DATED THIS [●] DAY OF [●]

BETWEEN

(“Singa Credit”)

AND

CLOUDFUND PRIVATE LIMITED
(“Escrow Agent”)

AND

(“Borrower”)

______________________________________________________

ESCROW AGREEMENT

______________________________________________________

THIS ESCROW AGREEMENT is entered into on between:

(1)	(UEN: ), a company incorporated in Singapore with its registered address at (“Singa Credit”);
(2)	CLOUDFUND PRIVATE LIMITED (NRIC NO: 201616422G), an individual resident in Singapore at 470 North Bridge Road #02-01 Bugis Cube, Singapore 188735 (the “Escrow Agent”); and
(3)	(), an individual [resident in Singapore] at (the “Borrower”)

(each a “Party” and collectively, the “Parties”).

WHEREAS

(A)	The Borrower contracted with Singa Credit on for a Loan upon the terms of a Loan Contract and secured by a Bill of Sale of several chattels and things specified in the Bill of Sale.
(B)	The Borrower has agreed with Singa Credit that the several chattels and things secured (hereinafter called “the Escrow Items”) shall be deposited and be retained for safekeeping by the Escrow Agent.

NOW IT IS HEREBY AGREED as follows:

APPOINTMENT

1.1

Singa Credit hereby appoints the Escrow Agent as escrow agent and the Escrow Agent accepts such appointment in accordance with and limited to the terms and conditions of this Agreement. Unless otherwise instructed, and except to the extent provided for in this Agreement, nothing in this Agreement shall be construed as constituting the Escrow Agent as the agent of Singa Credit for any purpose whatsoever and the Escrow Agent shall not have the authority or power to bind Singa Credit or to contract in the name of or create a liability against Singa Credit in any way or for any purpose.

1.2

The Escrow Agent’s premise shall be at 470 North Bridge Road #02-01 Bugis Cube, Singapore 188735.

1.3

The Borrower confirms that it agrees to the appointment of the Escrow Agent and the terms of this Agreement.

1.4

Each of the Borrower and the Escrow Agent confirms that it has been cautioned by Singa Credit to obtain independent legal advice on the terms of this Agreement.

ESCROW ITEMS

The Borrower upon the direction of Singa Credit shall at such time(s) and place(s) deliver and place the Escrow Items or procure that the Escrow Items are delivered and placed, into the Escrow Agent’s custody and safekeeping. The term “Escrow Items” shall mean the several chattels and things as set out in Schedule 3.

2.2

Upon receipt of the Escrow Items, the Escrow Agent shall provide such written acknowledgement of the receipt of the Escrow Items to Singa Credit and the Borrower.

2.3

The Escrow Agent shall use, at its own costs and expenses, its best efforts to ensure that the Escrow Items are held with all possible safety and security measures, inaccessible to any other person, and in such storage as will prevent any risk of fire, water or other losses from arising. The Escrow Agent shall also, at its own costs and expenses, implement such measures as directed by Singa Credit for the protection, maintenance and storage of the Escrow Items. The Escrow Agent shall provide Singa Credit with the right to inspect the aforesaid measures and storage, such inspection not obviating the Escrow Agent from liability under this Agreement. The Escrow Agent shall as a separate and independent obligation immediately notify Singa Credit of any loss, damage or deterioration in the quality, condition or state of the Escrow Items.

2.4

The Escrow Agent agrees with Singa Credit that it holds the Escrow Items as a fiduciary, on trust and for the benefit of Singa Credit or its nominated person, and shall not have any proprietary or possessory interest, benefit, title or claim to the Escrow Items, and that the Escrow Items shall not form part of the assets of the Escrow Agent in the event of bankruptcy.

2.5

Each of the Escrow Agent and the Borrower shall immediately notify Singa Credit of any actual, pending or threatened legal, regulatory or administrative proceedings against it respectively, including any proceedings for its winding up or bankruptcy.

