Exhibit
10.1


 


DATED
13 OCTOBER 2021


 


BETWEEN


 


VETTONS
CITY ANGELS SDN. BHD.


 


AND


 


THE
ANGEL INVESTORS


 


 






 


SHAREHOLDERS’
AGREEMENT 


 


 






 




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THIS
SHAREHOLDERS’ AGREEMENT is made the 13th day of October 2021


 


PARTIES:


 


	(1)	VETTONS
                                            CITY ANGELS SDN. BHD. Company No.: 201901039327 (1348657-U), a private company limited
                                            by shares incorporated under the laws of Malaysia and having registered address at B03--B--13--1,
                                            Level 13, Menara 3A, KL Eco City, No. 3, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia (“Company”);



 


AND


 


	(2)	THE
                                            ANGEL INVESTORS whose name and particulars are set out in Schedule 1. (Collectively
                                            referred to as the “Angel Investors”).



 


(“Parties”
means the parties to this Agreement, and “Party” shall mean any one of them as the context requires)


 


RECITALS:


 


	(A)	The
                                            Angel Investors wish to participate i n an angel-fundraising round by investing in the ordinary
                                            shares of Vettons City Sdn Bhd (Company No. 201901039292 (1348622-T), being a private company
                                            incorporated in Malaysia with the registered address at B03--B--13--1, Level 13, Menara 3A,
                                            KL Eco City, No. 3, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia (“Vettons City”).
                                            Pursuant to the angel-fundraising round, Vettons City intends to raise RM2,915,000 at a pre-money
                                            valuation of RM58,300,000, by issuing 250,000 ordinary shares at a subscription price of
                                            RM11.66 (rounded to 2 decimal places) per share (“Angel Fundraising Round”).



 


	(B)	As
                                            the Companies Act 2016 limits the number of shareholders of a private company, the Angel
                                            Investors have agreed to hold their investment and shares in Vettons City through the Company.



 


	(C)	The
                                            Company is private company incorporated in Malaysia as a special purpose vehicle to hold
                                            and deal with the shares in Vettons City on behalf of the Angel Investors. Pursuant to the
                                            Angel Fundraising Round, Vettons City will issue 250,000 ordinary shares to the Company,
                                            and the Company will in turn issue 250,000 ordinary shares, all of which will be fully paid
                                            up by the Angel Investors, to the Angel Investors to reflect their respective indirect investment
                                            and beneficial ownership of shares in Vettons City according to a 1:1 ratio, where ownership
                                            of 1 ordinary share of the Company being equal to the beneficial ownership in 1 ordinary
                                            share of Vettons City.



 


	(D)	The
                                            Company’s shareholders shall comprise of the Angel Investors, who have agreed to appoint
                                            and maintain a board of directors that is comprised of the same individuals as in the board
                                            of directors of Vettons City, except for the directors appointed by Vettons City’s
                                            investors at Vettons City’s subsequent fundraising rounds, as practicably possible
                                            from time to time.



 


	(E)	The
                                            Company and the Angel Investors enter into this Agreement on the terms and conditions contained
                                            herein to regulate their relationship, rights and obligations as shareholders of the Company.



 




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	1.	Principal
                                            Activities & Administrative Expenses of the Company 



 


	1.1	The
                                            Company shall be confined to act as a special purpose vehicle to hold and deal with shares
                                            in Vettons City on behalf of the Angel Investors, subject always to the provisions of the
                                            constitution and existing shareholders’ agreement of Vettons City.



 


	1.2	Other
                                            than being an investment holding vehicle formed to hold and deal with only ordinary shares
                                            in Vettons City, the Company shall not undertake any business activities or operations, unless
                                            approved by the Board.



 


	1.3	The
                                            costs and expenses of statutory compliance, audit and administration of Company incurred
                                            in the ordinary course of business shall be borne by Vettons City.



