Exhibit
10.5


 


Dated
as of 1st DAY OF JANUARY 2020


 


BETWEEN


 


E
U GROUP PTE LTD


 


(“EUGPL”)


 


AND


 


FILTEC
PRIVATE LIMITED


 


(“FPL”)


 





 






 


LOGISTICS
SERVICES AGREEMENT


 





 






 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	1.	DEFINITIONS
    AND INTERPRETATION 	3
	2.	SERVICES
    	4
	3.	OBLIGATIONS
    OF EUGPL AND FPL 	5
	4.	SERVICE
    FEES 	5
	5.	TERM
    AND TERMINATION 	5
	6.
    	INDEMNITY
    	6
	7.	REPRESENTATIONS
    AND WARRANTIES 	6
	8.	CONFIDENTIALITY
    	7
	9.	FORCE
    MAJEURE 	8
	10.	ASSIGNMENT
    	8
	11.	COSTS
    	8
	12.	ILLEGALITY
    	8
	13.	NOTICES
    	9
	14.	FURTHER
    ASSURANCE 	9
	15.	ENTIRE
    AGREEMENT 	9
	16.	RELATIONSHIP
    BETWEEN PARTIES 	9
	17.	VARIATIONS
    	9
	18.	REMEDIES
    AND WAIVERS 	10
	19.	COUNTERPARTS
    	10
	20.	GOVERNING
    LAW 	10


 




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THIS
SERVICE AGREEMENT (the “Agreement”) is made on 1st day of January 2020.


 


BETWEEN


 


	(1)	E
                                            U GROUP PTE LTD (Company Registration No. 200909877Z), a Company incorporated in Singapore
                                            with its registered address at 14 Ang Mo Kio Street 63, Singapore 569116 (“EUGPL”);



 


AND


 


	(2)	FILTEC
                                            PRIVATE LIMITED (Company Registration No. 199905184W), a Company incorporated in Singapore
                                            with its registered address at 35 Defu Lane 9, Singapore 539275 (“FPL”)



 


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


 


NOW,
IT IS HEREBY AGREED AS FOLLOWS:


 


	1.	DEFINITIONS
                                            AND INTERPRETATION
	 	 
	1.1	In
                                            this Agreement, unless the context otherwise requires, the following words or expressions
                                            shall have the following meanings respectively:



 


“Affected
Party” shall have the meaning ascribed to it in Clause 9;


 


“Business
Day” means a day (other than Saturday, Sunday or a public holiday) on which commercial banks are open for business in Singapore;


 


“Confidential
Information” shall have the meaning ascribed to it in Clause 8.1;


 


“control”
means direct or indirect ownership of more than 50% of the outstanding capital stock or other equity interests having ordinary voting
power of such person or the direct or indirect possession of the power, whether through the ownership of equity interest or otherwise,
to direct or cause the direction of the management and policies of such person;


 


“Defaulting
Party” shall have the meaning ascribed to it in Clause 5.2(a);


 


“EUGPL
Services” shall have the meaning ascribed to it in Clause 2;


 


“Force
Majeure” means any event the occurrence of which is beyond the reasonable control of the Party relying on the provisions of
Clause 9, including but not limited to any of the following:


 


	 	(a)	war,
                                            invasion, rebellion, revolution, insurrection or civil war;
	 	 	 
	 	(b)	any
                                            outbreak of any communicable disease (such as, but not limited to, SARS, H1N1);
	 	 	 
	 	(c)	restraint
                                            of any governmental authority in its sovereign capacity or by any Person or agency representing
                                            such authority;
	 	 	 
	 	(d)	explosions,
                                            fires, floods, earthquakes, storms, lightning and other forces of nature;
	 	 	 
	 	(e)	strikes,
                                            lockouts, industrial disturbances, boycotts or labour disputes;
	 	 	 
	 	(f)	terrorism,
                                            escalation of conflict, sabotage or arson; and
	 	 	 
	 	(g)	any
                                            other cause similar to the kind herein enumerated;



 









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“Force
Majeure Notice” shall have the meaning ascribed to it in Clause 9;


 


“Indemnified
Parties” shall have the meaning ascribed to it in Clause 6;


 


“Insolvency
Event” shall have the meaning ascribed to it in Clause 5.2(b);


 


“Payments”
shall have the meaning ascribed to it in Clause 4.3;


 


“Service
Fee” shall have the meaning ascribed to it in Clause 4.1;


 


“Term”
shall have the meaning ascribed to it in Clause 5.1; and


 


	1.2	Unless
                                            the context otherwise requires, words importing the singular shall include the plural and
                                            vice versa, and words importing a specific gender shall include the other genders (male,
                                            female or neuter).
	 	 
	1.3	The
                                            headings in this Agreement are inserted for convenience only and shall not affect the construction
                                            of this Agreement.
	 	 
	1.4	Anything
                                            or obligation to be done under this Agreement which requires or falls to be done on a stipulated
                                            day, shall be done on the next succeeding Business Day, if the day upon which that thing
                                            or obligation to be done falls on a day which is not a Business Day.
	 	 
	1.5	References
                                            to:



 


		(a)	a
                                            statutory provision shall include that provision and any regulations made in pursuance thereof
                                            from time to time modified or re-enacted, whether before or after the date of this Agreement
                                            and shall include also any past statutory provision or regulation (as from time to time modified
                                            or re-enacted) which such provision or regulation has directly or indirectly replaced;
	 	 	 
		(b)	“this
                                            Agreement” includes all amendments, additions and variations thereto agreed between
                                            the Parties;
	 	 	 
		(c)	“person”
                                            shall include an individual, corporation, company, partnership, firm, trustee, trust, executor,
                                            administrator or other legal representative, unincorporated association, joint venture, syndicate,
                                            or other business enterprise, any governmental, administrative or regulatory authority or
                                            agency (notwithstanding that “person” may be sometimes used herein in conjunction
                                            with some of such words) and their respective successors, legal personal representatives
                                            and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
	 	 	 
		(d)	“written”
                                            and “in writing” include any means of visible reproduction;
	 	 	 
		(e)	“hereof”,
                                            “herein”, “hereon”, and “hereunder”,
                                            and words of similar import, shall refer to this Agreement as a whole and not to any particular
                                            provision of this Agreement;
	 	 	 
		(f)	money
                                            is in Singapore dollars, unless otherwise stated; and
	 	 	 
		(g)	“Clause”
                                            and “Schedule” shall refer to a clause of, or a schedule to, this Agreement.



 


	2.	SERVICES
	 	 
	2.1	EUGPL
                                            have agreed to provide certain services (as described in this Clause 2.2) to FPL at 14 Ang
                                            Mo Kio Street 63 Singapore 569116.
	 	 
	2.2	EUGPL
                                            shall provide the following services to FPL:



 


		(a)	Logistics
                                            support:



 






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		(i)	EUGPL
                                            will assist FPL in arranging any storage, transportation or other general logistics supports
                                            for the supply of the Products to FPL’s warehouse and office support function, at FPL’s
                                            cost.



 


(collectively,
the “EUGPL Services”).


 


	3.	OBLIGATIONS
                                            OF EUGPL AND FPL
	 	 
	3.1	During
                                            the Term, EUGPL shall:



 


		(a)	exercise
                                            all reasonable care and skill to perform its respective EUGPL Services in accordance with
                                            the terms of this Agreement; and
	 	 	 
		(b)	make
                                            reasonably available all facilities, expertise, employees and personnel which are required
                                            to effectively and properly perform the EUGPL Services in accordance with this Agreement;



 


	3.2	During
                                            the Term, FPL:



 


		(a)	shall
                                            cooperate with EUGPL, where necessary or reasonably requested by EUGPL, to enable and assist
                                            EUGPL to carry out their obligations under this Agreement; and
	 	 	 
		(b)	where
                                            FPL’s consent, approval or acceptance is required in any matter, shall not unreasonably
                                            withhold or delay such consent, approval or acceptance.



 


	3.3	The
                                            Parties agree and acknowledge that any Party to this Agreement shall have the right to enforce
                                            any obligation contained in this Agreement against a Party who is in breach of its obligation
                                            hereinunder.
	 	 
	4.	SERVICE
                                            FEES
	 	 
	4.1	In
                                            respect of the EUGPL Services rendered to FPL, EUGPL, at their sole discretion, may charge
                                            a service fee (the “Service Fee”) by issuing an invoice to FPL at fee
                                            of logistics fee of $31,000 per month for provision of EUGPL Services incurred by EUGPL,
                                            excluding applicable goods and services tax.



 


	4.2	All
                                            invoices issued by EUGPL to FPL shall be settled within 30 days from the date of such invoice.
	 	 
	4.3	FPL
                                            shall make all payments to EUGPL in respect of any invoices (the “Payments”)
                                            in accordance with the payment methods and details as may be set out in the respective invoice,
                                            or as may be notified to FPL by EUGPL from time to time.
	 	 
	4.4	All
                                            the Payments shall be made free and clear of and without any deduction or withholding for
                                            or on account of any tax unless FPL is required by law to make such deduction or withholding.
	 	 
	5.	TERM
                                            AND TERMINATION
	 	 
	5.1	The
                                            term of this Agreement (“Term”) shall commence on the Commencement Date
                                            for a period of two (2) years with auto renewal for 1 year and end upon the earlier of:



 





	 	(a)	the
                                            commencement of proceedings for the winding-up of FPL; or
	 	 	 
		(b)	three
                                            (3) month notice in writing either parties to terminate this Agreement.



 


	5.2	In
    the event that the following events occur, a non-defaulting Party may terminate this Agreement by giving written notice to the Defaulting
    Party (as defined below):






 






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		(a)	if
                                            any Party breaches this Agreement in any material respect (“Defaulting Party”)
                                            and, if such breach is capable of being remedied, the Defaulting Party fails to remedy such
                                            breach within thirty (30) days (or any other length of period which the Parties may mutually
                                            agree) after written notice thereof from a non-Defaulting Party specifying in reasonable
                                            detail the nature of the alleged breach, or in the event that the breach is not capable of
                                            being remedied, as soon as reasonably practical;



 


		(b)	if
                                            any Insolvency Event occurs in respect of a Party. For the purpose of this Clause, an “Insolvency
                                            Event” shall mean the occurrence of any one of the following events, but this sub-clause
                                            (b) shall not apply to any winding-up petition or any application which is vexatious and
                                            is discharged, stayed or dismissed within twenty-one (21) days of its commencement:



 


		(i)	a
                                            petition is presented or a meeting is convened for the purpose of considering a resolution
                                            or other steps are taken by any person with the view to winding up of the Party or, placing
                                            the Party under judicial management;
	 	 	 
	 	(ii)	the
                                            Party resolving to wind itself up or otherwise dissolve itself;
	 	 	 
		(iii)	the
                                            appointment of a liquidator or provisional liquidator in respect of the Party;
	 	 	 
		(iv)	a
                                            judicial manager being appointed in respect of the Party or any of the Party’s assets;
	 	 	 
		(v)	the
                                            Party entering into a scheme of arrangement or composition with or assignment for the benefit
                                            of all or any class of its creditors;
	 	 	 
		(vi)	the
                                            appointment of a receiver or receiver and manager over the Party or any of its assets; or



 


		(vii)	anything
                                            analogous or having a substantially similar effect to any of the events specified above happening
                                            under the law of any applicable jurisdiction;



 


		(c)	it
                                            is or will become unlawful for a Party to perform or comply with any one or more of its material
                                            obligations under this Agreement; or
	 	 	 
		(d)	any
                                            material provision of this Agreement is or becomes for any reason, illegal, invalid and/or
                                            unenforceable.



 


	5.3	The
                                            Surviving Provisions shall continue in force in accordance with their terms after termination
                                            of this Agreement and termination of this Agreement shall be without prejudice to any liability
                                            or obligations in respect of any matters, undertakings or conditions which shall not have
                                            been observed or performed by the relevant Party prior to such termination.
	 	 
	6.	INDEMNITY



 


FPL
shall indemnify and hold harmless EUGPL, their officers, directors, shareholders, employees and agents (the “Indemnified Parties”)
from and against any and all damages, losses, liability (whether criminal or civil), costs, claims, charges, expenses (including legal
expenses on a full indemnity basis), actions, judgements or demands whatsoever which the Indemnified Parties may suffer, sustain or incur
or which may be made against it or any one or more of them attributable to the performance of their obligations and duties under this
Agreement, save where the same has been occasioned or has occurred directly or indirectly through the fraud, wilful default or gross
negligence of such Indemnified Party.


 


	7.	REPRESENTATIONS
                                            AND WARRANTIES
	 	 
	7.1	EUGPL
                                            and FPL represents and warrants to each other that:



 


		(a)	it
                                            is a corporation duly incorporated and validly existing under the laws of the jurisdiction
                                            of its incorporation, with full power and authority to own its assets and properties, and
                                            to conduct its business, either directly or through its subsidiaries or associates, as currently
                                            conducted;



 






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		(b)	it
                                            has full power and authority to execute and deliver this Agreement, and this Agreement constitutes
                                            its valid and legally binding obligation, enforceable against it in accordance with its terms;
	 	 	 
		(c)	it
                                            has obtained all necessary corporate approvals (if required) and other actions to authorise
                                            execution, delivery and performance of this Agreement and all such other documents and instruments
                                            as are specified or referred to in this Agreement (if any); and
	 	 	 
		(d)	its
                                            execution of this Agreement and its performance of its obligations hereunder shall not:



 


		(i)	result
                                            in a breach of its memorandum and articles of association or equivalent constitutional documents
                                            (if applicable);
	 	 	 
		(ii)	result
                                            in an infringement, or constitute a default under, any directive, instrument, contract, document
                                            or agreement to which it is a party or by which it is bound; and
	 	 	 
		(iii)	result
                                            in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking
                                            to any court, government body, statutory authority or regulatory, administrative or supervisory
                                            body.



 


	8.	CONFIDENTIALITY
	 	 
	8.1	FPL
                                            acknowledges that it may have access to and possession of confidential or proprietary information
                                            relating to the business affairs, property, methods of operation, processing systems or other
                                            confidential or proprietary information belonging to the Service Providers (“Confidential
                                            Information”).



 


	8.2	FPL
                                            agrees to maintain, or cause to be maintained, the confidentiality of such Confidential Information,
                                            and undertakes that it shall:



 


		(a)	use
                                            and apply the Confidential Information solely for the purpose of facilitating EUGPL to perform
                                            the EUGPL Services;
	 	 	 
		(b)	keep
                                            the Confidential Information confidential and shall not disclose the Confidential Information
                                            to any person, except where:



 


		(i)	required
                                            by the applicable laws or the rules or regulations of any governmental or regulatory body
                                            in Singapore or elsewhere;
	 	 	 
		(ii)	such
                                            disclosure is made to the professional advisers of FPL in connection with this Agreement;
	 	 	 
		(iii)	such
                                            information is independently obtained by FPL from a third party who is not under a duty of
                                            confidentiality to EUGPL;



 


		(iv)	such
                                            information was already known to FPL prior to disclosure by EUGPL; or
	 	 	 
		(v)	such
                                            information is already in the public domain; and



 


		(c)	not
                                            use the Confidential Information in any way that may be detrimental either or both of EUGPL.



 






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	8.3	Upon
                                            the termination of this Agreement, FPL shall return to EUGPL, or at the option of EUGPL,
                                            destroy, all documents, notes, memoranda and analysis and any copies thereof containing or
                                            in relation to any such Confidential Information in its possession, custody or control, and
                                            shall delete all computer records which are derived from or contain Confidential Information
                                            within five (5) Business Days of the termination of this Agreement, and shall confirm so
                                            in writing.
	 	 
	8.4	FPL
                                            agrees that EUGPL shall be entitled to apply for immediate equitable relief, including injunction
                                            or restraining orders, in event of any breach of this Clause as damages would not be an equitable
                                            remedy, and FPL shall not oppose the application for such relief. FPL also agrees that the
                                            enforcement by EUGPL of their respective rights under this Clause shall be in addition to
                                            any other remedy it may have for any breach of confidence by FPL.
	 	 
	8.5	FPL
                                            undertakes to EUGPL that it will not, in the provision of the EUGPL Services, knowingly infringe
                                            any patents, copyrights or any other intellectual or industrial property rights of any third
                                            party in any part of the world and that FPL will indemnify and keep EUGPL indemnified in
                                            respect of all liabilities, costs, claims, demands and expenses (including legal fees and
                                            expenses) which EUGPL may incur or sustain to any third party as a result of the breach by
                                            FPL of this undertaking.



 


	8.6	This
                                            Clause shall survive the termination of this Agreement.
	 	 
	9.	FORCE
                                            MAJEURE



 


If
a Party is by reason of Force Majeure unable wholly or in part to perform its obligations under this Agreement (the “Affected
Party”), then upon the Affected Party giving notice in writing stating details of such Force Majeure to the other Party (the
“Force Majeure Notice”), the Affected Party shall be excused from performance of its obligations to the extent to
which such obligations are affected by the circumstances of the Force Majeure and for the period during which those circumstances exist,
provided that nothing in this Clause shall relieve either Party of its obligations which have accrued at the date of the Force Majeure
Notice.


 


	10.	ASSIGNMENT






 


Each
Party may not assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement except by operation
of law, without the prior written consent of the other Party.


 


	11.	COSTS






 


Each
Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance
by it of this Agreement and all ancillary documents and the subscription hereby agreed to be made.


 


	12.	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.


 






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	13.	NOTICES






 


Each
and every demand, notice or other communication under this Agreement shall be made in writing. Each communication or document to be delivered
to any Party shall be sent to that Party by fax or by delivery by hand or courier to the facsimile number or to the address and marked
for the attention of the person (if any), from time to time designated by that Party for the purpose of this Agreement. The initial addresses
and facsimile numbers of the Parties are:


 


	EUGPL
	 	 	 
	Fax
    Number	:	+65
    62887882
	 	 	 
	Address	:	14
                                            Ang Mo Kio Street 63

    Singapore
    569116

	 	 	 
	Attention	:	MR.
    NG ENG GUAN
	 	 	 

	FPL
	 	 	 
	Fax
    Number	:	+65
    62887882
	 	 	 
	Address	:	35
                                            Defu Lane 9

    Singapore
    539275

	 	 	 
	Attention	:	MR.
    NEO CHIN HENG


 


A
demand, notice or other communication made or given by one Party to another Party in accordance with this Clause shall be effected and
deemed to be duly served:


 


	 	(a)	at
    the time of delivery, if delivered by hand or courier; or
	 	 	 
	 	(b)	at
    the time of transmission in legible form, if delivered by fax.






 


	14.	FURTHER
    ASSURANCE






 


Each
Party shall do and execute or procure to be done and executed all such further 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 Parties may reasonably
request to give effect to the spirit and intent of this Agreement.


 


	15.	ENTIRE
    AGREEMENT






 


This
Agreement, and the documents referred to in it, constitutes the entire agreement and understanding between the Parties relating to the
subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking
of the other Parties 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.


 


	16.	RELATIONSHIP
    BETWEEN PARTIES






 


Each
Party, in executing this Agreement and performing its obligations under this Agreement, shall be deemed as an independent contractor.
Nothing in this Agreement shall create, give effect to, constitute or imply, or shall be deemed to create, give effect to, constitute
or imply, a partnership, joint venture, agency relationship, or render any Party liable for any of the debts or obligations of any Party.


 


	17.	VARIATIONS
	 	 
	17.1	No
                                            variation of this Agreement (or of any of the documents referred to in 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, supplement, deletion or replacement
                                            however effected.
	 	 
	17.2	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.



 






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	18.	REMEDIES
    AND WAIVERS



 


	18.1	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.
	 	 
	18.2	Any
                                            Party may release or compromise the liability hereunder of any other Party or grant to any
                                            such Party time or other indulgence without affecting the liability of any other Party hereunder.
	 	 
	19.	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 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.


 


	20.	GOVERNING
    LAW






 


This
Agreement shall be governed by the laws of Singapore and each of the parties hereto submits to the exclusive jurisdiction of the courts
of Singapore.


 




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IN
WITNESS WHEREOF, this Agreement has been signed by the Parties or the duly authorised representatives of the Parties on the date
and year above written.


 


	SIGNED
    by	 
	 	 
		 
	For
    and on behalf of 	 
	E
    U GROUP PTE LTD	 
	(Co.
    Registration No. 200909877Z)	 
	In
    the presence of:	 
	 	 
		 
	Name
    of Witness:	
	NRIC/Passport
    No.: 	
	 	 
	EXECUTED
    by )	 
		 
	 	 
	For
    and on behalf of 	 
	FILTEC
    PRIVATE LIMITED	 
	(Co.
    Registration No. 199905184W)	 
	In
    the presence of:	 
	 	 
		 
	Name
    of Witness:	 
	NRIC/Passport
    No.: 	 


 




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