RELEASE PROCEDURE OF ESCROW ITEMS

3.1

The Escrow Agent shall upon receipt of a release instruction in or substantially in the form of Schedule 2 – Form of Release Instruction (the “Release Instruction” ), executed by at least one (1) Authorised Representative and delivered to it by Singa Credit, immediately release the Escrow Items specified in such Release Instruction to the recipient specified in therein. The Escrow Agent shall not release the Escrow Items other than in accordance with the instructions of Singa Credit as set out in this Clause 3.1. The Borrower agrees that it has no authority to instruct the Escrow Agent or to require the Escrow Agent to release the Escrow Items, and that the Escrow Agent shall be entitled to disregard any instructions given by the Borrower for the release or disposition of the Escrow Items. The Borrower shall, upon the instructions of Singa Credit, do all acts and execute all documents as may be instructed by Singa Credit in furtherance of the purpose of this Agreement.

3.2

The Escrow Agent shall not be entitled to rely on the validity or authenticity of any Release Instruction (including but not limited to the genuineness or authenticity of any signatures therein) that:

3.2.1	is not executed by at least one (1) Authorised Representative;
3.2.2	contains inconsistencies as compared against the form prescribed by this Agreement, save as for inconsistencies of an immaterial nature;
3.2.3	does not specify the Escrow Item to be seized, the name of the recipient and/or the name of the Authorised Representative who has executed the Release Instruction; and/or
3.2.4	that is prior to having been fully acted on by the Escrow Agent contradicted by any instruction (including any Release Instruction) and/or notification from any Authorised Representative and/or Singa Credit.

The Escrow Agent shall, in the event of Clauses 3.2.1 to 3.2.4 or any other uncertainty as to the validity, authenticity, contents or meaning of any Release Instruction, henceforth notify Singa Credit in writing of such inconsistency, contradiction and/or uncertainty (as applicable) and request that Singa Credit provide clarifications and/or a fresh Release Instruction.

3.3

In the event that the Escrow Agent is required to release and/or withhold the release of the Escrow Items other than in the manner set out in or pursuant to this Agreement (including where such is required pursuant to any order, judgment or decree of any court or tribunal, or any applicable laws, regulations or directions of any government or regulatory authority (each of the foregoing an “Applicable Law”)), the Escrow Agent shall immediately notify Singa Credit of such and provide all relevant details, information and documents to Singa Credit upon Singa Credit’s request.

SEIZURE AND POSSESSION OF ESCROW ITEMS

4.1

The Escrow Agent shall upon receipt of seizure/possession notice and instruction in or substantially in the form of Schedule 4 – Form of Seizure/Possession Notice and Instruction (the “Seizure Instruction”), executed by at least one (1) Authorised Representative and delivered to it by Singa Credit, immediately sealed as seized the Escrow Items specified in such Seizure Instruction specified herein. The Escrow Agent shall not handover the Escrow Items other than in accordance with the instructions of Seizure Instruction as set out this Clause 4.1. The Borrower agrees that it has not authority to instruct the Escrow Agent or to require the Escrow Agent to release the Escrow Items, and that the Escrow Agent shall be entitled to disregard any instruction given by the Borrower for the release or disposition of the Escrow Items. The Borrower shall, upon the instructions of Singa Credit, do all act and execute all documents as may be instructed by Singa Credit in furtherance of the purpose of this Agreement.

4.2

The Escrow Agent shall not be entitled to rely on the validity or authenticity of any Seizure Instruction (including but not limited to the genuineness or authenticity of any signatures therein) that:

4.2.1	is not executed by at least one (1) Authorised Representative;
4.2.2	contains inconsistencies as compared against the form prescribed by this Agreement, save as for inconsistencies of an immaterial nature;
4.2.3	does not specify the Escrow Items to be released, or the name of the Authorised Representative who has executed the Seizure Instruction; and/or
4.2.4	that is prior to having been fully acted on by the Escrow gent contradicted by any instruction (including any Seizure Instruction) and/or notification from any Authorised Representative and/or Singa Credit.

The Escrow Agent shall, in the event of Clauses 4.2.1 to 4.2.4 or any other uncertainty as to the validity, authenticity, contents or meaning of any Seizure Instruction, henceforth notify Singa Credit in writing of such inconsistency, contradiction and/or uncertainty (as applicable) and request that Singa Credit provide clarifications and/or a fresh Seizure Instruction.

ESCROW AGENT

5.1

Each of the Escrow Agent and the Borrower shall provide Singa Credit with all documentation and other information available to it that may be reasonably required by Singa Credit from time to time in connection with this Agreement and the transactions contemplated hereunder, and/or to comply with any Applicable Law, including any document and other information required by Singa Credit in connection with any “know your client” or anti-money laundering procedures. Each of the Escrow Agent and the Borrower agrees that all documentation, responses and other information provided by it to Singa Credit shall be provided promptly and will be true, accurate, complete, up-to-date and not misleading in all respects, and shall promptly notify Singa Credit upon any part of such documentation, responses and other information becoming untrue, inaccurate, incomplete, or misleading in any respect.

5.2

The Escrow Agent shall not rely, act nor refrain from acting upon any notice, instruction, request, document or other information (each an “Escrow Instruction") furnished to it which is not reasonably believed by it to be genuine and to have been signed or presented by the proper party named therein. Singa Credit shall have no duties nor responsibilities to volunteer information or documents relating to the validity, accuracy or content of any Escrow Instruction. Accordingly, where any Escrow Instruction is not reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party named therein and originated from and delivered by or on behalf of Singa Credit, the Escrow Agent shall take reasonable steps to inquire into and investigate the validity, accuracy, or content of such Escrow Instruction. Compliance with this Clause shall not obviate the Escrow Agent from liability under Clauses 3.2 and 4.2 and vice versa.

5.3

In the event that the Escrow Agent is uncertain as to its duties or rights hereunder or receives Escrow Instructions, claims or demands from any person (whether or not a Party to this Agreement) which is inconsistent with any of the provisions of this Agreement, it shall be entitled to refrain from taking any further action under this Agreement with reasonable notice to Singa Credit.

5.4

The Escrow Agent shall on demand immediately indemnify Singa Credit against any loss, damage or claim (including legal expenses and costs incurred by Singa Credit in investigating and/or defending against any claims from third persons or in enforcing its rights under this Agreement) howsoever arising from the breach by the Escrow Agent of the terms of this Agreement, and/or from any damage to or deterioration in the quality, condition and state of the Escrow Items, and/or from any loss of the Escrow Items (or part thereof).

5.5

The Borrower shall on demand immediately indemnify Singa Credit against any loss, damage or claim (including legal expenses and costs incurred by Singa Credit in investigating and/or defending against any claims from third persons or in enforcing its rights under this Agreement) howsoever arising from the breach by the Borrower of the terms of this Agreement.

FEES

6.1

For its services as escrow agent hereunder, the Escrow Agent shall be paid the following fees (the “Escrow Fees”):

6.1.1	a monthly fee of SGD , which shall be calculated and payable on a pro rata basis for the period of such month for which the Escrow Agent holds any Escrow Items and performs its services as an escrow agent, and which shall be paid by the Borrower to the Escrow Agent within [fifteen (15) calendar days after the end of each month]; and
6.1.2	an administrative liquidation fee of SGD , which shall be paid by the Borrower to the Escrow Agent within [fifteen (15) calendar days of all Escrow Items having been released in accordance with Clause 5].

6.2

The Escrow Agent and the Borrower agree that while the Escrow Agent is appointed by Singa Credit, the payment of any and all Escrow Fees shall be the sole responsibility of the Borrower. The Escrow Agent agrees that it shall have no claims, counterclaims nor causes of action of any kind or nature whatsoever against Singa Credit with respect to the payment of any Escrow Fees, and the Escrow Agent hereby expressly waives, releases and relinquishes any and all rights to bring such claims, counterclaims and causes of action against Singa Credit.

6.3

All Escrow Fees payable to the Escrow Agent shall be paid in full by the Borrower without any condition or reduction for any recoupment, setoff, counterclaim or defense, and without any deduction or withholding for or on account of, any taxes, levies, imposts, duties or charges of whatsoever nature.

6.4

Singa Credit shall be entitled to in its discretion deduct any and all Escrow Fees and amounts payable or e to be payable by the Borrower under or in connection with this Agreement from the Loan amount prior to or concurrent with any disbursements of the Loan (or part thereof) to the Borrower.

TERM AND TERMINATION

7.1

This Agreement shall take effect from the date of execution and shall continue and remain in force and effect unless and until terminated in accordance with Clause 7.2 (the “Escrow Term”).