 


	2	Shares
                                            and Subscription Price



 


	2.1	The
                                            Angel Investors shall subscribe to the number of ordinary shares in the Company (“Shares”),
                                            at the subscription amount to be fully paid in cash to the Company or to Vettons City directly,
                                            who shall receive the subscription amount on behalf of the Company, as set out against their
                                            respective names in Schedule 1.



 


	2.2	The
                                            targeted post-subscription capitalization table of the Company and the corresponding beneficial
                                            interest in ordinary shares of Vettons City held by the Company on behalf of the Angel Investors
                                            pursuant to angel-fundraising investment round is illustrated in Schedule 2.



 


	2.3	The
                                            Company shall utilize the subscription amounts received from the Angel Investors to subscribe
                                            and fully pay for the corresponding number of ordinary shares in Vettons City at a subscription
                                            price determined by Vettons City’s board of directors. For every 1 Share in the Company
                                            subscribed and fully paid for by the Angel Investors, the Company shall, on behalf of the
                                            Angel Investors, subscribe for and hold 1 ordinary share in Vettons City, unless such ratio
                                            is amended by the Board acting in good faith. The Company may also use the subscription proceeds
                                            (if any surplus) to meet the Company’s administrative expenses and costs of statutory
                                            compliance as determined by the Board.



 


	2.4	The
                                            Company shall not issue any other classes of ordinary shares or other types of shares (such
                                            as preference shares), unless approved by the Board.



 


	2.5	Apart
                                            from the 250,000 ordinary shares that the Company holds in Vettons City as stated in Recital
                                            A issued pursuant to the Angel Fundraising Round, the Company shall not subscribe for any
                                            new shares in Vettons City, unless approved by the Board and unless allowed in this Agreement.
                                            In the event the Company subscribes for new shares in Vettons City, for every 1 share in
                                            Vettons City subscribed by the Company, the Company shall issue 1 Share in the Company to
                                            the relevant Angel Investor or Approved 3rd party Subscriber (as defined in Clause
                                            5.4 below), whichever applicable, who wishes to subscribe for the New Shares in accordance
                                            to the procedure in Clauses 5.2 to 5.5.



 


	2.6	In
                                            the event that Vettons City needs to issue shares to the Company and where the Board deems
                                            it not to be possible nor practical for the Company to issue the corresponding number of
                                            Company’s shares to the Angel Investors on a 1:1 ratio (e.g, if such an issue results
                                            in fractional shares), the Company shall hold such shares in Vettons City on trust for the
                                            Angel Investors as beneficial owners according to their respective shareholding in the Company.



 




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	2.7	Subject
                                            to the terms of this Agreement and as far as permissible under law, the Company shall confer
                                            the Angel Investors the full economic rights and benefits enjoyed by the shareholders of
                                            Vettons City (“Vettons City’s Shareholders”), including the rights
                                            to receive any dividends distributed by Vettons City, and any other rights, benefits, entitlements
                                            and privileges conferred on Vettons City’s Shareholders under this Agreement and/or
                                            the applicable shareholders’ agreement or constitution of Vettons City. In particular,
                                            the Angel Investors acknowledge that the Board may only declare and distribute dividends
                                            based on the Company’s profits after tax, if the Company complies with the solvency
                                            test as required under the Companies Act 2016.



 


	2.8	The
                                            Company shall at all times be entitled to rely on the information, certifications and representations
                                            of Vettons City in relation to the shares held on behalf of the Angel Investors and shall
                                            not be liable to the Angel Investors for any act or omission of Vettons City in relation
                                            to the shares.



 


	2.9	The
                                            Company shall submit the relevant statutory document to the Companies Commission of Malaysia
                                            with the approval of the Board and Shareholders of the Company for the shares issuance to
                                            the Angel Investors upon



 


(a)
completion of the fundraising round


(b)
received the full subscription amount for shares subscribed by Angel Investors.


(c)
The Company shares being completely and validly issued to Angel Investors


 





	3	Representations
                                            and Warranties



 


	3.1	Each
                                            of the Parties represents and warrants that the respective Party:



 


		(a)	has
                                            full legal rights, authority and power to enter into and bind itself by this Agreement and
                                            to exercise its rights and perform its obligations hereunder;



 


		(b)	has
                                            not had any bankruptcy petition filed against it, is not subject to any other insolvency,
                                            liquidation or reorganisation proceedings, and has not received notice regarding any intention
                                            to initiate such proceedings; and



 


		(c)	will
                                            not contravene any laws or any term of any agreement to which it is a party by entering into
                                            and performing its obligations under this Agreement.



 


	3.2	Each
                                            Party indemnifies the others against claims, actions, losses or damage, costs and expenses
                                            and other liabilities which may directly or indirectly arise in connection with any misrepresentations
                                            or breach of these representations and warranties.



 


	4	Limitations
                                            



 


	4.1	The
                                            Angel Investors acknowledge their role as passive investors in the Company and Vettons City,
                                            and shall act within the scope of authority as determined under this Agreement.



 


	4.2	Subject
                                            to the rights of Angel Investors under this Agreement and to the extent that it is not expressly
                                            disallowed under the Companies Act 2016,



 


		(a)	an
                                            Angel Investor is not entitled to transfer any Shares or any interest in the Shares unless
                                            in accordance with Clause 6;



 


		(b)	the
                                            right of an Angel Investor in the Shares and under this Agreement is limited to the right
                                            to require due administration and fair dealing by the Company of the Angel Investor’s
                                            own beneficial interest in the Vettons City’s shares attributable to the Angel Investor,
                                            in accordance with this Agreement; and



 




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		(c)	without
                                            limiting the generality of the foregoing, each Angel Investor acknowledges and agrees that
                                            unless the Board’s consent is first obtained:



 


		(i)	it
                                            will not commence or pursue any action against the Company and/or the Company’s corporate
                                            representative seeking an order for specific performance or for injunctive relief in respect
                                            of the Shares and/or Vettons City’s shares, and hereby waives any rights it may otherwise
                                            have to such relief;



 


		(ii)	if
                                            the Company or the Company’s corporate representative breaches its duties or obligations
                                            owed to an Angel Investor under this Agreement, that the Angel Investors’ recourse
                                            against the Company is limited to a right to recover damages or compensation from the Company
                                            in a court of competent jurisdiction; and



 


		(iii)	monetary
                                            damages or compensation is an adequate remedy for such breach or threatened breach.



 


		(d)	an
                                            Angel Investor shall not, unless expressly allowed in this Agreement and subject always to
                                            the Board’s reasonable discretion:



 


		(i)	interfere
                                            or seek to interfere with the rights, powers, authority or discretion of the Board, Company
                                            or the Company’s corporate representative or restrict the exercise of any discretion
                                            expressly conferred on the Board, Company or the Company’s corporate representative
                                            under this Agreement;



 


		(ii)	exercise
                                            any rights in the Company to deal with Vettons City’s shares held by the Company on
                                            behalf of the Angel Investor, or to lodge any notice or obtain any injunction affecting the
                                            Company’s shares in Vettons City;



 


		(iii)	require
                                            the legal title of Vettons City’s shares held by the Company on behalf of the Angel
                                            Investor be transferred to the Angel Investor; or



 


		(iv)	give
                                            any directions to the Company to do or omit to do anything which may result in the Company
                                            and/or Vettons ceasing to comply with any applicable laws or which may result in the Company
                                            being required to do anything which is inconsistent with their duties at law or under Vettons’
                                            shareholders’ agreement and constitution and/or the Company’s Shareholders’
                                            Agreement or constitution.



