open in Singapore; “Conditions Precedent” has the meaning given to it in Clause 4.1; “Constitution” means the constitution of the Company as amended from time to time;


“Completion” means completion of the Subscription in accordance with the terms and conditions of this Agreement; “Completion Date” means 29 June 2018 or such other date as may be mutually agreed in writing by the Parties; “Confidential Information” means any information which is proprietary and confidential to a Party, information which relates to the Party, or any of its principals', clients' or customers' transactions or affairs, the Party’s trade secrets, technology, designs, intellectual property rights, documentation, manuals, budgets, financial statements or information, accounts, dealers' lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, whether such material is marked as being confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone and includes all information obtained by or disclosed to the Parties in connection with this Agreement; “Director” means a director for the time being of the Company; “Encumbrance" means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect; “Escrow Agent” means Padang Trust Singapore Pte Ltd (Singapore UEN No. 200720282M), or such other escrow agent that FS may in its sole discretion designate; “Escrow Account” means the non-interest-bearing deposit account operated by the Escrow Agent, or such other bank or account as FS may designate at its sole discretion, from which payments from Investors to the Company are administered; “Escrow Agreement” means the agreement that each Investor enters into with the Company, the Escrow Agent, FS, and FSI for the purpose of governing and regulating the management of monies held on behalf of the Investors and the Company in the Escrow Account; “FSI Affiliates” has the meaning set out in Clause 11.2; “Investee” has the meaning set out in Recital (B); “Investment” has the meaning set out in Recital (B); “Investor’s Onboarding Agreement” means the agreement entered into by the Investor for the use of the platform, www.fundsingapore.com.sg, and for the services provided by FS thereon;

“MAS” means the Monetary Authority of Singapore; “Ordinary Shares” means ordinary shares in the issued and paid-up share capital of the Company; “Particulars of Investment” means the document stating the Subscription Price paid by each respective Investor, as notified by such Investor through the Platform, and stating the date and time of such Investor’s acceptance of the terms of this Agreement, the prevailing Investor’s On-boarding Agreement, and the Escrow Agreement; “Platform” means www.fundsingapore.com.sg, or such other website as FS may from time to time provide crowdfunding services from;


“Preference Shares” means preference shares in the issued and paid-up share capital of the Company, with the rights as set out in Schedule 2; "Representatives" means, in relation to a Party, its advisers, agents, employees, officers or other representatives; “S$”, “SGD” or “$” mean Singapore Dollars, being the lawful currency of the Republic of Singapore; “Service Fees” means the fees payable by the Investee to FS for the services rendered by FS to the Investee in facilitating this Agreement, and the Subscription herein, and shall be paid to FS in the manner set out at Clause 5.2 below;

“Shares” or “Share” means all or any number of shares in the issued and paid-up capital of the Company, including Ordinary Shares and Preference Shares; “Shareholder” means a person whose name is entered in the register of members of the Company as a holder of Shares, and “Shareholders” means two or more of them; “Subscription” has the meaning set out in Recital (D); “Subscription Price” means the respective subscription price payable by each Investor, as notified by the respective Investor to FS over the Platform, and as subsequently set out in each Investor’s Particulars of Investment; “Subscription Shares” means the Preference Shares to be issued and allotted by the Company to each of the Investors in their respective portions in accordance with the Subscription Price paid by that respective Investor, and the price per Subscription Share as set out in Schedule 1; and “Transfer” means, in relation to any share, to:

(a) sell, assign, transfer or otherwise dispose of it (including the grant of any option

over or in respect of it); (b) create or permit to subsist any Encumbrance over it (including but not limited to

any Encumbrance by way of security); (c) direct (by way of renunciation or otherwise) that another person should, or

assign any right to, receive it; (d) enter into any agreement in respect of the votes or any other rights attached to it

(other than by way of proxy for a particular shareholder meeting); or (e) agree, whether or not subject to any condition precedent or subsequent, to do

any of the foregoing, and

“Transferee” and “Transferred” shall be construed accordingly. 1.2 In this Agreement, unless the context or subject otherwise requires:

(a) a reference to a statute or other legislation includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them but excludes any re-enactment or modification after the date of this Agreement to the extent it makes any Party’s obligations more onerous or otherwise adversely affect the rights of any Party;

(b) references to “law” include any legislation, any common or customary law,

constitution, decree, judgment, order, ordinance, treaty or other legislative


measure in any jurisdiction and any directive, request, requirement, guidance or guideline (in each case, whether or not having the force of law but, if not having the force of law, compliance with which is in accordance with the general practice of persons to whom the directive, request, requirement, guidance or guideline is addressed);

(c) references to any agreement or document in this Agreement shall include

references to such agreement or document as from time to time amended, modified, supplemented or novated, and to any other agreement or document which so amends, modifies, supplements or novates such agreement or document;

(d) references to the Parties include their respective successors in title, permitted

assignees, heirs, executors, administrators and legal personal representatives; (e) references to the singular number shall include references to the plural number

and vice versa, and “person” includes an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;

(f) the use of any gender-specific or gender-neutral words shall include all gender-

specific or gender-neutral variations, including reference to gender neutral entities other than natural persons;

(g) “written” and “in writing” include any means of visible reproduction; (h) references to “days” in this Agreement means calendar days; (i) references to “Recitals”, “Clauses”, and “Schedules” are to the recitals,

clauses of, and the schedules to, this Agreement, and all references to this Agreement shall also include the Schedules, which form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement;

(j) the headings in this Agreement are for convenience only and shall not affect the

interpretation and construction hereof; (k) the words “include”, “includes” and “including” or words of similar effect are

deemed to be followed by the words “without limitation”; (l) an obligation under this Agreement (whether express or implied) to do

something includes an obligation to cause, procure or allow that thing to be done;

(m) an obligation under this Agreement (whether express or implied) not to do

something includes an obligation not to cause, procure or allow that thing to be done;

(n) where any obligation in this Agreement is expressed to be undertaken or

assumed by any Party, that obligation is to be construed as including a requirement that the Party concerned exercises all rights and powers of control over the affairs of any other person which that Party is able to exercise (whether directly or indirectly) in order to secure performance of the obligation; and

(o) anything or obligation to be done under this Agreement which requires or falls to


be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.

2. SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company as at the date of this Agreement is set out in Part A of Schedule 3.

3. SUBSCRIPTION OF PREFERENCE SHARES

3.1 Subject to the terms and conditions of this Agreement, each Investor shall subscribe for his portion of the Subscription Shares based on the Subscription Price paid by that Investor, and the price per Subscription Share set out in Schedule 1.

3.2 The Company shall effect the allotment and issuance of the number of Subscription Shares, free from all Encumbrances, as corresponds to the Subscription Price paid by each Investor.

3.3 FSI hereby waives any rights of pre-emption and/or rights of first refusal conferred on it by the Constitution or otherwise, in respect of the Subscription.

3.4 The shareholding structure of the Company after Completion is set out in Part B of Schedule 3.

4. CONDITIONS PRECEDENT

4.1 The obligation of each Investor to subscribe for his portion of Subscription Shares on the Completion Date is conditional upon the following conditions being fulfilled (if the same shall not already have been satisfied prior to the date hereof): (a) each Investor having unconditionally agreed, whether electronically or

otherwise, to the terms of the Investor’s Onboarding Agreement, and the Escrow Agreement;

(b) each Investor having paid the Subscription Price into the Escrow Account in accordance with the payment instructions specified by FS at its absolute discretion;

(c) the aggregate Subscription Price paid by all Investors into the Escrow Account is

equal to or exceeds S$1,165,000;

(d) each Investor having confirmed and accepted the general risk disclosure acknowledgement, in the form prescribed by the MAS; and

(e) this Agreement and the transactions contemplated herein not being prohibited by any statute, order, rule, or regulation, whether or not such statue, order, rule, or regulation is presently in force or is promulgated, made, or comes into force after the date of this Agreement, or prohibited by any legislative, executive, regulatory body, or authority of Singapore.

(each, a “Condition Precedent” and collectively, the “Conditions Precedent”).

4.2 Subject to Clause 4.3 below, the failure of one or more Investors to satisfy any of the

Conditions Precedent set out at Clause 4.1(a) to Clause 4.1(d) above shall not in any way release, waive, or otherwise modify the obligations of all other Investors under this Agreement.


4.3 In the event that any of the Conditions Precedent is not or cannot be fulfilled on or

before the Completion Date, the Company shall be entitled to waive such Condition Precedent (in part or in whole) at its sole discretion.

4.4 If any of the Conditions Precedent is not satisfied (or waived by the Company) on or before the Completion Date, this Agreement shall be deemed terminated and the Parties shall be released and discharged from their respective obligations under this Agreement with no claim against the other(s) for costs, damages, compensation or otherwise save in respect of existing breaches (if any) and except for the respective obligations, covenants or undertakings which, pursuant to the terms of this Agreement, are to survive such termination.

5. COMPLETION 5.1 Subject to the fulfilment or waiver of the Conditions Precedent, Completion shall take

place on the Completion Date at the office of the Company or at such other address as the Parties may mutually agree.

5.2 On the Completion Date, the Escrow Agent shall disburse the aggregate Subscription

Price paid by the Investors, subject to the deduction of any applicable bank transfer fees, in the following manner:

(a) the Service Fees to FS, and any other reasonable expenses as may be incurred by

FS in facilitating the Subscription;

(b) a sum to the Company to defray ongoing legal, administrative, and other expenses, such sum to be determined at the sole discretion of the Company, but in any event not more than fifteen (15%) of the aggregate Subscription Price paid by the Investors; and

(c) the balance of the aggregate Subscription Price to the Investee, after deduction of the sums specified at Clauses 5.2(a) and 5.2(b) above.

5.3 Upon the successful disbursement by the Escrow Agent of the aggregate Subscription

Price paid by the Investors in the manner set out in Clause 5.2 above, the Company shall deliver to each Investor the duly sealed and signed original share certificate(s) issued in the name of such Investor, representing his portion of the Subscription Shares.

5.4 The Investors understand and irrevocably agree that if the provisions of this Clause 5

are not fully complied with in any respect, the Company shall be entitled to elect (in addition to and without prejudice to all other rights or remedies available to it) to:

(a) defer the Completion to a date not more than twenty-one (21) days after such

original Completion Date so that the provisions of this Clause 5 shall apply to the Completion as so deferred;

(b) proceed with Completion so far as practicable but without prejudice to the non-defaulting Parties’ rights and remedies (whether under this Agreement generally or under this Clause) to the extent that the defaulting Parties shall not have complied with their obligations hereunder; or

(c) terminate this Agreement and the Parties shall be released and discharged from

their respective obligations under this Agreement with no claim against the other for costs, damages, compensation or otherwise save in respect of existing breaches (if any) and except for the respective obligations, covenants or undertakings which, pursuant to the terms of this Agreement, are to survive such termination.


6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

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

(a) the signing and delivery of this Agreement and the consummation of the

transactions contemplated by it will not result in the breach of any of the terms or conditions of, or constitute a default under, any agreement, commitment or other instrument to which it is a party, or violate any law, order or regulation of any governmental or judicial body or agency; and

(b) it has full power and authority to enter into and give effect to its obligations under

this Agreement and all steps required to be taken by it to authorise the entry into and giving effect to this Agreement have been properly taken.

6.2 The Company further undertakes to all other Parties that:

(a) all required consents and approvals for the transactions under this Agreement

will be obtained including, where applicable: (i) resolutions of the Company’s Board and/or Shareholders for the entering

into of this Agreement and the transactions under this Agreement and any related transactions as may be required in relation thereto (such as the amendment of the Constitution to incorporate the preferential terms of the Subscription Shares and the terms and conditions of this Agreement); and

(ii) waivers of pre-emption rights or written consents from the existing Shareholders of the Company for the issuance of the Subscription Shares by the Company; and

(b) amendments to the Constitution to incorporate the preferential terms of the

Subscription Shares (as required under the Companies Act (Cap. 50) of Singapore) be completed and the amended Constitution be lodged with the Accounting and Corporate Regulatory Authority of Singapore.