7.2

This Agreement shall be terminated:

7.2.1	with immediate effect, upon receipt of written notification of Singa Credit to the Escrow Agent and copied to the Borrower, provided that no Escrow Items are held by the Escrow Agent;
7.2.2	with immediate effect, upon receipt of written notification of Singa Credit to the Escrow Agent and copied the Borrower in the event that the Escrow Agent and/or the Borrower has committed any fraud, gross negligence or material breach of their/its obligations under this Agreement; or
7.2.3	upon expiry of ten (10) days from the receipt by the Escrow Agent of Singa Credit’s Seizure/Possession Notice and Instruction.
7.2.4	by the Escrow Agent or Singa Credit with not less than [two (2) months’] written notice to either Party.

7.3

The termination of this Agreement howsoever arising shall not affect such of the provisions hereof as are expressed to operate or have effect thereafter or to continue to survive, operate or have effect thereafter and shall be without prejudice to any right of action already accrued to a Party hereto in connection with any breach of this Agreement by the other Party hereto.

NOTICES

8.1

Any notice or other communication to be given under this Agreement shall be in writing, shall be deemed to have been duly served on, given to or made in relation to a Party if it is left at the authorised address of that party, despatched by courier, addressed to that Party at such address, or sent by electronic mail to the correct electronic mail address of a Party, and shall if:

8.1.1	personally delivered, be deemed to have been received at the time of delivery;
8.1.2	sent by courier, be deemed to have been received on the fifth (5th) Business Day from the date of dispatch; and
8.1.3	sent by electronic mail, be deemed to have been received within sixty (60) minutes if sent to the correct electronic mail address of the relevant Party,
	PROVIDED that where, in the case of delivery by hand, delivery or transmission occurs after 6.00 pm on a Business Day or on a day which is not a Business Day, receipt shall be deemed to occur at 9.00 am on the next Business Day.

8.2

Except where provided otherwise in this Agreement, the authorised address of each Party hereto shall be the address set out below (including the details of the electronic mail address and person for whose attention a notice or communication is to be addressed) or such other address (and details) as that Party may notify to the other in writing from time to time in accordance with the requirements of this Clause 10:

IF TO SINGA CREDIT
Address:
Electronic Mail Address:	As set out in Schedule 1
Attention:	The Authorised Representative(s) as set out in Schedule 1

IF TO THE ESCROW AGENT
Address	470 North Bridge Road #02-01 Bugis Cube, Singapore 188735
Electronic Mail Address(s):	CLOUDFUNDSG@GMAIL.COM
Attention:	The Authorised Representative(s) as set out in Schedule 1

IF TO THE BORROWER
Address
Electronic Mail Address(s):
Attention:

8.3	The Escrow Agent shall promptly notify Singa Credit in writing of any change in the above correspondence details.
9	ILLEGALITY
	The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
10	FURTHER ASSURANCE
	Each Party shall do and execute or procure to be done and executed all such acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement, and (so far as it is able) to provide such assistance as the other Party hereto may reasonably request to give effect to the spirit and intent of this Agreement.
11	ENTIRE AGREEMENT
	This Agreement constitutes the entire agreement and understanding among the Parties relating to the subject matter of this Agreement and none of the Parties has entered into this Agreement in reliance upon any representation, warranty or undertaking of any other Party which is not set out or referred to in this Agreement. Nothing in this Clause shall however operate to limit or exclude liability for fraud.
12	VARIATIONS
12.1	No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party. The expression “variation” shall include any amendment, supplementation, deletion, or replacement however effected.
12.2	Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations, or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
13	REMEDIES AND WAIVERS
	No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
14	TIME OF ESSENCE
	Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement among the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.
15	COUNTERPARTS
	This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party hereto may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.
16	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
	A person who is not a Party shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement, but this shall not affect any right or remedy of a third party which exists or is available apart from the said Act.
17	GOVERNING LAW
	This Agreement shall be governed by, and construed in accordance with, the laws of Singapore. The Parties irrevocably agree to submit to the non-exclusive jurisdiction of the Singapore courts in relation to any claims, issues, controversy or disputes arising out of or in relation to this Agreement, including but not limited to any question regarding its/their existence, breach, termination or validity.

