Nominee Director Agreement

NOMINEE DIRECTOR INDEMNITY LETTER

Dear Sir,

We hereby appoint you as the Nominee Director of our Company immediately. Our Company hereby covenants and agrees to the followings:

• After reviewing the terms and conditions in relation to the provision of services by StarTeam Pte Ltd (the terms and conditions can be found in https://starteam.sg/corporate-secretary/legal/terms), and in particular the provisions contained in the section titled ‘Specific Terms Applicable to our Nominee Director Service’, and seeking clarifications regarding them (where applicable), our Company and us hereby agree to comply with all terms and conditions therein.
• Your service to act as a nominee director of our Company is for compliance with Section 145 of the Companies Act 1967 of Singapore requiring all companies incorporated in Singapore to have at least one Singapore resident director. Accordingly, you will not be involved in any management, financial or operational matters of the Company.
• Our Company will procure, undertakes and warrants, that all acts required to be done by you will comply with all laws affecting or binding upon all parties concerned and that all statements and documents which you are requested to sign all respectively be true and accurate.
• Your approval will be sought for registration of any new bank accounts.
• Our Company will provide StarTeam Pte Ltd with its monthly bank statements on or before the 15th of the following month.
• If this nominee director service is terminated, our Company and us will find another Singapore resident to replace you as soon as possible, and in any case, not later than 7 days after notice in writing informing the Company and us that such service has been terminated.
• Our Company and us agree that additional charges may be levied in the event of any non-compliance of the terms and conditions of this service (see the provisions contained in the section titled ‘Specific Terms Applicable to our Nominee Director Service’ and in particular, the sub-sections titled ‘Dissolution and No Response Fees’ and ‘Termination of Nominee Director Services by Us’).

Additionally, our Company and us agree to indemnify and hold you harmless at all times against claims and payments that you may in the course of acting in good faith as Nominee Director of our Company, render yourself legally liable and against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against you or incurred or become payable by you acting in good faith as Nominee Director of our Company.