 


	5	Share
                                            Issuance & Pre-emption rights



 


	5.1	The
                                            Company shall not issue any new shares, unless approved by the Board. Subject to the discretion
                                            and approval of the Board, the Company shall by default issue new ordinary shares pursuant
                                            to a subscription offer or an issuance of new ordinary shares by Vettons City at such ratio
                                            where every 1 new share offered by Vettons City to the Company shall entitle the Company
                                            to issue 1 corresponding new Share in accordance with this clause. For the avoidance of doubt,
                                            the Company shall not subscribe to or hold any shares apart from ordinary shares of Vettons
                                            City, unless otherwise determined by the Board.



 


	
	
	5.2	Pursuant
                                            to any offer or issuance of new ordinary shares by Vettons City to the Company, or where
                                            the Company otherwise issues new shares as determined by the Board (“New Shares”),
                                            such New Shares must first be offered by the Board to the Angel Investors at the same price
                                            per share offered by Vettons City and in proportion to their respective shareholdings in
                                            the Company amongst each other at that time (“Initial Subscription Offer”).



 




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		5.3	In
                                            the event the Angel Investors do not accept such offer or only accepts a portion of the New
                                            Shares within 14 days from the date of the Initial Subscription Offer, the remaining unaccepted
                                            New Shares may be offered by the Board in writing to Vettons City’s Shareholders, in
                                            proportion to their respective shareholding in Vettons City to the exclusion of the Company
                                            (“Second Subscription Offer”), on terms which are no more favourable than
                                            that set out in the Initial Subscription Offer, provided that upon completion of the issuance,
                                            the accepting Vettons City’s Shareholder executes a deed of ratification and accession
                                            to be bound by this Agreement in the form set out in Schedule 3.



 


		5.4	If
                                            there are remaining New Shares which are unaccepted by the Vettons City’s Shareholders,
                                            the remaining Sale Shares may be offered by the Board to a bona fide third party (“Approved
                                            3rd party Subscriber”). Any offer of New Shares to such third party
                                            must be approved by the Board.



 


		5.5	In
                                            the event any unaccepted New Shares are offered to an Approved 3rd party Subscriber, the
                                            Company may, issue the unaccepted New Shares to such Approved 3rd party Subscriber at a price
                                            and terms which are no more favourable than that offered to the Angel Investors and Vettons
                                            City’s Shareholders, provided that upon completion of the issuance, such third party
                                            executes a deed of ratification and accession to be bound by this Agreement in the form set
                                            out in Schedule 3.



 


		5.6	Where
                                            the Company is entitled to any pre-emption rights or has a right to participate in any future
                                            equity fund-raising rounds by Vettons City’s which involve shares other than ordinary
                                            shares, the Company shall without undue delay, notify the Angel Investors of their indirect
                                            entitlement to participate in proportion to their respective shareholding in the Company
                                            at that time, which shall be deemed waived if not accepted by the Angel Investors within
                                            14 days of such notification. Any participation by the Angel Investors in the subsequent
                                            fund-raising rounds by Vettons City’s shall be done in a manner and through any other
                                            investment vehicle prescribed by the board of Vettons City’s and/or the Board in their
                                            absolute discretion.



 


		6	Share
                                            Transfers & Pre-emption Rights



 


		6.1	No
                                            Angel Investor may sell, transfer or dispose of their beneficial interest in the Vettons
                                            City’s shares alone without the sale, transfer or disposal of the corresponding Shares
                                            in the Company. No Angel Investor (“Selling Shareholder”) may sell, transfer
                                            or dispose of any legal or beneficial interest in the Shares for the time being owed by it
                                            (“Sale Shares”), or their beneficial interest in the Vettons City’s
                                            shares unless the Selling Shareholder shall have first notified and extended an offer of
                                            sale through the Board, who shall notify the other Angel Investors of such offer within 14
                                            days (“Pre-emption Offer”) to acquire such Sale Shares (together with
                                            the corresponding beneficial interest in the Vettons City’s shares), in accordance
                                            with their Applicable Percentage (as defined in Clause 6.4 below) (“Initial Pre-emption
                                            Offer”).



