TRUST DEED
THIS DEED IS MADE on the day of
BETWEEN
(1) nnof n (the “Trustee”);
AND
(2) n (NRIC No. n) care n (“Beneficiary”).
WHEREAS :-
A. The Trustee has subscribed for or otherwise acquired nshares
of S$1.00 each (“Shares”) in the capital of n (Registration No. n), a company incorporated in
B. The total consideration for the said subscription for and/or acquisition of the Shares is S$n.
C. The total consideration paid for the Shares was provided by
the Beneficiary and it has been agreed that the Shares shall be held in name of
the Trustee for the benefit of the Beneficiary absolutely on the terms of this
Deed.
NOW THIS DEED made in pursuance of the said agreement and for the consideration
herein witnesseth as follows :-
1. The parties declare that the whole of the beneficial interests in the Shares belongs to the Beneficiary and the Trustee shall hold the Shares in trust for the Beneficiary absolutely.
2. Without prejudice to the generality of the above :-
2.1 the Trustee undertakes and agrees not to sell, part with possession
or otherwise deal with the Shares, any part thereof, any accretions thereto or
any related rights or interests save and except with the consent of the
Beneficiary;
2.2 if and when required by the Beneficiary to do and as soon it
is possible for the Beneficiary to become a registered holder of the Shares,
the Trustee will sign and execute all deeds documents or other writings and do
all acts and things which may be necessary to enable the Beneficiary to be the
registered holder of the Shares;
2.3 the Trustee shall as soon as possible
forward and/or convey to the Beneficiary all information, statements, accounts
and documents that the Trustee may receive as or by virtue of him being the
registered holder of the Shares;
2.4 the Trustee shall disclose to the
Beneficiary all agreements and/or arrangements binding on all shareholders of
the Company;
2.5 the Trustee shall act in good faith
and with due diligence for the benefit of the Beneficiary in respect of all
matters relating to the Shares and the Company; and
2.6 the Trustee shall take all steps
within his power to protect the Beneficiary’s interests in the Shares, all
accretions thereto and all related rights and interests.
3. The Beneficiary shall indemnify the Trustee for all payments properly made by the Trustee in accordance with this Deed in relation to the Shares or the Company and for all payments made and costs and expenses properly incurred as a result of carrying out the instructions of the Beneficiary.
4. Where holders of Shares are obliged to meet cash-call by the Company, the Beneficiary shall put the Trustee in funds to meet the cash-call.
5. In the event that the Beneficiary wishes to dispose of her interests in the Shares, the Beneficiary shall give the Trustee the first right of refusal to purchase the said interests at a price to be agreed or at fair market value to be determined by a public accountant appointed by mutual agreement and the costs of engaging the accountant shall be shared by the parties equally.
6. In the event that the holding company of the Company becomes a public listed company, the Trustee shall procure for the Beneficiary the right to have the Shares exchanged for shares in the capital of the public listed company.
IN WITNESS WHEREOF, the parties have hereunto set their hands ans
seals on the date above.
Signed Sealed
& Delivered by )
)
n )
)
in the presence of :- )
Signed Sealed
& Delivered by )
)
n )
in the presence of :- )