INVESTORS’ RIGHTS AGREEMENT
 
THIS AGREEMENT is made on the [Date]
  
BETWEEN:
 (1) ABC PTE. LTD. a company incorporated in Singapore and having its registered office [address] (the "Investor");
 
(2) DEF PTE. LTD. a company incorporated in Singapore and having its registered office [address] (the "Company"); and
 
(3) XYZ of [address] (the "Shareholder") a shareholder of the Company.
 
WHEREAS:
 (A) The Investor has made loans to the Company pursuant to a Convertible Loan Agreement; and

(B) The parties herein have agreed that the Investor be given certain rights in relation to information and management of the Company in consideration of the Investor providing financial and other support to the Company.

 
NOW IT IS HEREBY AGREED as follows:
 
1. MATTERS REQUIRING INVESTOR’S CONSENT
1.1 In consideration of the Investor agreeing to continue to provide financial and other support to the Company, for so long as there are outstanding amounts owing by the Company to the Investor, no action of the Company shall be taken without the consent of Investor on any of the following matters:

1.1.1    changing the principal business of the Company, entering new lines of business, or exiting the current line of business;
1.1.2    adopting or changing the annual business plan;
1.1.3    adopting or changing the annual budget;
1.1.4    adopting or changing the retail concept;
1.1.5    entering into by the Company of any contract or other commitment which has a term exceeding one year;
1.1.6    entering into by the Company of any contract or other commitment resulting in payments to or by the Company in an aggregate amount of more than S$50,000;
1.1.7    hiring, terminating, or changing the compensation of persons of a managerial position or whose annual salary exceeds S$36,000;
1.1.8    purchasing, leasing, acquiring, selling or disposing of any real property;
1.1.9    selling, assigning, licensing or otherwise dealing with the trade names, trademarks and other intellectual property of the Company; and
1.1.10  issuing new shares to parties other than the Shareholder or the Investor.

1.2 The Shareholder shall procure that the Company complies with its obligations herein.

2. INFORMATION RIGHTS
2.1 The Company shall give to the Shareholder and the Investor a monthly management report containing all information that the Company normally provides to its directors.

2.2 If the Investor is not represented on Company’s board of directors:
2.2.     the Investor shall be entitled to consult with and advise management of the Company on significant business issues, including management’s proposed annual business plans, and management will meet with Investor regularly during each year at the Company’s facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans;
2.2.2    the Investor or its representative shall be entitled to examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations;
2.2.3    the Company shall give a representative of Investor copies of all notices, minutes, consents and other material that the Company provides to its directors.

3. CONFIDENTIALITY
The Investor agrees to keep confidential any confidential information obtained from the Company pursuant to the terms of this Agreement.

4. COUNTERPARTS
This Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

5. PROPER LAW AND JURISDICTION
The terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of Singapore.
 
IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have duly executed this Agreement on the date first written above.
 
 
Signed by
For and on behalf of ABC PTE LTD
 
in the presence of:   
 
 
 
 
 
Signed by 
For and on behalf of DEF PTE LTD 
 
in the presence of:
 
 
 
 
 
Signed by    
XYZ   
 
in the presence of: