PRIVATE & CONFIDENTIAL

Dear *name of counterparty

____________________________(Company)

__________________ (Registration No)

Agreement for Appointment of Non-Executive Local Resident Director (“Nominee

Director”)

This letter sets out the nature and scope of my services as a Nominee Director of the
Company.

1. Appointment of Nominee Director

I will perform the services as Nominee Director for a period of 1 year commencing
[*date to be inserted]. Should I be unable to perform the services for any reason
whatsoever, I shall be entitled appoint a replacement Nominee Director without any
liability to the Company.

2. Scope of Services
Written instructions shall be issued to me in respect of my duties under this
agreement. The Company will provide me with a list of persons authorised to give
instructions to the Nominee Director together with specimen signatures of such
authorised persons. The Company shall ensure that the list of authorised persons is
updated.

I may, at his own discretion, act or refrain from acting in relation to the Company if the
Company, the other directors and the shareholders of the Company fail to reply to any
of my communication and/or correspondence.

I will sign directors' resolutions provided that all other directors of the Company
have signed the resolutions. I shall not be involved in the management and
operations of the Company and am under no obligation to execute documents
involving the management and operations of the Company.

3. Appointment of Nominee Director

The Company undertakes and warrants that:

• all acts required to be done by me in my capacity as Nominee Director shall

comply with all laws affecting or binding on the Company;
• all statements and documents that the Company requests me to sign are true and
accurate;
• the Company shall not use or quote my name in any document or transaction
without my prior written consent; and

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 • the Company shall keep proper accounts and will file all tax returns and all papers
and documents which are required by law to be filed with any authority and all
fees and taxes that are required by law to be paid by the Company shall be paid.

4. Indemnity
The shareholder(s) of the Company shall execute and deliver the attached documents
as followings:
• Application to Strike off the Company
• Application for Wavier to file Tax to Iras
• Director’s Resolution to strike off
• EGM for striking off
• Letter of Authorization to strike off
• Letter to Iras – strike Off
• Member’s Resolution to strike off
• Notice of EGM for Strike off
The existing shareholder(s) shall procure the execution of the same documents by
any new shareholder(s) before the transfer of any shares in the Company to such
new shareholder(s).

You, the director(s), shareholder(s) and the Company shall indemnify and hold me
harmless against all charges, costs (including legal and professional expenses on a
full indemnity basis), claims, damages, expenses, losses and liabilities which I may
sustain or incur or for which I may be liable in the course of acting as Nominee
Director of the Company and against all actions, suits, proceedings, claims, demands
of any nature whatsoever which may be taken, made or threatened against me or
incurred or become payable by me or which may arise directly or indirectly by reason
or as a result of me acting as a nominee director of the Company or as a result of the
breach of contract, tort, default, negligence, omission and/or act of the other
director(s), shareholder(s) and/or the Company and all other costs, charges and
expenses in connection with the above unless the same are solely a result of wilful
default or fraud on my part.

5. Information
The Company shall, within 7 days of receipt of my request in writing, provide me with
such documents as I may request including but not limited to all financial documents,
management accounts, an updated list of the director(s) and shareholder(s) of the
Company and/or any document necessary for the performance of the Nominee
Director’s services.

6. Fees
I appoint PAUL HYPE PAGE MANAGEMENT SERVICES PTE LTD (“PHP”) as my
agent to receive all monies due under this agreement, issue invoices and receipts on
my behalf and file all necessary documents with ACRA. For the avoidance of doubt,
PHP has been appointed my agent for the aforesaid purposes and shall not be liable
to you, the director(s), the shareholder(s) and/or the Company in any way. You, the
director(s), the shareholder(s) and/or the Company acknowledge and agree to waive
any claim that you may have against PHP.

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 My fees shall be SGD * per annum which shall be paid within 7 days upon receipt of
PHP’s invoice. Should my fees remain outstanding for more than 30 days, I shall be
entitled to terminate this agreement within 14 days after my notice of termination to
you.

This agreement may be renewed for a minimum of 6 months or such period as I may
agree. The renewal notice shall be sent to me at least 1 month prior to the expiry of
the current term. Renewal fees shall be paid within 7 days upon receipt of PHP’s
invoice.

My fees are subject to revision from time to time and I will notify the Company three
(3) months in advance prior to imposition of any fee revision.

Additional services not included in the services listed above shall be charged
separately. I will notify the Company prior to undertaking any additional services and
any additional charges for such services shall be agreed by the parties.

My fees exclude any expenses, disbursements, applicable taxes and other costs that
may be incurred in connection with the performance of the Nominee Director.

7. Deposit
The Company will pay PHP a security deposit of S$XXXX/- within 7 days of the
execution of this agreement. The deposit will be refunded within 1 month after the
termination of this agreement or after the Company ceases to be registered with
ACRA, whichever is the later. The deposit may be used to pay any unpaid fees and/or
expenses incurred by me under this agreement. The deposit may be adjusted from
time to time and I will notify the Company three (3) months in advance of any deposit
adjustment.

8. Bank Account and Financial Records

The Company’s bank account opening application shall be signed by me and the
Board of the Company shall pass a resolution to this effect. The Company shall
submit its monthly bank statements to me by the * day of the next calendar month. If
there is a failure to do so, it will be consider a breach of this contract and PHP shall
file such necessary documents as executed by the shareholder(s) of the Company
to strike the Company off ACRA’s register.

9. Contract Value Above SGD10,000

The Company shall provide me with a copy of all contracts with contract value above
SGD10,000.

10. Termination
This agreement may be terminated by me by giving the Company thirty (30) days’
prior written notice without citing any reason.
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 I shall not be liable for any charges, costs (including legal and professional
expenses), claims, damages, expenses, losses and liabilities arising out of, relating
to and/or in connection with the Company’s failure to engage another resident
director after the termination of this agreement and the director(s), shareholder(s)
and the Company shall indemnify and hold me harmless against all charges, costs
(including legal and professional expenses on a full indemnity basis), claims,
damages, expenses, losses and liabilities arising out of, relating to and/or in
connection with the Company’s failure to engage another resident director after the
termination of this agreement.

Either party shall be entitled to forthwith terminate this agreement by written notice
to the other party should any of the following events occur:

(i) appointment of a trustee or receiver for all or any part of the assets of the
other party;
(ii) a petition in bankruptcy or insolvency by or against the other party;
(iii) assignment, attachment or expropriation of a substantial part of the assets of
the other party;
(iv) discontinuance of a substantial part of business by the other party.

In the event of breach of any provision in this agreement, the non-defaulting party
shall be entitled to terminate this agreement should the defaulting party fail to
remedy such breach within 30 days after receipt of a notice from the non-defaulting
party. The date of termination of this agreement shall be the day after the expiry of
the said 30 days period.

Upon termination, PHP shall file such necessary documents as executed by the
shareholder(s) of the Company to strike the Company off ACRA’s register.

11. Contracts (Rights of Third Parties) Act

A person who is not a party to this agreement has no right under the Contracts
(Rights of Third Parties) Act to enforce any term of this agreement.

12. Governing Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of
the Republic of Singapore. The parties shall submit to the exclusive jurisdiction of the
courts of Singapore.

Please sign and return the duplicate copy of this letter to me together with the documents
required.

Yours sincerely,

_______________________________

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*NAME OF NOMINEE DIRECTOR

I, *name (Passport No. *), confirm my acceptance of the terms herein.

________________________
*Name of counterparty
Date: