Exhibit 10.6 


 


JE
CLEANTECH HOLDINGS LIMITED


NOMINATION
COMMITTEE CHARTER


 


PURPOSE:


 


The
purpose of the Nomination Committee (the “Committee”) of the Board of Directors (the “Board”) of JE Cleantech
Holdings Limited (the “Corporation”) shall be to review and make recommendations to the Board regarding matters concerning
corporate governance; review the composition of and evaluate the performance of the Board; recommend persons for election to the Board
and evaluate director compensation; review the composition of committees of the Board and recommend persons to be members of such committees;
review and maintain compliance of committee membership with applicable regulatory requirements; and review conflicts of interest of members
of the Board and corporate officers. In addition, the Committee will undertake those specific duties and responsibilities listed below
and such other duties as the Board may from time to time prescribe.


 


MEMBERSHIP:


 


The
Committee shall consist of no fewer than two members of the Board. All members of the Committee shall be appointed by a majority of the
Board and shall be independent of the Corporation and its affiliates, shall have no relationship to the Corporation or its affiliates
that may interfere with the exercise of their independence, and shall otherwise be deemed to be “independent directors” as
defined in Rule 5605 (e)(2) of the NASDAQ Listing Rules. The Board may designate one member of the Committee as its Chair. The Committee
may form and delegate authority to subcommittees, consisting of no fewer than two members of the Committee, when appropriate. No member
of the Committee shall be removed except by a majority vote of the independent directors then in office.


 


RESPONSIBILITIES:


 


The
responsibilities and duties of the Committee shall include:


 


Composition
of the Board of Directors, Evaluation, and Nomination Activities


 


	 	1.	Reviewing
    the composition and size of the Board and determining the criteria for membership of the Board, including issues of character, judgment,
    independence, diversity, age, expertise, corporate experience, length of service, and other commitments outside the Corporation.
	 	 	 
	 	2.	Conducting
    an annual evaluation of the Board.
	 	 	 
	 	3.	Identifying,
    considering, and recommending candidates to fill new positions or vacancies on the Board, and reviewing any candidates recommended
    by stockholders in accordance with the bylaws. In performing these duties, the Committee shall have the authority to retain any search
    firm to be used to identify candidates for the Board and shall have sole authority to approve the search firm’s fees and other
    retention terms.
	 	 	 
	 	4.	Evaluating
    the performance of individual members of the Board eligible for re-election and recommending the director nominees by class for election
    to the Board by the stockholders at the annual meeting of stockholders.
	 	 	 
	 	5.	Evaluating
    director compensation, consulting with outside consultants when appropriate, and making recommendations to the Board regarding director
    compensation.
	 	 	 
	 	6.	Reviewing
    and making recommendations to the Board with respect to a Director Option Plan and any proposed amendments thereto, subject to obtaining
    stockholder approval of any amendments as required by law or NASDAQ Listing Rules or otherwise.
	 	 	 
	 	7.	Selection
    of New Directors.


 


	 	a.	Recommend
    to the Board criteria for Board and committee membership, which shall include a description of any specific, minimum qualifications
    that the Nominating Committee believes must be met by a Nominating Committee recommended nominee, and a description of any specific
    qualities or skills that the Nominating Committee believes are necessary for one or more of the Company’s directors to possess,
    and annually reassess the adequacy of such criteria and submit any proposed changes to the Board for approval.
	 	 	 
	 	b.	Establish
    a policy regarding the consideration of director candidates recommended by stockholders.
	 	 	 
	 	c.	Establish
    procedures to be followed by securityholders in submitting recommendations for director candidates to the Nominating Committee. The
    current procedures to be followed by securityholders are set forth below:


 




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	 	i.	All
    securityholder recommendations for director candidates must be submitted to the Secretary of the Company, who will forward all recommendations
    to the Nominating Committee.
	 	 	 
	 	ii.	All
    securityholder recommendations for director candidates must be submitted to the Company not less than 120 calendar days prior to
    the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual
    meeting.
	 	 	 
	 	iii.	All
    securityholder recommendations for director candidates must include the following information:


 


	 	1.	The
    name and address of record of the securityholder.
	 	 	 
	 	2.	A
    representation that the securityholder is a record holder of the Company’s securities, or if the securityholder is not a record
    holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934.
	 	 	 
	 	3.	The
    name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation
    or employment for the preceding five (5) full fiscal years of the proposed director candidate.
	 	 	 
	 	4.	A
    description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and
    other criteria for Board membership approved by the Board from time to time and set forth in this Charter.
	 	 	 
	 	5.	A
    description of all arrangements or understandings between the securityholder and the proposed director candidate.
	 	 	 
	 	6.	The
    consent of the proposed director candidate (i) to be named in the proxy statement relating to the Company’s annual meeting
    of stockholders and (ii) to serve as a director if elected at such annual meeting.
	 	 	 
	 	7.	Any
    other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to
    the rules of the Securities and Exchange Commission.