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.

SINGA CREDIT

Signed by	)
	)
[]	)
for and on behalf of	)
	)
in the presence of:

_______________________________________________
Name:
NRIC/Passport:

THE ESCROW AGENT

Signed by )

JULIAN TAN )

in the presence of:

________________________
Name:
NRIC/Passport:

THE BORROWER

Signed by )

)

in the presence of:

_____________________________________
Name:
NRIC/Passport:

SCHEDULE 1

LIST OF AUTHORISED REPRESENTATIVES OF SINGA CREDIT

S/No. Name of Representative NRIC / Passport Specimen Signature Email / Telephone Number for Call Back

(1) JULIAN TAN [●] [●] [●]
(2) [●] [●] [●] [●]

SCHEDULE 2

FORM OF RELEASE INSTRUCTION

To: CLOUDFUND PRIVATE LIMITED
470 North Bridge Road #02-01 Bugis Cube, Singapore 188735

Dear Sirs,

ESCROW AGREEMENT – RELEASE OF ESCROW ITEMS

We refer to the Escrow Agreement dated [●] 2023 entered into amongst (the “Company” ), [JULIAN TAN] and [] (the “Escrow Agreement”). Words and expressions used in this document shall have the same meanings as ascribed to them in the Escrow Agreement.

This Release Instruction is being provided to you by an Authorised Representative of the Company in accordance with Clause 3 of the Escrow Agreement. We hereby confirm our instructions to release the following Escrow Items to the following recipients:-

(a)   [Description of Item]

(b)   [Name of Recipient]

This Release Instruction shall be governed by Singapore law.

Signed by

__________________________________________

Name:

Authorised Representative

For and on behalf of .

Date:

SCHEDULE 3

ESCROW ITEMS

Escrow Item Quantity Date of inclusion in Schedule 3
[Watches] [HEP: We suggest including details of the watches such as the brand, colour and material.] [•] [•]

Unique Number [•] [•]

Receipt of Purchase [•] [•]

Warranty Details

Valuation

Photos of Escrow Items

SCHEDULE 4

FORM OF SEIZURE/POSSESSION NOTICE AND INSTRUCTION

To: CLOUDFUND PRIVATE LIMITEDM
470 North Bridge Road #02-01 Bugis Cube, Singapore 188735

Dear Sirs,

ESCROW AGREEMENT – SEIZURE/POSSESSION OF ESCROW ITEMS

We refer to the Escrow Agreement dated entered into amongst . ( “Singa Credit”), CLOUDFUND PRIVATE LIMITED and (the “Escrow Agreement” ). Words and expressions used in this document shall have the same meanings as ascribed to them in the Escrow Agreement.

This Release Instruction is being provided to you by an Authorised Representative of Singa Credit in accordance with Clause 4 of the Escrow Agreement. We hereby confirm our instructions to seize and possess the following Escrow Items: -

(a)

The seized and possessed Escrow Items SHALL NOT BE REMOVED from the Escrow Agent’s premises for five (5) clear days from the date hereof, after which the Escrow Agent shall hand possession of the Escrow Items to the custody of Singa Credit.

This Seizure/Possession Notice and Instruction shall be governed by Singapore law.

Signed by

__________________________________________

Name:

Authorised Representative

For and on behalf of .

Date:

Escrow Item	Quantity	Date of inclusion in Schedule 3
[Watches] [HEP: We suggest including details of the watches such as the brand, colour and material.]	[•]	[•]
Unique Number	[•]	[•]
Receipt of Purchase	[•]	[•]
Warranty Details
Valuation
Photos of Escrow Items

(“Singa Credit”)

CLOUDFUND PRIVATE LIMITED(“Escrow Agent”)

(“Borrower”)

ESCROW AGREEMENT

SCHEDULE 1

LIST OF AUTHORISED REPRESENTATIVES OF SINGA CREDIT

SCHEDULE 2

FORM OF RELEASE INSTRUCTION

SCHEDULE 3

ESCROW ITEMS

SCHEDULE 4

FORM OF SEIZURE/POSSESSION NOTICE AND INSTRUCTION

CLOUDFUND PRIVATE LIMITED
(“Escrow Agent”)