7. EXIT

7.1. In the event of an initial public offering of the Investee on the Singapore Exchange Securities Trading Limited, or any other recognised stock exchange, the Investors may each elect, subject to Clauses 7.2 to 7.4 below, for such fraction of the Investment as the Investor’s Preference Shares bears to the total number of outstanding Preference Shares: (a) to be sold in an orderly fashion at market value any time within six (6) months of

the earliest date upon which the Investment may be freely disposed of, and for the proceeds thereof to be distributed to the Investor; or

(b) to be distributed in specie to the Investor within three (3) months of the earliest date upon which the Investment may be freely disposed of,

save that the Company shall be entitled, in priority to any Investor’s rights under this Clause 7.1, to make deductions from, or liquidate, such portion of the Investment as may in the Board’s view be reasonable to account for legal, administrative, and other expenses of the Company.

7.2. Where one (1) or more Investors elect for their fraction of the Investment to be liquidated in accordance with Clause 7.1(a) above, the Board shall be entitled to aggregate or divide the electing Investors’ share of the Investment as the Board thinks fit in order to liquidate the Investment in an orderly fashion. The proceeds to each electing Investor shall be paid


within thirty (30) days of the expiry of the six (6) month period stated in Clause 7.1(a) above, calculated as follows:

𝑃(𝐼) = 𝐴𝑃 ∗𝐼(𝐸)

𝑇(𝐸)

Where: AP = aggregate proceeds from the disposal of all electing Investors’ share of the Investment I(E) = the individual electing Investor’s share of the Investment P(I) = proceeds to individual electing Investor T(E) = total electing Investors’ share of the Investment

7.3. Each Investor’s election in accordance with Clause 7.1 above shall be made within three

(3) months of the initial public offering of the Investee, or such later time as the Board may at its discretion specify. In the event that an Investor fails to make an election in accordance with Clause 7.1 above, the Board shall make such election on behalf of the Investor as the Board thinks fit, and the Investor shall be deemed to have waived all rights or claims against the Board, or the Company, in respect of the Board’s exercise of this power.

7.4. The Investors acknowledge and agree that the Board may make such provisions as they think fit in the case of shares in the Investee becoming distributable in fractions (including, provisions whereby in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down).

8. CONFIDENTIALITY 8.1. Each Party undertakes to the other Parties that it shall (and shall procure that its

Representatives shall):

(a) not, without the prior written consent of the other Parties, use or disclose to any person the other Parties’ Confidential Information it has or acquires; and

(b) make every effort to prevent the use or disclosure of the other Parties’

Confidential Information. 8.2. The confidentiality obligation under Clause 8.1 shall not apply to:

(a) the disclosure of any information which has previously become generally known

to the public, other than by reason of any wilful or negligent act or omission of a Party or any of its Representatives;

(b) the disclosure of any information which is required to be disclosed pursuant to

any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council), provided that the disclosing Party shall (to the maximum extent permissible by law) first inform the other Parties of its intention to disclose such information and use reasonable efforts to first consult with the other Parties in advance as to its form, content and timing;

(c) the disclosure of any information which is required to be disclosed pursuant to

any legal process issued by any court or tribunal whether in Singapore or


elsewhere; (d) the disclosure by a Party in confidence to its Representatives if such disclosure

is reasonably required for purposes connected with this Agreement; (e) the disclosure of any information which was independently developed by the

disclosing Party from information provided or obtained pursuant to or in connection with this Agreement; and

(f) the disclosure of any information which was lawfully in the possession of that

Party without any obligation of secrecy prior its being received or held.

8.3. The obligations contained in this Clause 8 shall endure, notwithstanding the termination of this Agreement, without limit in point of time.

9. NOTICES

9.1. Each and every communication or document to be delivered to any Party under this Agreement shall be made in writing and delivered by hand, prepaid post, or electronic mail. Each communication or document to be delivered to a Party shall be sent to that Party at the email address or address and marked for the attention of the person (if any), from time to time designated by that Party for the purpose of this Agreement. The initial addresses and email addresses of the Parties are:

The Company

Address : 63 Market Street, #06-04, Bank of Singapore Centre, Singapore

048942

Email : [email protected]

Attention to : Director

FS


048942



FSI


048942



The Investors

As per the contact details which each Investor shall inform FS over the Platform.

9.2. Subject to Clause 9.4 below, a demand, notice or other communication made or given by one Party to another Party in accordance with this Clause shall be effected and deemed to be duly served:

(a) if it is delivered by hand, at the time the letter containing such communication

was left at the relevant address; (b) if sent by post, on the third (3rd) Business Day after the letter containing such notice

or other communication was posted, postage prepaid and addressed to the relevant address as stated above;


(c) if it is sent by electronic mail, on the date and at the time recorded on the face of

the email as having been sent by the sending Party; and (d) if it is sent by courier, at the expiration of two (2) days after the package

containing the same shall have been received by the relevant courier company,

provided that in each case where service occurs after 6:00 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:00 am on the next following Business Day.

9.3. In proving such service, it shall be sufficient to prove that delivery by hand was made or

that the envelope containing such notice or document was properly addressed and posted as a prepaid ordinary mail letter or that the email confirmation note indicates the transmission was successful, or the package as the case may be containing such notice or document was properly addressed and sent to the relevant courier company.

9.4. Notwithstanding Clause 9.1 above, any demand, notice, or other communication to the Company, FS, and/or FSI shall only be deemed to be effected and duly served if the demand, notice, or other communication is both delivered by hand, courier, or post, and also sent by electronic mail.

10. FURTHER ASSURANCE

Each Party shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of this Agreement and the transactions hereunder and each Party shall use its best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of this Agreement and the transactions hereunder.

11. DISCLAIMERS 11.1. Each Investor acknowledges and agrees that the ordinary shareholders of the Company

from time to time, including FSI, shall be entitled to exercise their powers and rights as ordinary shareholders of the Company as they see fit. Unless otherwise stated in this Agreement, the Companies Act (Cap. 50), or any other written law, the ordinary shareholders of the Company shall not be required to consider or act in the best interests of the Investors.

11.2. Each Investor acknowledges and agrees that FS and/or FSI, their respective directors, officers, partners, employees, agents, affiliates, subsidiaries, successors and/or assigns (collectively, the “FSI Affiliates”) may, from time to time, subscribe for shares in, be employed by, or hold office in (whether as a director or officer, or otherwise), or otherwise be interested in the Investee.

11.3. Each Investor acknowledges and agrees that the Subscription is at his own risk and under no circumstances shall the FSI Affiliates be responsible for any loss, damage or liability incurred by the Investor arising out of, or in relation to, the Subscription. Each Investor understands and agrees that he retains complete control and discretion over whether to participate in the Subscription, including conducting his own research, analysis and assessment of the terms of the Subscription, and has had the opportunity to seek independent advice, whether legal, financial, or otherwise.

11.4. In addition, each Investor irrevocably and unconditionally agrees that the FSI Affiliates shall not, the fullest extent permissible by law, be liable to the Investor for any direct, indirect, punitive, incidental, special, economic, or consequential damages, losses, expenses or liabilities including, without limitation, damages for loss of use, loss of


contracts, loss of opportunity, loss of reputation or goodwill, loss of revenue or anticipated profits, loss or corruption of information or data, or losses to third parties, arising out of or in any way connected with:

(a) the performance of obligations or responsibilities under this Agreement;

(b) the exercise of powers or rights in the Company as ordinary shareholders; or

(c) the performance of any obligations or responsibilities in their capacity as director,

officer, or employee of the Investee,

whether the cause of action is legal or equitable, based in contract, tort, strict liability, or otherwise, and whether or not the FSI Affiliates were informed of the possibility of such loss or damage, except where such loss or damage arises from fraud or wilful default on the part of the FSI Affiliates.

12. ENTIRE AGREEMENT 12.1. The Parties agree that this Agreement, the Escrow Agreement, and the documents

referred to herein shall constitute the entire agreement between them with respect to the subject matters of this Agreement, and shall supersede all prior or contemporaneous proposals, agreements and all other communications (whether written or oral, express or implied) entered into between the Parties with respect to the subject matters hereof.

