Common use of Drawdown Clause in Contracts

Drawdown. 4.1 Subject to Clause 4.2, the Lender shall effect the disbursement of the Convertible Loan to the Borrower as follows: (a) the aggregate sum of S$1,000,000 (“First Drawing”) to be disbursed on the date of this Agreement or such other date as the Parties may otherwise agree in writing (“First Disbursement Date”), whereupon all of the events in Clauses 4.2 and 4.3 described below shall occur; and (b) subject to the satisfaction of the following conditions: (i) the disbursement of the First Drawing having been successfully effected; (ii) no material adverse change or a development involving a prospective material adverse change (as determined by the Lender) in the prospects, operations or financial conditions of the Borrower occurring between the First Disbursement Date up to and including the Second Disbursement Date; (iii) all representations, undertakings, covenants and warranties of the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Date; and (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on the date falling six (6) months immediately after the First Disbursement Date (“Second Disbursement Date”). 4.2 Notwithstanding any other provisions in this Agreement, the Lender shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower to the Lender on the First Disbursement Date: (a) certified true copies of the board and shareholders’ resolutions of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this Agreement; (b) a personal guarantee executed by CCK in favour of the Lender in the form set out in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”); (c) a corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”); (d) certified true copies of the board and shareholders’ resolutions of ML duly passed by the directors and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee; (e) a statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and (f) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion, confirming the net asset value of ML being at least [*****] (“LOR”). 4.3 On the First Disbursement Date, and against compliance by the Borrower with the provisions of Clause 4.2 above, the Lender shall disburse the aggregate amount of the First Drawing less the Year 1 Interest I into the Designated Bank Account. 4.4 If the First Drawing does not take place on or before the date falling thirty (30) Business Days after the date of this Agreement, the Lender shall be entitled to (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement).

Drawdown. 4.1 Subject to Clause 4.2​ 5.1 On each Drawdown Date, the Lender shall effect the disbursement of the Convertible Loan to the Borrower as follows:shall: ​ (a) issue a written notice to the aggregate sum of S$1,000,000 (“First Drawing”) to be disbursed on Lender substantially in the date of this Agreement or such other date as the Parties may otherwise agree in writing (“First Disbursement Date”), whereupon all form of the events in Clauses 4.2 Drawdown Notice for an amount equal to the Tranche 1 Loan (if such Drawdown Date is the First Drawdown Date) or an amount equal to the Tranche 2 Loan (if such Drawdown Date is the Second Drawdown Date); ​ (b) deliver to the Lender the following documents and 4.3 described below shall occurother evidence (to the extent not already delivered): (i) copy of the constitutional documents of each corporate Obligor, including: ​ (A) its deed of establishment; (B) its articles of association and all amendments thereto, including the relevant approvals of, report/notification to, the MOLHR and the registration at the Company Registry; and (bC) subject to its minutes of meeting of shareholders on the satisfaction appointment of the following conditions: (i) the disbursement incumbent members of the First Drawing having been successfully effected;board of directors and board of commissioners; ​ (ii) no material adverse change or a development involving a prospective material adverse change copy of the resolutions of board of directors, board of commissioners and shareholders (as determined by applicable) of each corporate Obligor approving the Lender) in terms and the prospects, operations or financial conditions performance of the Borrower occurring between the First Disbursement Date up Transaction Documents to and including the Second Disbursement Date;which it is a party; ​ (iii) all representations, undertakings, covenants and warranties copy of Resident Identity Card (Xxxxx Xxxxx Xxxxxxxx) of the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Daterelevant individual Obligor; and​ (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount prenuptial agreement of the Second Drawing less relevant individual Obligor; ​ (v) the Year 1 Interest II into the Designated Bank Account on the date falling six duly executed Transaction Documents (6) months immediately after the First Disbursement Date (“Second Disbursement Date”). 4.2 Notwithstanding any other provisions in except for this Agreement, the Lender shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower to the Lender on the First Disbursement Date: (a) certified true copies of the board and shareholders’ resolutions of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this Agreement; (b) a personal guarantee executed by CCK in favour of the Lender in the form set out in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”); (c) a corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”); (d) certified true copies of the board and shareholders’ resolutions of ML duly passed by the directors and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee; (e) a statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and (f) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender and delivered by the relevant parties thereto and, as applicable, duly consented to, or notified to and acknowledged by, the Borrower; and (vi) the original share certificates and copy of share registers, showing the Pledgor has pledged his shares in its sole discretion, confirming the net asset value of ML being at least [*****] (“LOR”)Borrower under the Share Pledge. 4.3 On the First Disbursement Date, and against compliance by 5.2 The Lender will only be obliged to make a Loan available to the Borrower with the provisions of Clause 4.2 aboveif, the Lender shall disburse the aggregate amount of the First Drawing less the Year 1 Interest I into the Designated Bank Account. 4.4 If the First Drawing does not take place on or before the date falling thirty (30) Business Days after the date of this Agreement, the Lender shall be entitled to Drawdown Notice and on the proposed Disbursement Date: ​ (a) no Event of Default is continuing or would result from the proposed Loan; and ​ (b) the Borrower Warranties are true and accurate in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement)respects.

Drawdown. 4.1 Subject to Clause 4.2, 2.1. The Borrower hereby requests a full drawdown of the Facility and the Lender shall effect provide the disbursement of the Convertible Loan Facility to the Borrower as follows: within five (a5) the aggregate sum of S$1,000,000 (“First Drawing”) to be disbursed on Business Days from the date of this Agreement or such other date as the Parties may otherwise agree in writing (“First Disbursement Date”), whereupon Lender has received all of the events in Clauses 4.2 and 4.3 described below shall occur; and (b) subject to the satisfaction of the following conditions: (i) the disbursement of the First Drawing having been successfully effected; (ii) no material adverse change or a development involving a prospective material adverse change (as determined by the Lender) in the prospects, operations or financial conditions of the Borrower occurring between the First Disbursement Date up to and including the Second Disbursement Date; (iii) all representations, undertakings, covenants and warranties of the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Date; and (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on the date falling six (6) months immediately after the First Disbursement Date (“Second Disbursement Date”). 4.2 Notwithstanding any other provisions in this Agreement, the Lender shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower to the Lender on the First Disbursement Date: (a) certified true copies of the board and shareholders’ resolutions of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this Agreement; (b) a personal guarantee executed by CCK in favour of the Lender in the form set out other evidence listed in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder 2 (including the Borrower’s obligation to repay the Convertible Loan and interest thereonConditions Precedent) (“Personal Guarantee”); (c) a corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”); (d) certified true copies of the board and shareholders’ resolutions of ML duly passed by the directors and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee; (e) a statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and (f) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion, confirming (the net asset value of ML being at least [*****] (“LORUtilisation Date”). 4.3 On 2.2. The Lender shall only be obliged to comply with Clause 2.1 above if: (a) the First Disbursement Date, Lender has received all of the documents and against compliance by other evidence listed in Schedule 2 (Conditions Precedent) in form and substance reasonably satisfactory to the Lender; (b) the representations and warranties of the Borrower contained in this Agreement are true, correct and not misleading in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true, correct and not misleading to such extent) as of the date hereof and the Utilisation Date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such date), provided that solely for the purposes of this Clause 2.2(b), in the event the Borrower files additional registration statements or other reports with the provisions SEC (collectively, the “Supplemental Borrower SEC Documents”) with respect to its proposed issuance of Clause 4.2 aboveadditional shares (if any) subsequent to the date hereof and before the Utilisation Date, the Lender shall disburse not be entitled to claim that this Clause 2.2(b) is not satisfied solely because the aggregate amount Supplemental Borrower SEC Documents are filed or the Supplemental Borrower SEC Documents contain any disclosure that may render any representations and warranties of the First Drawing less Borrower contained in this Agreement not true, correct or misleading in all material respects as at the Year 1 Interest I into Closing; (c) the Designated Bank Account. 4.4 If the First Drawing does not take place Borrower shall have performed its obligations hereunder to be performed on or before the date falling thirty Utilisation Date in all material respects; (30d) Business Days after since the date hereof, there shall not have occurred any circumstance or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (e) as of this Agreementthe Utilisation Date, no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated hereby. 2.3. The Lender shall be entitled provide the Loan in the amount of US$171,050,940 to (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement).following account: [REDACTED]

