Exhibit
10.5


 


	 	PRIVATE & CONFIDENTIAL




 


1
May 2019


Ohmyhome
Pte. Ltd. (the “Company”)


Address:
11 Lorong 3 Toa Payoh Block B #04-17, Jackson Square, Singapore 319579


 


Attn:
Board of Directors


Dear
Sirs,


 


Loan
facility of up to S$2,000,000


 


I
(the “Lender”) confirm that I am making available or procuring the making of the Facility described below to you subject
to the terms and conditions set out in this letter (as it may be supplemented or amended from time to time):


 


1.Borrower


 


Ohmyhome
Pte. Ltd. (Company Registration No. 201525768E), a company incorporated under the laws of Singapore and having its registered address
situated at 11 Lorong 3 Toa Payoh Block B #04-17 Jackson Square, Singapore 319579 (the “Borrower”).


 


2.
Facility


 


A
loan facility of up to S$2,000,000 (the “Facility”) or its equivalent in relevant currency.


 


3.
Drawdown


 


The
Borrower may, on any business day after the date hereof (or such other date as agreed between the Lender and the Borrower), make drawings
under the Facility provided that a notice of drawing is received by the Lender at least 1 business day before the proposed date of drawings.


 


For
the purpose of this letter, a business day shall mean a day (excluding Saturday) on which banks open for business in Singapore.


 


4.
Repayment and Prepayment


 


The
Borrower shall, on the earlier of (i) within 14 days from the date of demand by the Lender; (ii) the listing of the Company on any internationally
recognised stock exchange, or; (iii) December 31, 2023, repay to the Lender all outstanding amounts of the Facility and any other
sums due or payable by the Borrower to the Lender under this letter.


 


The
Borrower may prepay the whole or part of the principal amount borrowed and owing under the Facility without paying any fee, penalty or
compensation to the Lender (but without prejudice to the Borrower other obligations set out herein) provided that the Borrower shall
have given to the Lender not less than 24 hours’ prior written irrevocable notice. On the date on which any such prepayment is
made, the Borrower shall pay to the Lender the principal amount to be prepaid and any other sums due and payable by the Borrower hereunder.


 


Any
notice of prepayment given by the Borrower shall be irrevocable and shall oblige the Borrower to prepay in accordance with such notice.
Any amount prepaid may not be re-borrowed.


 


5.
Use of Proceeds


 


The
proceeds drawn under the Facility shall (unless with prior written consent of the Lender) be applied for payments including but not limited
to working capital needs.


 


6.
Interest


 


The
Facility shall be interest free.


 




    	 



    	 



    

 


7.
Payments


 


All
payments by the Borrower hereunder shall be made in immediately available funds free and clear of any withholdings or deductions for
any present or future taxes, imposts, levies, duties or other charges. In the event that the Borrower is required by law to make any
such deduction or withholding from any amount paid, the Borrower shall pay to the Lender such additional amount as shall be necessary
so that the Lender continues to receive a net amount equal to the full amount which it would have received if such withholding or deduction
had not been made.


 


8.
Assignment


 


This
letter shall be binding upon and inure to the benefit of the Lender and the Borrower. The Borrower may not assign or transfer any of
its rights and/or obligations under this letter without the consent of the Lender.


 


9.
Law and Jurisdiction


 


This
letter shall be governed by and construed in all respects in accordance with the laws of Singapore. The Borrower hereby irrevocably submits
to the non-exclusive jurisdiction of the Singapore courts.


 


10.
Waiver


 


No
waiver of any of the Lender’s rights or powers or any consent by the Lender shall be valid unless signed by the Lender in writing.
No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise preclude any other rights, power or privilege. The rights and remedies provided herein are cumulative
and not exclusive of any rights or remedies provided by law or any other rights the Lender may have.


 


11.
Notice and Service of Proceedings


 


Any
notice or other communication given or made under or in connection with the matters contemplated by this letter shall be in writing.


 


Any
such notice or other communication shall be addressed as provided in paragraph (c). All such notice or other communication from the Borrower
shall be irrevocable, and shall not be effective until received by the Lender. All such notice or other communication from the Lender
shall be deemed to have been duly given or made as follows:


 


i.
if sent by personal delivery, upon delivery at the address of the relevant party;


ii.
if sent by post, two days after the date of posting;


iii.
if sent by facsimile, when despatched.


 


The
relevant addressees and address of the Lender and the Borrower respectively are:


 


Name
and Address of the Parties 


 


Lender:


 


Vienna
Management Ltd.


Tropic
Isle Building, P.O. Box 438, Road Town, Tortola, BVI


 


Borrower:


 


Ohmyhome
Pte. Ltd.


11
Lorong 3 Toa Payoh, Block B #04-17 Jackson Square, Singapore 319579


 


12.
Severability


 


If
any provision of this letter is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate
the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.


 


We
trust that the above terms and conditions are acceptable to you. Please signify your acceptance of the Facility upon the terms and
conditions of this letter by counter signing this letter and returning the copy letter to us by no later than 7 days from the date
hereof. In the absence of our written agreement to the contrary, if we do not receive the duly signed acceptance and copy letter by
such time and date, this offer shall automatically lapse.


 


	Yours
    faithfully,	 
	 	 
	/s/
    Loh Kim Kang David	 
	Loh
    Kim Kang David	 
	For
    and on behalf of	 
	Vienna
    Management Ltd