AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is made on 30th June 2026 (the "Agreement") and amends and restates in its entirety the Shareholders' Agreement made on 10th June 2023 (the "Original Agreement").

BETWEEN

WHEREAS

1. The Shareholders desire to invest in the Company, which will invest and manage childcare and student care centres (each a "Centre" and collectively the "Centres").
2. This Agreement is being entered into to regulate the relationships between the Shareholders and the conduct of the Company's business and affairs.
3. The parties entered into the Original Agreement on 10th June 2023. The parties have agreed to amend and restate the Original Agreement in its entirety on the terms set out in this Agreement, which shall supersede the Original Agreement with effect from the date of this Agreement.

AGREED TERMS

1. Interpretation
   1. In this Agreement, the following words shall have the corresponding meanings:
      1. "Agreement" refers to this agreement and no other verbal or written communications.
      2. "Loan" refers to the loan extended by each Shareholder to the Company under their respective loan agreement with the Company.
      3. "Ordinary Shares" refers to the ordinary shares of the Company, each carrying one (1) vote.
      4. "Founder Shares" refers to the founder shares of the Company, each carrying ten (10) votes.
      5. "Shares" refers to the Ordinary Shares and the Founder Shares collectively.
      6. "Voting Rights" refers to the aggregate votes carried by the Shares.
2. Business of the Company
   1. The business of the Company shall be restricted to:
      1. Investing in childcare and student care centres; and
      2. Managing childcare and student care centres.
      3. Other education-related businesses that the Board of Directors may vote to pursue.
   2. Each Shareholder agrees to act in the best interests of the Company and shall not engage in any activity or make any statement that may directly or indirectly harm the Company's reputation or business prospects.
3. Issuance of Shares
   1. The Shareholders shall procure that the Company shall not, and the Company undertakes that it shall not, allot, issue, sell, transfer, or otherwise dispose of any Shares (including any Shares held in treasury from time to time) to any person unless that person is a party to this Agreement or has executed and delivered a Deed of Adherence in favor of the other parties to this Agreement.
   2. Where the Company issues new Shares (other than Shares issued to key hires under the clause below), it shall first offer those Shares to the existing Shareholders pro-rata to their shareholdings, on the same terms. Each Shareholder may take up all or part of their entitlement by written notice within 14 calendar days, and any Shares not taken up may then be issued to other persons on terms no more favourable.
   3. Issuance of Shares for Key Hires
      1. The Company may reserve up to 10% of its issued share capital for the purpose of incentivizing and retaining key hires as the Company grows. For the purposes of this clause, "key hires" shall refer to individuals employed by the Company who hold positions of significant importance and responsibility, directly contributing to the strategic growth, operational success, or overall management of the Company. These individuals may include, but are not limited to, executive-level management, principals, or other highly skilled professionals whose unique expertise, knowledge, or experience is crucial to the Company's continued development and success.
      2. The issuance of Shares to key hires shall be subject to Shareholder approval, in accordance with the provisions set forth in the 75% Shareholder Approval clause.
      3. These reserved Shares shall be held in the Company's treasury until such time as they are issued to key hires, upon approval by the Board.
4. Repayment of Loans and Dividend Payments
   1. The Company aims to allocate its annual net profits from each Centre as follows:
      1. 50% shall be retained by the Company for the purpose of expansion and working capital.
      2. 50% shall be distributed to the Shareholders ("Profit Distribution"), applied towards repayment of the Loans pro-rata to each Shareholder's Loan amount among Qualifying Loans. A "Qualifying Loan" is a Loan for which at least three full operating years have passed since the year in which it was issued.
      3. Profit Distribution shall be calculated on an individual Centre level. If a Centre generates a profit for that year, the profit shall be distributed in accordance with the clauses above.
   2. Any dividends declared by the Board shall be paid equally among the Shares within the same class, and the Board may determine that different amounts are paid to each class.
   3. The repayment of Loans and the payment of dividends are not mutually exclusive. A Shareholder whose Loan remains outstanding shall continue to receive repayment of that Loan in addition to any dividends paid on their Shares. Once all Loans have been fully repaid, the Shareholders shall thereafter receive dividends on their Shares only.
   4. The 50% split between Shareholders and the Company, as mentioned above, is a target and may be subject to change at the discretion of the Board of Directors, taking into account market conditions and other relevant factors.
   5. The Board of Directors shall review and approve the allocation of net profits, loan repayments, and dividend payments annually.
5. Transfer of Shares
   1. Right of First Refusal
      1. A Shareholder intending to sell their Shares ("Transferor") must first offer them in writing ("Transfer Notice") via email to the Company's CEO, who will then forward the offer to all existing Shareholders ("Offerees") proportionate to their respective shareholdings, under the same terms offered to a prospective external party, giving them the Right of First Refusal.
      2. If an Offeree wishes to accept their proportion of Shares, they must provide written notice to the Transferor through the Company within 30 calendar days from the Transfer Notice date ("First Offer Period").
      3. If any Offerees do not accept their full proportion, the unaccepted Shares shall, within 7 calendar days after the First Offer Period, be distributed equally among the accepting Offerees, unless they agree on a different allocation.
      4. If any Shares remain unaccepted after the First Offer Period and the allocation above, they may be transferred to any party on terms no more favorable than those offered during the First Offer Period.
   2. Any Founder Shares that are transferred shall automatically convert into Ordinary Shares upon the transfer taking effect.
   3. The Shareholder must not transfer Shares to any individual or entity that is engaged in any business that competes with the Company or any of its subsidiaries.
   4. For any Share transfer, the transferee must execute a Deed of Adherence, agreeing to be bound by this Agreement, if not already bound. The purpose of this Deed is to ensure that any new shareholder joining the Company adheres to the terms and conditions set out in this Agreement. A sample of the Deed of Adherence is attached as Appendix 1.
   5. In case of disputes over Share price, an independent consultant may be engaged to determine fair value. The fees will be split evenly between disputing parties.
   6. Any transfer not in accordance with this Transfer of Shares clause will be considered null and void. Directors may refuse to register a transfer if it is not in accordance with this Transfer of Shares clause. Directors shall not unreasonably withhold consent for transfers made in compliance with this clause.
   7. When transferring Shares, the Transferor must also transfer the corresponding Loan portion associated with the Shares being transferred. The transferee shall assume the rights and obligations of the Loan in proportion to the Shares acquired.
   8. Exceptions to Right of First Refusal
      1. Shareholders may freely transfer Shares between immediate family members without being subject to the Right of First Refusal. However, the transferring Shareholder must still follow the other rules in this clause, such as signing the Deed of Adherence and notifying the CEO of the transfer.
6. Drag-Along
   1. If holders of at least 75% of the Shares ("Selling Shareholders") intend to sell all their Shares to a genuine third-party buyer under fair market terms ("Proposed Buyer") after following the procedure in the Transfer of Shares clause, they can require the remaining Shareholders ("Called Shareholders") to sell all their Shares to the Proposed Buyer under this Drag-along clause ("Drag Along Option").
   2. Selling Shareholders exercise the Drag Along Option by providing written notice to Called Shareholders ("Drag Along Notice") before transferring their Shares to the Proposed Buyer. The Drag Along Notice must specify:
      1. The requirement for Called Shareholders to transfer all their Shares under this Drag-along clause;
      2. The transferee's identity;
      3. The purchase price for the Called Shares, equal to or greater than the per-share price offered by the Proposed Buyer for the Selling Shareholders' Shares; and
      4. The proposed transfer date.
   3. The Drag Along Notice is irrevocable but lapses if the Selling Shareholders haven't sold their Shares to the Proposed Buyer within 60 calendar days of serving the notice.
   4. Called Shareholders must receive the same sale terms, with the Drag Along Notice only requiring their agreement to terms specifically stated in this Drag-along clause.
7. Tag-Along
   1. If a Large Shareholder (defined as a Shareholder owning more than 50% of the Company's Shares) intends to sell a significant portion of their Shares (defined as a sale of at least half of their Shares) to a third-party buyer, other Shareholders shall have the right to include their Shares in the sale on the same terms and conditions offered to the Large Shareholder.
   2. The Large Shareholder must provide written notice of their intention to sell their Shares to the Company's CEO, who will then notify all other Shareholders, including the terms and conditions of the proposed sale.
   3. Shareholders wishing to exercise their Tag-Along Rights must provide written notice to the CEO within 30 calendar days from the date of receiving the notice of the intended sale.
   4. If the third-party buyer does not agree to purchase the Shares of the other Shareholders exercising their Tag-Along rights, the Large Shareholder shall not proceed with the sale unless the buyer agrees to purchase all the Shares subject to the Tag-Along rights.
8. Board of Directors
   1. Shareholders may appoint and maintain one Director (including themselves) for every 15% of the Voting Rights they hold. If a Shareholder's Voting Rights fall below the level required to maintain the number of Directors they have appointed, the corresponding Director(s) must step down immediately. Shareholders have the right to remove and replace their appointed Director(s) as they deem fit.
   2. A Director who commits a material breach of their obligations under this Agreement may be removed from office by Shareholders holding a majority of the Voting Rights, in addition to the right of the appointing Shareholder to remove them. A Director removed for such a breach may not be re-appointed as a Director, notwithstanding any Shareholder's appointment right under this clause.
   3. The Board of Directors must act in the Company's best interest, rather than protecting the interest of any specific Shareholder(s) or group(s) of Shareholders.
   4. The Board of Directors may make decisions during a Board meeting.
