REPL::Placements::UPDATE - Issue of S$1,200,000 Convertible Loan Note convertible into 380,952,381 ordinary shares

Name of the Subscriber

Current shareholding

Shareholding of the

Shareholding of

of the Subscriber

Subscriber (assuming full

the Subscriber

(%)(1)

conversion of the

(assuming full

Convertible Loan Note

conversion of the

only) (%) (2)

Convertible Loan

Note and

completion of the

RCR Subscription)

Rest Investments Ltd

-

8.04

6.87

Issue Size

:

S$1.20 million

Subscription Price

:

100% of the principal amount of the Convertible Loan

Note (the "Loan Principal")

The Loan Principal shall be disbursed in two tranches as

follows:

(a)

the first tranche of the of the Loan Principal being

an amount equal to S$800,000 (the "Loan

Principal Tranche 1") shall be disbursed within

three business days after receipt by the Company

of the Shareholders' Approval Undertaking (as

defined below), subject to the fulfillment of the

following conditions:

(i)

the receipt by the Company of an

undertaking in writing from Polaris Nine

Pte. Ltd., in its capacity as the controlling

shareholder of the Company, to vote in

favour of the Shareholders' Approval

when

tabled

for

shareholders'

consideration at the forthcoming annual

general meeting or such other general

meeting of the Company, such

undertaking to be in form and substance

reasonably

and

mutually

agreed

between the parties (the "Shareholders'

Approval Undertaking");

(ii)

there having been, as at the date of

disbursement of Loan Principal Tranche

1, no occurrence of any event nor the

discovery of any fact rendering untrue or

incorrect in any material respect any of

the warranties contained in the

Subscription if they were repeated on

and as of such date;

(iii)

save for the requisite approvals and

consents to be obtained for the issue and

subscription of the Convertible Loan Note

as well as the AIP (as defined below) to

be obtained for the Conversion Shares,

the

issue

and

subscription

of the

Completion

:

Completion of the subscription ("Completion") shall take

place on the date (the "Completion Date") falling three

clear market days after the date on which all the

conditions precedent set out in the Subscription

Agreement are satisfied or otherwise waived in writing.

In the event that Completion does not take place within

the period of three months from the date of the

Subscription Agreement or such other date as may be

mutually agreed upon between the parties (the "Long-

stop Date"), the outstanding Loan Principal shall on and

from the business day immediately after the Long-stop

Date be repaid in full together with interest accrued

thereon by the Company to the Subscriber in accordance

with the Subscription Agreement.

Unless Completion has taken place, the Loan Principal

Tranche 1 shall be repayable on demand together with

interest accrued thereon in accordance with the

Subscription Agreement ("Refund Monies") on and from

the business day immediately after the Long-stop Date.

Late interest at the rate of 12% per annum shall accrue

on the unpaid amount of the Refund Monies for any

default or delay in the aforesaid repayment for the period

commencing on the third business day immediately after

the receipt of the aforesaid demand and ending on the

date of full repayment of the Refund Monies.

Interest

:

8% per annum on the Loan Principal Tranche 1 for the

period commencing on (and including) the date of

disbursement of the Loan Principal Tranche 1 and ending

on (and including) the Completion Date (subject to a

minimum interest of S$12,000), such interest to be paid in

cash on the date of repayment of the Loan Principal

Tranche 1 pursuant to the Subscription Agreement or, if

Completion were to take place, rolled over to be paid on

the date of the repayment of Loan Principal Tranche 2 or

on the Maturity Date (as defined below), whichever is the

earlier.

If Completion were to take place, the Company further

agrees to pay interest at the rate of 8% per annum on the

outstanding Loan Principal which shall include, for the

avoidance of doubt, the Loan Principal Tranche 1 (the

"Outstanding Amount") for the period commencing on

(and including) the Completion Date and ending on (and

including) the date of the full repayment of the

Outstanding Amount.

Maturity Date

:

the date falling on the last day of the eighteenth (18th)

month immediately following the disbursement of the

Loan Principal Tranche 1 or such later date that the

Parties agree in writing (the "Maturity Date")

Conversion Price

:

S$0.00315 for each Conversion Share

Conversion

:

The Subscriber shall have the option (the "Option") to

convert all or any part of the outstanding Loan Principal

and any interest accrued thereon, at any time and from

time to time at its discretion, into Conversion Shares at

the Conversion Price, fractional Conversion Share (if any)

resulting from such conversion to be disregarded. The

Option may be exercised more than once at any time on

or before the Maturity Date on the terms and subject to

the conditions of the Subscription Agreement

Anti-dilution Protection

:

The base Conversion Price will be adjusted in certain

circumstances, including sub-division, consolidation and

reclassification of Shares, issuance of securities and

capital distributions, other than specified excluded

transactions

Conversion Period

:

At any time from the Completion Date up to and including

the Maturity Date

Status of Conversion Shares

:

The Conversion Shares shall, when issued, be free from

all claims, charges, liens and other encumbrances