12.2. In the event of any inconsistency between the provisions of this Agreement, the Investor’s Onboarding Agreement, and the Escrow Agreement, the provisions of these agreements shall be read in the following order of precedence:

(a) this Agreement;

(b) the Investor’s Onboarding Agreement; and (c) the Escrow Agreement.

12.3. No amendment, modification of or addition to any provision of this Agreement shall be

effective unless made in writing and signed by the Parties or their duly authorised representatives (where applicable).

13. INCONSISTENCY WITH COMPANY’S CONSTITUTION

In the event of any inconsistency between the provisions of this Agreement and the Constitution of the Company, the provisions of this Agreement shall prevail and the Company shall take steps promptly to amend its Constitution so as to remove such inconsistency.

14. SEVERABILITY

If any term of this Agreement or the application of any such term is held by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable, the same shall be deemed to be deleted from this Agreement and be no force and effect, whereas the other terms hereof shall remain in full force and effect as if such term had not originally been contained in this Agreement. In the event of such deletion, and if the commercial basis of this Agreement is, whether by reason of any illegality or change in circumstances, substantially altered, the Parties shall review and agree on revisions mutually acceptable to them which shall most closely reflect their original intent and purposes in place of the terms so deleted.


15. 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 existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a Party hereto shall not constitute a waiver by such Party of the right to pursue other available remedies. No failure on the part of a Party hereto to exercise, and no delay in exercising any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of any right thereof or of the exercise of any other right.

16. INJUNCTIVE RELIEF

The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Therefore, any Party shall be entitled to seek injunctive relief, including specific performance, to enforce such obligations.

17. ELECTRONIC EXECUTION OVER THE PLATFORM

17.1. This Agreement may be executed electronically by each Party over the Platform in accordance with Section 8 of the Singapore Electronic Transactions Act (Cap. 88) and may be executed at any time on or before the date of this Agreement.

17.2. Each Party acknowledges and agrees that it may execute this agreement without having had sight of the full particulars of all (or any) Investors under Schedule 1. Each Party agrees and accepts that the particulars of each individual Investor is immaterial to the Party’s respective acceptance of the terms of this Agreement, and each Party agrees to be bound vis-à-vis any Investor who validly executes this Agreement on or before the date of this Agreement, notwithstanding that such Investor may have executed this Agreement after the Party in question has executed this Agreement.

17.3. For the avoidance of doubt, for the purposes of Clause 17.2 above, the term ‘each Party’ shall include each Investor.

18. COUNTERPARTS

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by signing any counterpart and each counterpart may be executed electronically or otherwise by the Parties and shall be valid and effectual as if executed as an original.

19. ASSIGNMENT

19.1. This Agreement shall be binding on and shall enure for the benefit of each of the Parties, their respective successors and any permitted assignee or transferee of some or all of any Party’s rights or obligations under this Agreement.

19.2. FS and/or FSI may transfer or assign any or all of its rights, undertakings, agreements, duties, liabilities and/or obligations hereunder, in whole or in part, without the prior written consent of the other Parties.


19.3. Neither the Company nor the Investors shall assign or transfer any of their respective rights, undertakings, agreements, duties, liabilities and/or obligations hereunder, in whole or in part, without the prior written consent of the other Parties.

20. SPIRIT AND INTENTION OF AGREEMENT

In entering into this Agreement, the Parties recognise that it is impractical to make provision for every contingency that may arise in the course of the observance or performance thereof. Accordingly, the Parties hereby declare it to be a cardinal principle of this Agreement and it to be their common intention that this Agreement shall operate between them with fairness and if in the course of the performance of this Agreement unfairness to a Party is disclosed or anticipated then the Parties shall use their best endeavours to agree upon such action as may be necessary and equitable to remove the cause or causes of the same.

21. TIME OF ESSENCE

Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

22. NO PARTNERSHIP, AGENCY OR OTHER FIDUCIARY RELATIONSHIP

Nothing in this Agreement shall constitute a Party as a partner, trustee, and/or any other fiduciary of the other Parties. Nothing in this Agreement is intended to constitute a Party as an agent of the other Parties and except as otherwise expressly provided under this Agreement, no Party shall have any power or authority to act in the name or on behalf of or to incur or accept any liability or obligation binding upon the other Parties except with the prior written consent of the other Parties.