   5. Board resolutions shall be carried by a simple majority vote in favour of the resolution, with each Director entitled to one vote.
   6. In case of a deadlock in voting, the Chairman of the Board of Directors shall be entitled to one additional vote.
   7. The Board of Directors shall decide amongst themselves who will serve as the Chairman of the Board.
9. CEO
   1. TAY JEN-TI, MYRON shall continue to act as the CEO of the Company, unless the Board of Directors later decides otherwise.
   2. The CEO shall be responsible for the day-to-day operations of the Company and is accountable to the Board for the Company's performance. The Board empowers the CEO to make decisions (other than the decisions listed in the clauses Simple Majority Board Approval and 75% Shareholder Approval) to achieve the targets and to act in the best interests of the Company.
   3. The CEO shall be compensated via payment to their company, Mynt Pte Ltd.
   4. The CEO's fees shall be a mix of base and profit sharing.
      1. The base shall be $4,000 a month and will increase by $4,000 per new Centre opened.
      2. The profit sharing shall be 9% of the earnings before interest and taxes and shall be calculated on an individual Centre level where only profitable Centres will be considered.
      3. The profit sharing shall drop to 5% after five full operating years from the time the CEO commences work.
   5. Performance targets for the CEO shall be agreed upon in writing by the Board of Directors and the CEO.
   6. The agreed targets should be reasonable, taking into account the Company's current performance and market conditions. The performance targets shall have a minimum duration of one (1) year to provide the CEO with sufficient time to implement changes and achieve the set targets.
   7. The CEO's performance bonus shall be decided by the Board of Directors based on the CEO's achievement of the performance targets agreed in writing by the Board and the CEO. If no such targets are set, the CEO's performance bonus shall equal the average bonus paid to the Company's employees for the relevant financial year, expressed as a multiple of monthly remuneration and applied to the CEO's monthly fees.
   8. The notice period for termination of the CEO engagement by either the Company or Mynt Pte Ltd shall be six (6) months.
   9. In the event of termination due to reasons other than performance issues, the Company shall pay Mynt Pte Ltd an amount equivalent to twelve (12) months of the CEO's fees as severance.
   10. If the Company terminates the CEO engagement with Mynt Pte Ltd due to performance issues, it must be based on the failure to achieve the agreed-upon performance targets.
10. Related Party Transactions
    1. A "Related Party Transaction" is any transaction, arrangement or contract between the Company and a Related Party. "Related Party" has the meaning given under the applicable Singapore Financial Reporting Standards, and includes the Directors, the CEO, substantial Shareholders, and their close family members and controlled entities.
    2. Each Director and the CEO shall disclose to the Company Secretary any Related Party Transaction (other than one with a value below S$1,000) in which they are interested or of which they are aware, stating the nature and extent of the Related Party's interest, a description of the transaction and its value. The Company Secretary shall maintain a register of these disclosures.
    3. A Related Party Transaction requires the approval of the Board of Directors if it exceeds S$50,000 (whether individually or in aggregate with the same Related Party in any financial year) or is not on arm's length terms. Any other Related Party Transaction need only be disclosed and recorded under the clause above.
    4. The register of Related Party Transactions shall be presented to the Shareholders at each Annual General Meeting.
11. Simple Majority Board Approval
    1. The following matters require the approval of the Board of Directors by a simple majority vote:
       1. Appointment or replacement of the CEO.
       2. Approval of CEO performance targets.
       3. Acquisition or disposal of business interests, shareholdings, or assets outside the normal course of business of the Company.
       4. Contracting transactions involving a consideration greater than S$500,000 or outside the normal course of business of the Company.
       5. Guarantees of any debt or obligations by the Company.
       6. Issuance of any secured debt obligations by the Company.
       7. Loans extended by or repayment of loans to the Company.
       8. Approval of dividends.
       9. Related Party Transactions requiring approval under the Related Party Transactions clause.
12. 75% Shareholder Approval
    1. The following matters require the approval of at least 75% of the Voting Rights present and voting, obtained at a General Meeting where there is a quorum, either at the AGM or through an Extraordinary General Meeting, following the notice period required under the Companies Act 1967:
       1. Changes to the issued capital of the Company, including the allotment, issue, redemption, or purchase of any Shares of the Company.
       2. Changes to this Agreement.
       3. All matters stipulated in the Companies Act 1967 that require special resolutions of Shareholders.
       4. The issuance of shares to key hires as stipulated in the Issuance of Shares clause.
13. Notices
    1. Any notice, demand, or other communication under this Agreement ("Notice") must be in English and delivered via email. Notices should be sent to each Party's email address provided in the Shareholder Details Form document, a sample of which is attached as Appendix 2.
    2. Shareholders must promptly notify the Company of any changes to their details in the Shareholder Details document.
    3. A Notice is considered given on the day it is sent, provided the sender does not receive a non-delivery report.