Drawdown. 4.1 Subject to Clause 4.2, Section 4.1. The obligation of the Lender shall effect to make the disbursement of the Convertible Loan to the Borrower as follows: (a) the aggregate sum of S$1,000,000 (“First Drawing”) to be disbursed on the date of this Agreement or such other date as the Parties may otherwise agree in writing (“First Disbursement Date”), whereupon all of the events in Clauses 4.2 and 4.3 described below shall occur; and (b) Closing Date pursuant to Section 2.1 is subject to the satisfaction in full of the following conditions: (a) (i) the disbursement of the First Drawing having been successfully effected; (ii) no material adverse change or a development involving a prospective material adverse change (as determined by the Lender) in the prospects, operations or financial conditions of the Borrower occurring between the First Disbursement Date up to and including the Second Disbursement Date; (iii) all representations, undertakings, covenants and warranties of the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Date; and (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on the date falling six (6) months immediately after the First Disbursement Date (“Second Disbursement Date”). 4.2 Notwithstanding any other provisions in this Agreement, the Lender other Loan Documents and the Subordination Agreement shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing each have been executed and delivered by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by parties thereto other than the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower and (ii) provisions satisfactory to the Lender on for the First Disbursement Date: (a) certified true copies funding of the board and shareholders’ resolutions Pledged Account in an amount equal to the principal balance of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this AgreementLoan shall have been made; (b) a personal guarantee executed the representations and warranties made by CCK in favour the Borrower and the Guarantor under each Loan Document are true and correct on and as of the Lender in the form set out in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”)Closing Date; (c) a corporate guarantee issued by ML in favour no Default or Loan Event of Default is outstanding or would result from the making of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”)Loan; (d) receipt by the Lender, in each case certified true by the Borrower, of (i) copies of the board most recent unaudited quarterly and shareholders’ resolutions audited annual consolidated financial statements of ML duly passed by the directors Borrower and (ii) unaudited pro forma balance sheets of the Borrower and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate GuaranteeGuarantor; (e) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Agreement, by Applicable Law or as reasonably requested by the Lender to be filed, registered or recorded in order to create in favor of the Lender a statutory declaration duly made perfected Lien on the Collateral described therein, shall have been filed, registered or recorded or shall have been delivered to the Lender in proper form for filing, registration or recordation; (f) receipt by CCK the Lender of copies of each of the following, in each case certified by Borrower or Guarantor, as applicable: (i) the organizational documents of each of the Borrower and the Guarantor, together with all amendments thereto, (ii) good standing certificates in respect of each of the Borrower and the Guarantor from such entity’s jurisdiction of organization and (iii) evidence of authority of the Borrower and the Guarantor authorizing the borrowing hereunder, the granting of the Liens under the Security Agreement and the execution, delivery and performance of this Agreement and the other Loan Documents to which such entity is a party; (g) all governmental and third-party approvals necessary in connection with the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby; (h) receipt by the Lender of the Signing Fee and all actual out-of-pocket expenses required to be paid by the Borrower for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date; (i) receipt by the Lender of a solvency certificate with respect to the Guarantor substantially in the form set out of Exhibit E attached hereto; (j) an opinion or opinions of outside and/or internal counsel to the Borrower or Lender, as applicable, dated the Closing Date and substantially in Schedule 6 hereofthe form attached hereto as Exhibits F, G and H; (k) the Restructuring has been consummated; and (fl) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion, confirming the net asset value of ML being at least [*****] (has received all PATRIOT Act Disclosures and other applicable “LOR”). 4.3 On the First Disbursement Date, Know-Your-Customer” and against compliance anti-money laundering rules and regulations requested by the Borrower with the provisions of Clause 4.2 above, the Lender shall disburse the aggregate amount of the First Drawing less the Year 1 Interest I into the Designated Bank Account. 4.4 If the First Drawing does not take place on or before the date falling thirty (30) Business Days after the date them prior to execution of this Agreement, the Lender shall be entitled to (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement).

Drawdown. 4.1 Subject 9.1 Each Borrower may submit one or more written requests for advance ("Advance Request") under this Facility Letter in the form of the Exhibit to Clause 4.2, this Facility Letter or in such other form acceptable to the Lender and shall effect provide such other information as the disbursement of the Convertible Loan Lender may from time to time request. The Advance Request must be submitted by facsimile and followed by notice by telephone at least three (3) Banking Days prior to the Borrower as followsproposed drawdown date for the advance, specifying, among others: (a) the aggregate sum proposed amount of S$1,000,000 (“First Drawing”) the advance to be disbursed drawn, which must comply with Clause 9.3 and Clause 9.4; (b) the proposed drawdown date; and (c) the proposed repayment date (each a "Repayment Date"), which must comply with Clause 9.5. The faxed Advance Request must be followed by the original to the Lender. The Lender may, but shall not be obliged to, regard the faxed Advance Request as good and valid notice. 9.2 Any Advance Request for advance shall be irrevocable. A Borrower shall not be entitled to cancel or withdraw an Advance Request. The Lender may agree to allow cancellation of an Advance Request subject to the relevant Borrower paying all cost and expenses under Clause 16.4. The Lender's confirmation of an Advance Request (if any) or (if there is no such confirmation) the records (whether in document or electronic form) of the Lender shall be conclusive evidence as against the relevant Borrower of the terms on which an advance is made. Without limiting the date generality of the above the Lender may require the relevant Borrower to verify the correctness of any notice of confirmation and the relevant Borrower undertakes to examine and verify each and every notice of confirmation by signing, dating and returning a copy of the notice to the Lender. 9.3 Notwithstanding any other provisions of this Agreement or Facility Letter: (a) an advance will not be made if, as a result of making such other date as advance, the Parties may otherwise agree in writing (“First Disbursement Date”), whereupon all of the events in Clauses 4.2 and 4.3 described below shall occurCommitment will be exceeded; and (b) subject if more than one advance is requested and as a result of making all of such requested advances, the Commitment will be exceeded, then the Lender may determine whether or not to the satisfaction make any advance so requested, regardless of the following conditions: (i) the disbursement time of delivery of the First Drawing having been successfully effected;relevant Advance Requests, provided that the Commitment will not be exceeded as a result. 9.4 The minimum amount of any advance shall be RMB1,000,000.00 and advances shall only be permitted in whole multiples of RMB500,000.00. 9.5 The period between the drawdown date of an advance and its Repayment Date shall be two (ii2) no material adverse change weeks, one (1) month, two (2) months or three (3) months, as selected by a development involving a prospective material adverse change (as determined Borrower by specifying the Lender) Repayment Date in the prospects, operations or financial conditions of the Borrower occurring between the First Disbursement relevant Advance Request. The Repayment Date up to and including the Second Disbursement Date; (iii) all representations, undertakings, covenants and warranties of the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Date; and (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall must not be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on after the date falling six fifteen (615) months immediately after the First Disbursement Date (“Second Disbursement Date”). 4.2 Notwithstanding any other provisions in this Agreement, the Lender shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower to the Lender on the First Disbursement Date: (a) certified true copies of the board and shareholders’ resolutions of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this Agreement; (b) a personal guarantee executed by CCK in favour of the Lender in the form set out in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”); (c) a corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”); (d) certified true copies of the board and shareholders’ resolutions of ML duly passed by the directors and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee; (e) a statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and (f) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion, confirming the net asset value of ML being at least [*****] (“LOR”). 4.3 On the First Disbursement Date, and against compliance by the Borrower with the provisions of Clause 4.2 above, the Lender shall disburse the aggregate amount of the First Drawing less the Year 1 Interest I into the Designated Bank Account. 4.4 If the First Drawing does not take place on or before the date falling thirty (30) Business Days after the date of this Agreement, Facility Letter (the Lender shall be entitled to (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement"Final Maturity Date").

Drawdown. 4.1 (a) Subject to Clause 4.24.3 (Redraw), the Lender shall effect Borrower may only request a maximum of two draw downs under the disbursement of the Convertible Loan to the Borrower as follows: (a) the aggregate sum of S$1,000,000 (each a “First Drawing”) to be disbursed on the date of this Agreement or such other date as the Parties may otherwise agree in writing (“First Disbursement DateDrawdown”), whereupon all of the events in Clauses 4.2 and 4.3 described below shall occur; and. (b) subject The Borrower may request an initial Drawdown (the “First Drawdown”) by delivering to the satisfaction Lender a written Drawdown request requesting payment of the following conditionsLoan, notifying the Lender of the Completion Date, the time and place of Completion and the payee and account details of the Borrower or the parties to whom payment of each component of the Aggregate Estimated Purchase Price is to be made under the Acquisition Agreement. (c) The First Drawdown must be for an amount equal to the Aggregate Estimated Purchase Price. (d) If the Aggregate Purchase Price is greater than Aggregate Estimated Purchase Price, the Borrower may request a second Drawdown (the “Second Drawdown”) by delivering to the Lender a written Drawdown request requesting payment of the Loan, notifying the Lender of the proposed funding date and the payee and account details of the Borrower or the parties to whom payment of each component of such additional amount is to be made under the Acquisition Agreement. (e) The Second Drawdown must be for an amount equal to the Aggregate Purchase Price less the Aggregate Estimated Purchase Price. (f) For the avoidance of doubt if the Aggregate Purchase Price is less than or equal to the Aggregate Estimated Purchase Price, the Borrower shall not be entitled to a Second Drawdown. (g) A request for a Drawdown or a Redraw must be given no later than 3 Business Days prior to: (i) the disbursement of Completion Date (in relation to the First Drawing having been successfully effected;Drawdown); and (ii) no material adverse change the proposed funding date (in relation to the Second Drawdown or a development involving a prospective material adverse change the Redraw), to enable the Lender to arrange the necessary funding. (h) Subject to receipt of the Drawdown request in sufficient time (as determined required under Clause 4.2(g)) the Lender will advance the relevant portion of the Loan (or the Redraw Amount as the case may be) to the Borrower by payment in immediately available funds (into the account specified by the LenderBorrower) on: (i) Completion (in the prospects, operations or financial conditions of the Borrower occurring between relation to the First Disbursement Date up Drawdown); and (ii) the proposed funding date (in relation to and including the Second Disbursement Date; Drawdown or Redraw), to the payee as notified to it in a Drawdown request or Redraw request and such payment will fulfil the Lender’s obligations to advance the Loan (iiior Redraw Amount) all representations, undertakings, covenants and warranties of to the Borrower under this Agreement being complied with, true, accurate and correct as at the date of this Agreement and each day from the First Disbursement Date up to and including the Second Disbursement Date; and (iv) no Event of Default has occurred, the aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on the date falling six (6) months immediately after the First Disbursement Date (“Second Disbursement Date”)Agreement. 4.2 Notwithstanding any other provisions in this Agreement, the Lender shall not be obliged to fulfil any of its obligations under this Agreement including without limitation, the disbursement of the First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second Drawing by the Lender on the Second Disbursement Date, unless the following is delivered or made available by the Borrower to the Lender on the First Disbursement Date: (a) certified true copies of the board and shareholders’ resolutions of the Borrower duly passed by the Directors and the Borrower Shareholders respectively, in accordance with the constitution (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower into this Agreement and all other documents and agreements ancilliary or pusuant to or in connection with this Agreement; (b) a personal guarantee executed by CCK in favour of the Lender in the form set out in Schedule 4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”); (c) a corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule 5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”); (d) certified true copies of the board and shareholders’ resolutions of ML duly passed by the directors and the shareholders of ML respectively, in accordance with the constitution (or equivalent constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee; (e) a statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and (f) a letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion, confirming the net asset value of ML being at least [*****] (“LOR”). 4.3 On the First Disbursement Date, and against compliance by the Borrower with the provisions of Clause 4.2 above, the Lender shall disburse the aggregate amount of the First Drawing less the Year 1 Interest I into the Designated Bank Account. 4.4 If the First Drawing does not take place on or before the date falling thirty (30) Business Days after the date of this Agreement, the Lender shall be entitled to (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality under Clause 14 which shall survive the termination of this Agreement).