23. FORCE MAJEURE

If any Party is rendered unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond the control of that Party, including but not limited to decrees or restraints by governmental authorities, acts of God, force majeure, strikes, war, riot and any other causes of such nature, then the performance of the obligations hereunder of that Party or all the Parties, as the case may be, and as they are affected by such cause shall be excused during the continuance of any inability so caused, but such inability shall as far as possible be remedied with all reasonable despatch.

24. COSTS

Save as provided in this Agreement, each Party shall bear its own legal and other professional costs and expenses in connection with the negotiation, execution and performance of this Agreement.

25. CONTRACTS (RIGHTS OF THIRD PARTIES)

Save as set out at Clause 11 above, a person who is not a party to this Agreement shall have no right under the Contracts (Right of Third Parties) Act (Cap 53B) of Singapore or otherwise to enforce any of its terms.


26. GOVERNING LAW AND JURISDICTION 26.1. This Agreement shall be governed by, and construed in accordance with, the laws of

Singapore.

26.2. All disputes, controversies or differences arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be first referred to the Singapore Mediation Centre for resolution by mediation in accordance with the Mediation Procedure of the Singapore Mediation Centre for the time being in force. The Parties agree to participate in the mediation and undertake to abide by the terms of any settlement reached.

26.3. If the dispute is not settled by mediation within fourteen (14) days of the first (1st) mediation session conducted under the auspices of the Singapore Mediation Centre or within such further period as the disputing Parties may agree in writing, the Parties agree to submit their dispute to the exclusive jurisdiction of the Singapore courts.

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IN WITNESS WHEREOF, this Agreement has been entered into by the Parties on the date and year first above written. SIGNED by ) LESTER CHAN , DIRECTOR ) for and on behalf of ) FUND SINGAPORE PTE. LTD. ) in the presence of: ) ) ) ) ________________________________ Witness Name: NRIC/Passport No: Address:

SIGNED by ) LESTER CHAN , DIRECTOR ) for and on behalf of ) FUND SINGAPORE INVESTMENTS PTE. LTD. ) in the presence of: ) ) ) ) ________________________________ Witness Name: NRIC/Passport No: Address:

SIGNED by ) , DIRECTOR ) for and on behalf of ) FUND SINGAPORE MEDTECH PTE. LTD. ) in the presence of: ) ) ) ) ________________________________ Witness Name: NRIC/Passport No: Address:


ACCEPTED and SIGNED by ) [INVESTOR] ) in accordance with Section 8 of the Electronic Transactions Act (Cap. 88) )


SCHEDULE 1 – THE INVESTORS, THE SUBSCRIPTION, AND THE SUBSCRIPTION PRICE

Number of Subscription Shares

Price per Subscription Share (S$)

Aggregate Subscription Price (S$)

1,165,000

1

1,165,000

S/N Full Name* NRIC / Passport No. / UEN No.

No. of Subscription Shares Subscription Price (S$)

1. John Lim

S12346677X 100,000 100,000

2. Peter Tan

T35734656K

300,000 300,000

Total

*Names set out above are for illustrative purposes only

SCHEDULE 2 – RIGHTS OF PREFERENCE SHARES (a) Dividends. Subject to the determination of the Directors, in their absolute discretion, that

there are available profits of the Company for distribution by way of dividends (the “Available Profits”) and the approval of the Shareholders for a declaration of a distribution of dividends in respect of such Available Profits, the holders of Preference Shares (collectively the “Holders, and each a “Holder”) shall be entitled to receive one hundred percent (100%) of all such Available Profits (“Preference Dividends”). For the avoidance of doubt, the available profits of the Company shall mean all income received by the Company, after deductions for all expenses of the Company (whether operating or otherwise), and any applicable taxes.

(b) Voting rights. The Holders shall not have any voting rights or powers, or be entitled to

exercise any rights as a shareholder of the Company, except as provided by law.