14. Annual General Meeting
    1. The Company shall send out a notice of the Annual General Meeting (AGM) and the financial statements to all Shareholders by email at least 14 days prior to the AGM, in accordance with the Companies Act 1967.
    2. By default, the AGM shall be held online on an easily accessible platform that allows for two-way communication, unless otherwise decided by the Board of Directors.
15. Confidentiality
    1. Each Shareholder agrees to keep confidential any non-public information related to the Company and not to disclose it to any third party or use it for their own benefit, during or after the termination of this Agreement, unless authorized by the Board of Directors.
    2. Confidential information includes, but is not limited to, client lists, trade secrets, business plans, financial information, employee information, and any information the Company is obligated not to disclose.
    3. Any violation of the provisions set forth in this Confidentiality clause shall be deemed a material breach of the Agreement.
16. Non-Compete
    1. Shareholders agree not to engage, directly or indirectly, in any business which competes with the Company in Singapore during the term of this Agreement and for a period of one (1) year following the termination of this Agreement or the cessation of their shareholding in the Company, whichever is later.
    2. The restriction as described in the clause above does not apply if the Company ceases to operate or is fully sold. Shareholders may engage in a competing business if granted a written exception by the Company, subject to approval from the board.
    3. The restriction as described above does not prohibit Shareholders from investing as a sleeping partner in competing businesses. However, Shareholders are required to declare any existing involvement in other childcare or student care businesses.
    4. Shareholders also agree not to solicit, entice, or induce any employee, customer, supplier, or contractor of the Company to terminate their relationship with the Company during the term of this Agreement and for a period of one (1) year following the termination of this Agreement or the cessation of their shareholding in the Company, whichever is later.
17. Events of Default
    1. An Event of Default occurs in respect of a Shareholder if:
       1. the Shareholder commits a material breach of their obligations under this Agreement, other than obligations that apply to a person in their capacity as a Director or the CEO; or
       2. the Shareholder becomes bankrupt or insolvent, or any analogous proceedings are commenced against them.
    2. Where a breach is capable of remedy, the Shareholder shall have 30 calendar days from written notice of it to remedy the breach, and an Event of Default arises only if the breach is not remedied within that period.
    3. Upon an Event of Default, the defaulting Shareholder shall, within 30 calendar days, offer their Shares for transfer in accordance with the Transfer of Shares clause.
    4. A breach by a Director or the CEO of an obligation that applies to them in that capacity does not of itself constitute an Event of Default in respect of their Shares.
18. Duration and Termination
    1. This Agreement shall continue unless terminated by mutual consent or due to specific circumstances, including but not limited to the winding up, liquidation, or dissolution of the Company, or the occurrence of an event of default as defined in the Events of Default clause.
    2. Upon the transfer of all of their Shares according to this Agreement, the transferring Shareholder will be released from all further obligations under this Agreement, except those under the Confidentiality and Non-Compete clauses, which continue to apply.
19. Representations and Warranties
    1. Each Shareholder confirms they are not party to any agreement that would restrict their ability to fulfil their obligations under this Agreement.
20. Supremacy of Shareholders' Agreement
    1. In case of inconsistency between this Agreement and the Company's Constitution, this Agreement prevails, and the Shareholders shall amend the Constitution to remove such inconsistency.
21. Governing Law and Dispute Resolution
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore.
    2. Before commencing court proceedings, each party shall make a genuine attempt to resolve any dispute or claim arising out of or in connection with this Agreement through mediation, to be commenced within 30 calendar days of a written request by either party. A party that fails to participate in good faith in the mediation shall bear the costs of any subsequent proceedings in relation to that dispute.
    3. If mediation is unsuccessful in resolving the dispute, then the parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any such dispute or claim (including non-contractual disputes or claims).
22. Assignment
    1. No party can transfer or dispose of their rights and obligations under this Agreement except in accordance with the Transfer of Shares clause.
23. Severability
    1. If any part of this Agreement is found to be void or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and such modification will not affect the validity and enforceability of the remaining provisions of this Agreement.
24. Entire Agreement
    1. This Agreement amends, restates and supersedes the Original Agreement and all previous agreements and understandings between the Shareholders relating to its subject matter.

This Amended and Restated Shareholders' Agreement was approved and adopted by resolution of the Shareholders passed at the Annual General Meeting held on 30th June 2026, in accordance with the 75% Shareholder Approval clause of this Agreement, and is executed by the Company to authenticate the adopted version.

SIGNED BY THE COMPANY: