Common use of Conditions Precedent to the Proposed Subscription Clause in Contracts

Conditions Precedent to the Proposed Subscription. The completion of the Proposed Subscription is conditional upon the satisfaction (or waiver) of the following conditions on or prior to the Subscription Longstop Date (as defined below): (a) the receipt of the LQN from the SGX-ST for the listing of and quotation for the Subscription Shares on the Catalist Board of the SGX-ST (on conditions, if any, reasonably acceptable to the Parties, and to the extent that any conditions for the listing of and quotation for such Subscription Shares on the Catalist of SGX-ST are required to be fulfilled on or before Subscription Longstop Date, they being so fulfilled) and the LQN being in full force and effect as at the date of completion of the Proposed Subscription; (b) the continued trading of the Shares on Catalist Board; (c) the requisite approval of the Shareholders (with the Subscriber and his Associates abstaining) having been obtained at an extraordinary general meeting to be convened by the Company in relation to the Proposed Subscription pursuant to, inter alia, Rules 803, 804, 805(1), 811(3) and 812(2) of the Catalist Rules; (d) proof of funds for the aggregate Subscription Amount, in a form satisfactory to the Company, to be provided by the Subscriber to the Company; (e) the allotment and issuance of the Subscription Shares on the Issue Date (as defined below in section 4.9 of this announcement) not being prohibited by its constitutive documents, any statute, order, rule or regulation promulgated after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company; (f) the respective representations and warranties of each Party to the Subscription Agreement being true and accurate in all material respects on and as of the date of the Subscription Agreement and as at the Issue Date (as defined below), with the same force and effect, and each Party having performed and complied with all their respective undertakings, covenants and agreements set out in the Subscription Agreement on or prior to the Issue Date (as defined below); (g) all required consents and approvals for the transactions under the Subscription Agreement having been obtained without restrictions or limitations whatsoever that are unacceptable to the Parties, and being in full force and effect, in particular, and without limitation; and (h) the approval of the Board for the entering into of the Subscription Agreement and the transactions under the Subscription Agreement and any related transactions in relation thereto. If any of the conditions precedent set forth in the Subscription Agreement is not satisfied or waived (as the case may be) by the date falling three (3) months from the date of the Subscription Agreement (or such other date as the parties may agree in writing) (the “Subscription Longstop Date”), the Subscription Agreement shall terminate and the obligations of the Company to issue the Subscription Shares and the Subscriber to subscribe for the Subscription Shares shall ipso facto cease and determine thereafter. Upon termination, the Subscription Agreement shall be of no further effect and no party thereto shall be under any liability to the other parties in respect of the Subscription Agreement (except for any antecedent breach of the Subscription Agreement).

Conditions Precedent to the Proposed Subscription. The completion of Parties’ obligations to complete the Proposed Subscription is are conditional upon the satisfaction (or waiver) of the following conditions on or prior to by the date falling three (3) months from the date of the Subscription Agreement (or such other date as the parties may agree in writing) (the “Longstop Date (as defined belowDate”): (a) the receipt of the LQN listing and quotation notice (the “LQN”) from the SGX-ST for the listing of and quotation for of the Subscription Shares on the Catalist Board of the SGX-ST (on conditions, if any, reasonably acceptable to the Parties, and to the extent that any conditions for the listing of and quotation for such Subscription Shares on the Catalist of SGX-ST are required to be fulfilled on or before Subscription Longstop Long-Stop Date, they being so fulfilled) having been obtained and the LQN such approval being in full force and effect as at the date of completion of the Proposed SubscriptionClosing Date; (b) the continued trading Company and the Subscribers shall execute all documents or instruments as may be deemed necessary or desirable by the SGX-ST and/or the Sponsor in view of the Shares on Catalist BoardRules and all applicable laws; (c) the finalisation and procurement of the issuance of the circular to the Shareholders for the requisite approval of the Shareholders (with the Subscriber Subscribers and his Associates their associates abstaining) having been to be obtained at an extraordinary general meeting of the Company to be convened by the Company in relation to the Proposed Subscription pursuant toby the Subscribers for the compliance to applicable laws, regulations and the Catalist Rules, inter alia, Rules 803, 804, 805(1), 811(3) ), 812(2), 906 and 812(2) 918 of the Catalist Rules; (d) proof the delivery of funds all relevant information and documents required for the aggregate Subscription Amount, in a form satisfactory to the Company, to be provided by the Subscriber completion to the Company; (e) the allotment and issuance of the Subscription Shares on the Issue Date (as defined below in section 4.9 date of this announcement) issuance of the Subscription Shares not being prohibited by its constitutive documents, any statute, order, rule or regulation promulgated after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company; (fi) the respective representations and warranties of each Party to the Subscription Agreement being true and accurate in all material respects on and as of the date of the Subscription Agreement and as at the Issue Date (as defined below), with the same force and effect, and each Party having performed and complied with all their respective undertakings, covenants and agreements set out in the Subscription Agreement on or prior to the Issue Date (as defined below); (g) all required consents and approvals for the transactions under the Subscription Agreement having been obtained without restrictions or limitations whatsoever that are unacceptable to the Parties, and being in full force and effect, in particular, and without limitation; and (h) the approval of the Board for the entering into of the Subscription Agreement and the transactions under the Subscription Agreement and any related transactions in relation thereto. If any of the conditions precedent set forth in the Subscription Agreement is not satisfied or waived (as the case may be) by the date falling three (3) months from the date of the Subscription Agreement (or such other date as the parties may agree in writing) (the “Subscription Longstop Date”), the Subscription Agreement shall terminate and the obligations constitution of the Company to issue the Subscription Shares and the Subscriber to subscribe for the Subscription Shares shall ipso facto cease and determine thereafter. Upon termination, the Subscription Agreement shall be of no further effect and no party thereto shall be under any liability to the other parties in respect of the Subscription Agreement (except for any antecedent breach of the Subscription Agreement).and,