RAJAH & TANN SINGAPORE LLP

9 Battery Road #25-01, Singapore 049910

Dear Edward,

By way of introduction, my name is Ernita and I am from the corporate

commercial department at Rajah & Tann Singapore LLP. I will be assisting
Jabbar in this matter.

We understand that you require our assistance to conduct a complete due

diligence on a Singapore Company (the "Target"). We anticipate the scope of
work and our professional fees (excluding disbursements and GST) in this
matter are as follows:

Proposed Services Fee Range (S$)

50,000 – 60,000

Legal Due Diligence

a. Corporate Secretarial Due Diligence

Review corporate secretarial documents limited to verifying:

a. that the Target has been properly incorporated;

b. the capital structure of the Target;
c. that the shares in the Target have been validly issued and validly
transferred to its current shareholder and is 100% owned by its current
shareholder; and
d. whether there are any registrable charges registered against the assets
of the Target.

We will not report on routine corporate matters (such as filing of annual

returns) or instances of procedural non-compliance.

We will review board resolutions and shareholder's resolutions for the past
3 years only to flag out any material disclosures. If the due diligence throws
up red flag issues for which rectification action is required, such rectification
action will not be covered under our fee quote.
 b. Contractual Due diligence

(a) We will review an aggregate of up to [20] material contracts

(including, business contracts and employment contracts) entered into
by the Target, with a view to highlight the following:

a. third party consents and/or waivers required under the terms of

contracts in relation to the proposed transaction/investment;

b. rights and obligations triggered by the proposed

transaction/investment (including obligations to give notice);

c. any unusual or onerous terms in the documents entered into by

the Target; and

d. provisions or undertakings contained in contracts which may

restrict or otherwise affect the proposed transaction/investment.

(b) We will also review the key regulatory licenses, permits and
approvals held by the Target (if any) to identify any consent/notice
requirements triggered by the proposed transaction/investment.

c. Cause book searches

We will conduct cause book searches on the Target relating to appeal

cases, admiralty, civil cases, enforcement and insolvency for the last three
(3) years.

d. Preparation of Due Diligence Report

At the conclusion of our due diligence exercise, we will prepare a Due

Diligence Report, summarizing our findings in each of the areas described
above. We will provide detailed summaries of the documents reviewed.

iii. Assumptions

Our estimate is a high-level ballpark estimate given that the extent and scope
of our involvement is uncertain at this point. Our fees will really depend on,
amongst other things, further details of the proposed
transaction/investment and the final scope of the due diligence. Please rest
assure that if our actual time costs at the end of the transaction is lower, the
fees billed will reflect the actual amount of work done for this matter.

This estimate is subject to the following assumptions:

(a) after the initial draft/review of the documents mentioned above,

there will be no more than two (2) turnarounds of each document;
(b) any attendance at negotiations, calls or meetings (whether with
you/your other advisors or with the counterparties) will be charged
separately on a time-costs basis;
(c) the complexity of the matter will not exceed that normally
encountered in similar cases and there will not be any unusual urgency
or unforeseen issues or complications arising during the engagement
that require us to undertake work beyond what is presently envisaged;
(d) save as otherwise agreed, all drafts to be prepared by us will be
based on our own in-house formats and we are not required to adapt
drafts from any third party. All drafts and documents will be in English
and governed by Singapore law;
(e) the matter will not extend beyond three (3) months from
commencement of work. If it does, please note that we may need to
further discuss with you the terms of our engagement;
(f) we will have reasonable time frames in the ordinary course of
business hours to perform the work required for this matter;
(g) we will not be required to advise on any disputes or proceedings
which are discovered by our searches and inquiries;
(h) our fee quote is exclusive of any advice on competition law, tax,
insurance or environmental issues;
(i) we will not be required to carry out independent due diligence in
respect of any financial or taxation matters of the Target;
(j) all documentation required for the due diligence will be made
available electronically via a virtual data room which we will be permitted
to print, and it will not be necessary for our lawyers to travel and inspect
documents;
(k) the parties involved in the project will make available to us any
documents/information required in a timely and efficient manner;
(l) the due diligence on any assets located outside Singapore (if any),
will be conducted by foreign counsel and any issues involving a law other
than Singapore law will be reviewed by foreign counsel - our review of
any documents governed by foreign law will be from a purely Singapore
law perspective; and
 (m) if for any reason the work is aborted or postponed for an indefinite
period prior to its completion, we will have the right to charge our fees
based on the hours spent until such termination date.

Any work done outside the scope and/or assumptions stated above will be
charged separately on a time-costs basis, as we are unable to anticipate the
duration and extent of our involvement in such circumstances. Please also note
that our final fees and costs may vary from this estimate if, amongst other
things, the scope of instructions and/or the structure changes.

Our engagement is subject to us clearing our conflicts checks. In this regard,

we would be grateful if you could provide the names of the client on record and
Target.

Please do not hesitate to contact us if you have any further queries.

Thank you.

Warm regards
Ernita

L’avocat Law CORPORATE

LEGAL DUE DILIGENCE
Duration: 1 week after all
documents are provided
In corporate law, due diligence is the process of conducting an
intensive investigation of a company or business as one of the
first steps in a pending purchase of a business.

When buying a company or a business, legal considerations are

as important as financial and tax considerations to the success of
your purchase of the company or business. Your management
will probably want to take certain steps to make sure you are
covering all your legal bases, including:

▪ Ensuring that all the directors, secretaries and auditors have

been validly appointed

▪ Ensuring that all shares have been validly issued and

allotted, and that all transfers of shares are valid

▪ Ensuring that you get a full assessment of the possible legal

risks related to the corporate status, assets, debts, leases,
warranties, long-term customer agreements, indemnities,
contracts, securities, intellectual property and employees of
the target company

▪ Ensuring that all actual and potential lawsuits and/or

investigations by governmental bodies are fully disclosed
 ▪ Conducting a thorough legal analysis and inventory of the
existing employment conditions to help you any
employment or HR related issues of the proposed deal and
anticipate possible burdens to any post-deal harmonisation
of employment conditions

▪ Making sure the complex corporate legal documentation is

done properly during the implementation of the ideal
transaction structure

▪ Ensure the target has complied with relevant laws including

the Personal Data Protection Act
We can assist you in avoiding legal pitfalls by tackling them
early on at the negotiation table before the signing of the sale
and purchase agreement.

COST: S$7,000 (NETT FIXED PRICE)

Payment option 1: Pay upfront and get 10% discount.

Payment option 2: Pay $5,000 deposit and pay the balance of

$2,000 upon issuance of the due diligence report.

SCOPE OF WORK
▪ Review legal documents on virtual data room or on-site at
target's office

▪ Review of the corporate secretarial documents to ascertain

the valid appointment of the directors, secretaries and
auditors, and the valid issue, allotment and transfer of
shares

▪ Review of all contracts, legal documents and material

transactions of the target company

▪ Preparation of due diligence report with an executive

summary

▪ Email advice and telephone calls to discuss issues arising

from the due diligence exercise

▪ Up to three (3) physical meetings with clients

▪ Company searches and litigation searches to be billed

separately

▪ Due to the nature of legal due diligence, our same day

guarantee does not apply