(c) Liquidation preference. In the event of a liquidation, dissolution or winding-up of the Company, the Holders shall be entitled to receive, on a pari passu basis as between themselves, in preference to holders of Ordinary Shares, an amount equal to one hundred percent (100%) of the issue price paid by or on behalf of the Holders at the time of issue of the Preference Share(s) (the “Liquidation Amount”), out of the net proceeds of the liquidation, dissolution or winding-up of the Company after payments to all creditors of the Company, whether secured or unsecured. If the net proceeds are insufficient to pay the Liquidation Amount, it shall be distributed to the Holders on a pro rata basis, calculated based on the number of Preference Shares held by each Holder at the material time. Thereafter, any remaining net proceeds shall be shared among all the holders of Ordinary Shares of the Company and the Holders on a pari passu basis. For the avoidance of doubt, for the purposes of such distribution of the remaining net proceeds of the Company, one (1) Ordinary Share shall be considered as being equivalent to one (1) Preference Share, and vice versa.

(d) Conversion. The Preference Shares are non-convertible and cannot be converted into

Ordinary Shares at the option of the Holder or the Company.

(e) Initial Public Offering. In the event of an initial public offering of Clearbridge Biomedics Pte Ltd (the “Investment”) on the Singapore Exchange Securities Trading Limited, or any other recognised stock exchange, the Holders may each elect for such fraction of the Investment that the Holder’s Preference Shares bears to the total number of outstanding Preference Shares: (i) to be sold at market value any time within six (6) months of the earliest date

upon which the Investment may be freely disposed of, and for the proceeds thereof to be distributed to the Holder; or

(ii) to be distributed in specie to the Holder,

save that the Company shall be entitled, in priority to any Holder’s rights under this regulation, to make deductions from, or liquidate, such portion of the Investment as may in the Board’s view be reasonable to account for legal, administrative, and other expenses of the Company.

Where one (1) or more Holders elect for their fraction of the Investment to be liquidated in accordance with paragraph (e)(i) above, the Board shall be entitled to aggregate or divide the electing Holders’ share of the Investment as the Board thinks fit in order to liquidate the Investment in an orderly fashion. The proceeds to each electing Holder shall be paid within thirty (30) days of the expiry of the six (6) month period stated in paragraph (e)(i) above, calculated as follows:

𝑃(𝐼) = 𝐴𝑃 ∗𝐼(𝐸)

𝑇(𝐸)


Where: AP = aggregate proceeds from the disposal of all electing Holders’ share of the Investment I(E) = the individual electing Holder’s share of the Investment P(I) = proceeds to individual electing Holder T(E) = total electing Holders’ share of the Investment Each Holder’s election in accordance with this paragraph (e) shall be made within three (3) months of the initial public offering of Clearbridge Biomedics Pte Ltd, or such later time as the Board may at its discretion specify. In the event that a Holder fails to make an election in accordance with this paragraph (e), the Board shall make such election on behalf of the Holder as the Board thinks fit, and the Holder shall be deemed to have waived all rights or claims against the Board, or the Company, in respect of the Board’s exercise of this power. The Board may make such provisions as they think fit in the case of shares in the Investee becoming distributable in fractions (including, provisions whereby in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down).


SCHEDULE 3 – SHAREHOLDING STRUCTURE

Part A – Shareholding Structure Prior to Completion

Shareholder

No. of Shares

Fund Singapore Investments

Pte. Ltd. 100 Ordinary Shares

Part B – Shareholding Structure After Completion

Shareholder

No. of Shares

Fund Singapore Investments

Pte. Ltd. 100 Ordinary Shares

The Investors

1,165,000 Preference Shares


SCHEDULE 4 – INVESTMENT STRUCTURE

The Company Singapore UEN No. 201819577R

100 Ordinary Shares held by FSI 1,165,000 Preferred Shares held by the Investors

Clearbridge Biomedics Pte. Ltd. Singapore UEN No. 200913076M

Total shareholding held by the Company (and/or it nominees): 2.4%

FUND SINGAPORE INVESTMENTS PTE. LTD. · Between FUND SINGAPORE PTE. LTD. ... accounts, dealers'...

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