 


	 	d.	Establish
    a process for identifying and evaluating nominees for the Board, including nominees recommended by securityholders. The current process
    for identifying and evaluating nominees for the Board is as follows:


 


	 	i.	The
    Nominating Committee may solicit recommendations from any or all of the following sources: non-management directors, the Chief Executive
    Officer, other executive officers, third-party search firms, or any other source it deems appropriate.
	 	 	 
	 	ii.	The
    Nominating Committee will review and evaluate the qualifications of any such proposed director candidate and conduct inquiries it
    deems appropriate.
	 	 	 
	 	iii.	The
    Nominating Committee will evaluate all such proposed director candidates in the same manner, with no regard to the source of the
    initial recommendation of such proposed director candidate.

                                                                               

    In
    identifying and evaluating proposed director candidates, the Nominating Committee may consider, in addition to the minimum qualifications
    and other criteria for Board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate
    or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business
    experience or other background characteristics, his or her independence and the needs of the Board.



 


	 	e.	Upon
    identifying individuals qualified to become members of the Board, consistent with the minimum qualifications and other criteria approved
    by the Board from time to time, recommend that the Board select the director nominees for election at each annual meeting of stockholders;
    provided that, if the Company is legally required by contract or otherwise to provide third parties with the ability to nominate
    individuals for election as a member of the Board (pursuant, for example, to the rights of holders of preferred stock to elect directors
    upon a dividend default or in accordance with shareholder agreements or management agreements), the selection and nomination of such
    director nominees shall be governed by such contract or other arrangement and shall not be the responsibility of the Nominating Committee.
	 	 	 
	 	f.	Consider
    recommendations in light of the requirement that three members of the Board shall be directors who meet the independence requirements
    set forth in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market LLC.
	 	 	 
	 	g.	Recommend
    that the Board select the directors for appointment to committees of the Board.


 




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	 	h.	Review
    all stockholder nominations and proposals submitted to the Company (including any proposal relating to the procedures for making
    nominations or electing directors), determine whether the nomination or proposal was submitted in a timely manner and, in the case
    of a director nomination, whether the nomination and the nominee satisfy all applicable eligibility requirements, and recommend to
    the Board appropriate action on each such nomination or proposal.


 


Committees
of the Board of Directors


 


	 	1.	Periodically
    reviewing the composition of each committee of the Board and making recommendations to the Board for the creation of additional committees
    or the change in mandate or dissolution of committees.
	 	 	 
	 	2.	Recommending
    to the Board persons to be members of the various committees and Committee Chairperson, annually.


 


Conflicts
of Interest


 


	 	3.	Reviewing
    and monitoring compliance with the Corporation’s Code of Business Conduct and Ethics.
	 	 	 
	 	4.	Considering
    questions of possible conflicts of interest of members of the Board and of corporate officers.
	 	 	 
	 	5.	Reviewing
    actual and potential conflicts of interest of members of the Board and corporate officers and clearing any involvement of such persons
    in matters that may involve a conflict of interest.


 


GENERAL


 


The
Nominating Committee may establish and delegate authority to subcommittees consisting of one or more of its members, when the Nominating
Committee deems it appropriate to do so in order to carry out its responsibilities.


 


The
Nominating Committee shall make regular reports to the Board concerning areas of the Nominating Committee’s responsibility.


 


In
carrying out its responsibilities, the Nominating Committee shall be entitled to rely upon advice and information that it receives in
its discussions and communications with management and such experts, advisors, and professionals with whom the Nominating Committee may
consult. The Nominating Committee shall have the authority to request that any officer or employee of the Company, the Company’s
outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to
the Company attend a meeting of the Nominating Committee or meet with any members of or advisors to the Nominating Committee. The Nominating
Committee shall also have the authority to engage legal, accounting, or other advisors to provide it with advice and information in connection
with carrying out its responsibilities and shall have sole authority to approve any such advisor’s fees and other retention terms.


 


The
Nominating Committee may perform such other functions as may be requested by the Board from time to time.


 


MEETINGS:


 


The
Committee will meet at least once a year. The Committee may establish its own meeting schedule, which it will provide to the Board. Special
meetings may be convened as required. The Committee, or its Chair, shall report to the Board on the results of these meetings. The Committee
may invite to its meetings other Directors, Corporate management, and such other persons, as the Committee deems appropriate in order
to carry out its responsibilities. A majority of the members of the Committee, present in person or by means of a conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other, shall constitute a
quorum.


 


The
Committee will maintain written minutes of its meetings, which shall be filed with the minutes of the meetings of the Board.


 


EVALUATION
OF THE COMMITTEE’S PERFORMANCE:


 


The
Committee shall, on an annual basis, evaluate its performance under this Charter. The Committee shall address all matters that the Committee
considers relevant to its performance. The Committee shall deliver a report setting forth the results of its evaluation, including any
recommended amendments to this Charter and any recommended changes to the Board’s or the Corporation’s policies or procedures.


 


COMMITTEE
RESOURCES:


 


The
Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities,
and may retain, at the Corporation’s expense, such independent counsel, or other advisors as it deems necessary. The Committee
shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority
to approve the search firm’s fees and other retention terms, and such related fees are to be borne by the Corporation.


 


REPORTS:


 


The
Committee will record its summaries of recommendations to the Board in written form, which will be incorporated as a part of the minutes
of the meeting of the Board at which those recommendations are presented.


 


MINUTES:


 


The
Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.


 




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