(Company Registration No. 199206445M)
(the “Company”)
SETTLEMENT AGREEMENT
1.
INTRODUCTION The Company refers to its announcement of 30 June 2009 (the "Announcement"). Capitalised terms herein that are defined in the Announcement shall have the meanings ascribed to such terms in the Announcement.
2.
UPDATE ON PAYMENTS DUE UNDER THE METECH AGREEMENT AND GRX AGREEMENT Based on the terms of the GRX SPA and the Metech SPA (both as amended) (collectively, the "Agreements"), approximately S$4,647,836 is or will be due to the GRX Vendors and the Metech Vendors (collectively, the "Vendors") on or about 31 December 2009 (the "Debt") (of which S$820,322 was due and payable to certain Vendors on or before 30 June 2009 (the "June Payment")). The amounts stated herein to be outstanding are the Singapore Dollar equivalent of the sums owing under the relevant agreements based on the exchange rate of US$1 = S$1.4566. Subsequent to discussions with the Vendors:(a) the Company will issue 44,252,997 ordinary shares (the "Settlement Shares") in the issued share capital of the Company to certain Vendors at the issue price of S$0.018 per share in settlement of 20% of the Debt owing by the Company to such Vendors (namely, Sameer Advani, New Heritage Finance, Ltd, Advani Family Trust and Michael Wright (collectively, the "Settlement Vendors") (the amount of the Debt to be settled by the Settlement Shares is approximately S$796,554); the Company will make payment of 80% of the Debt owing by the Company to each Settlement Vendor (the "Balance Sum") after completion of the Company's proposed Rights Issue (the aggregate amount of the Balance Sum payable to all the Settlement Vendors is approximately S$3,186,216); the issue of the Settlement Shares and the payment of the Balance Sum on the terms above in discharge of the Debt owing to the Settlement Vendors are set out in a settlement agreement (the "Settlement Agreement") entered