 


		6.2	In
                                            the event the offer for any of the Sale Shares are unaccepted by the other Angel Investors
                                            within 14 days from the Board’s notification of the Initial Pre-emption Offer, the
                                            remaining Sale Shares shall be offered in writing to the other Vettons City’s Shareholders,
                                            in proportion to their respective shareholding at that time (“Second Pre-emption
                                            Offer”), in terms which are no more favourable than that set out in the Initial
                                            Pre-emption Offer. The Vettons City’s Shareholder who accepts the Second Pre-emption
                                            Offer become a shareholder of the Company and shall upon completion of such purchase, execute
                                            a deed of ratification and accession to be bound by this Agreement in the form set out in
                                            Schedule 3



 


		6.3	If
                                            there are remaining Sale Shares which are unaccepted by the Vettons City’s Shareholders,
                                            the remaining Sale Shares may be offered and sold to a bona fide third party in accordance
                                            with Clause 6.6.



 


		6.4	For
                                            the purpose of this Clause, “Applicable Percentage” shall mean the percentage
                                            determined by dividing (i) the number of the Shares held by an Angel Investor as at the date
                                            of the Pre-emption Offer by (ii) the aggregate number of Shares then held by all the other
                                            Angel Investors other than the Selling Shareholder.



 




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		6.5	An
                                            Initial Pre-emption Offer and Second Pre-emption Offer in respect of the Sale Shares shall
                                            contain at least the following terms:



 


		(a)	the
                                            number of Sale Shares to which each shareholder is entitled to purchase, calculated based
                                            on their Applicable Percentage (as defined in Clause 6.4);
		(b)	the
                                            corresponding number of Vettons City’s shares to which the Sales Shares relates to;
		(c)	the
                                            offer price for each of the Sale Shares; and
		(d)	other
                                            principal terms and conditions subject to which the Sale Shares shall be sold.



 


		6.6	If
                                            any of the Sale Shares are not accepted or purchased by the Angel Investors or Vettons City’s
                                            Shareholders, then within the time period specified:



 


		(a)	the
                                            Selling Shareholder may seek the Board’s approval in respect of the bona fide third
                                            party to whom the Selling Shareholder intends to offer the unaccepted Sale Shares. If the
                                            Board agrees to the identity of the bona fide third party (“Approved 3rd
                                            party Transferee”), the Selling Shareholder may offer the unaccepted Sale Shares
                                            to such Approved 3rd party Transferee in writing, and at such price and terms
                                            which are no more favourable than that set out in the Initial Pre-emption Offer and Second
                                            Pre-emption Offer; and



 


		(b)	if
                                            the Approved 3rd party Transferee accepts such offer within 30 days of the date
                                            of the offer to him and the sale is approved by the Board, the Selling Shareholder may, after
                                            30 days of the date of the offer to him, transfer the unaccepted Sale Shares to the Approved
                                            3rd party Transferee (along with the corresponding beneficial interest in Vetton’s
                                            shares), provided that the Approved 3rd party Transferee executes a deed of ratification
                                            and accession to be bound by this Agreement as though it was an original shareholder (in
                                            the form set out in Schedule 3).



 


		6.7	If
                                            any Sale Shares remain unsold by the Selling Shareholder pursuant to this Clause, the transfer
                                            restrictions provided in this Clause shall become effective again and no disposal may subsequently
                                            be made by the Selling Shareholder without again complying with the pre-emption procedures
                                            set out in this Agreement.



 


		6.8	If
                                            an Angel Investor (in case of an individual) dies, becomes subject to a legal disability,
                                            becomes bankrupt or is liquidated, the legal personal representative or the person entitled
                                            to the Shares as a result of such bankruptcy or liquidation, will be, subject to all applicable
                                            laws, recognized as having a claim to the Shares (along with the corresponding beneficial
                                            interest in Vetton’s shares) registered in that Angel Investor’s name.



 


		7	Shareholders’
                                            Meetings



 


		7.1	No
                                            meeting of the shareholders (i.e the Angel Investors) may transact any business unless a
                                            quorum is met at the start of and throughout such meeting. The quorum of any shareholders’
                                            meeting shall be no less than (i) 5 Angel Investors AND (ii) the chairman of the Board (who
                                            shall be present but abstain from voting) being present in person or by proxy.



 


		7.2	Unless
                                            otherwise agreed by all the Angel Investors, written notice of all shareholders’ meetings
                                            shall be given to every Angel Investors not less than 14 days prior to the meeting. Where
                                            special notice is required of a resolution, written notice of the intention to move the resolution
                                            shall be given to the Company at least 28 days before the meeting at which it is to be moved.
                                            If the proposed resolution to which the special notice relates is one that can be properly
                                            moved at a shareholders’ meeting in accordance with the law, the Company shall, where
                                            practicable, give the Angel Investors notice of the resolution in the same manner and at
                                            the same time as it gives the Angel Investors notice of the meeting.



 




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		7.3	Shareholders’
                                            meetings can be convened at more than one venue at the same time using technology such as
                                            video conferencing facilities provided that Angel Investors are able to participate and exercise
                                            their right to speak and vote, and the main venue of the meeting and the chairperson shall
                                            be in Malaysia.



 


		7.4	The
                                            chairman of the Board shall preside as the chairperson at Shareholders’ meetings. If
                                            the quorum is not met or if chairman of the Board is not present within 15 minutes after
                                            the time appointed for the holding of the meeting, the meeting shall be re-convened at the
                                            same time, day and place in the following week unless otherwise determined by the Board.



 


		7.5	During
                                            the meeting and in the absence of a poll being called, each Angel Investor or its proxy present
                                            is entitled to 1 vote by a show of hands. Where a poll is called by any Angel Investors,
                                            the entitlement of votes for each Angel Investor shall be determined by the voting rights
                                            conferred to the Shares.



 


		8	Directors
                                            and Board Meetings 



 


		8.1	The
                                            Board shall consist of 4 initial directors, who are Chew Wen Xin, Tengku Ismat Jasman bin
                                            Tengku Ismail, Oh Beng Shern and Dato’ Sri Ng Sing Huat.



 


		8.2	The
                                            Board shall, by a written resolution, be able to appoint or remove directors to ensure that
                                            the Board is composed of the same number of directors and the same individuals as the board
                                            of Vettons City from time to time, with the exception of director(s) who is appointed by
                                            Vettons’ investors at Vettons’ subsequent fundraising rounds.



 


		8.3	A
                                            director may appoint or remove any person to act as his alternate who shall be entitled to
                                            receive notices of meetings and exercise all powers and functions including voting, on the
                                            director’s behalf, in his absence.



 


		8.4	No
                                            physical meeting of the Board may transact any business unless a quorum is present at the
                                            start of and throughout such meeting. The quorum of the Board shall be 2 directors present
                                            in person, or each of their respective nominees.



 


		8.5	The
                                            chairperson of the Board meeting shall be any director determined by the Board, and if he
                                            is not present within 15 minutes after the time appointed for the commencement of the meeting,
                                            the directors present may choose one of their numbers to be chairperson of the meeting. The
                                            chairperson shall have 1 casting vote in the event of a deadlock in votes.



 


		8.6	A
                                            director, or if requested by a director to do so, the company secretary, may convene a meeting
                                            of the Board by giving notice in accordance with this clause. A notice of a meeting of the
                                            Board shall be sent to every director, and the notice shall include the date, time and place
                                            of the meeting and the matters to be discussed. An irregularity in the notice of a meeting
                                            is waived if all directors entitled to receive notice of the meeting attend the meeting without
                                            objection to the irregularity. A meeting of the Board may be held either:



 


		(a)	by
                                            a number of the directors who constitute a quorum, being assembled together at the place,
                                            date and time appointed for the meeting; or



 


		(b)	by
                                            means of audio, or audio and visual, communication by which all directors participating and
                                            constituting a quorum can simultaneously hear each other throughout the meeting.



 




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		8.7	The
                                            directors shall be entitled to request from the Company to provide such other information
                                            relating to the financial condition, business or corporate affairs of the Company.



 


		8.8	Every
                                            director will have 1 vote at a Board meeting. A resolution of the Board is passed if it is
                                            agreed to by a simple majority of the votes cast on it are in favour of it. A director present
                                            at a meeting of the Board is deemed to have agreed to, and to have voted in favour of, a
                                            resolution of the Board unless he expressly dissents from or objects against the resolution
                                            at the meeting.



 


		8.9	The
                                            Board shall ensure that the minutes of all proceedings at meetings of the Board are kept.
                                            Where a resolution is passed at an adjourned meeting of the Board, the resolution shall,
                                            for all purposes, be treated as having been passed on the date on which it was in fact passed
                                            and shall not to be deemed to have been passed on any earlier date.



 


		8.10	A
                                            resolution in writing, signed or assented to by a simple majority of or all of the directors
                                            then entitled to receive notice of meeting of the Board, is as valid and effective as if
                                            it had been passed at a meeting of the Board duly convened. Any such resolution may consist
                                            of several documents, including facsimile or other similar means of communication, in similar
                                            form and each document shall be signed or assented to by one or more directors. A copy of
                                            any such resolution shall be entered in the minute book of Board proceedings.



 


		8.11	A
                                            maximum of 3 Angel Investors may be present as observers upon the invitation or consent of
                                            the directors for Board meetings and may be granted a right to speak by the chairperson but
                                            shall not have any voting rights.



 


		9	Corporate
                                            Representative



 


		9.1	The
                                            Angel Investors agree for the Board to appoint or remove any of the Company’s directors
                                            to act as the corporate representative of the Company, who shall represent the Company to
                                            attend, speak and vote at any Vettons City’s shareholders’ meeting, as well as
                                            sign the members’ circular resolutions of Vettons City on behalf of the Company.



 


		9.2	In
                                            exercising its authority as the corporate representative of the Company in Vettons City,
                                            the corporate representative shall act in accordance to the instructions from the Board.
                                            Where the matter pertains to the interests of the Angel Investors, the Board shall collate
                                            the decisions of the Angel Investors (as set out in Clause 10.1(b) below) and instruct the
                                            corporate representative accordingly.



 


		9.3	In
                                            the absence of fraud, gross negligence, wilful default, breach of this Agreement by the corporate
                                            representative, the corporate representative shall not incur any liability by reason of any
                                            error of law or any matter or thing done or suffered or omitted to be done by the corporate
                                            representative in good faith, or in executing the Board’s decisions under this Agreement.



 


		10	Matters
                                            pertaining to the Angel Investors



 


		10.1	The
                                            Company (to be effected through the actions and directions of the Board and/or company secretary,
                                            whichever is appropriate) shall have the following roles and responsibilities in the following
                                            matters pertaining to the Angel Investors:



 


		(a)	Information,
                                            statement, records



 


		(i)	At
                                            the request of the Angel Investor in writing, the Board shall deliver to the Angel Investor
                                            any information, statement, records of Vettons City which a Vettons City’s shareholder
                                            is entitled to as provided under Vettons City’s shareholders’ agreement or constitution.
		(ii)	If
                                            the Angel Investor makes any enquiry in writing regarding Vettons City, the Board shall forward
                                            such enquiry to Vettons City within 14 days upon receipt of the written enquiry. Upon receipt
                                            of a written reply from Vettons City, the Board shall forward such written reply to the Investor
                                            within 14 days.



 




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		(b)	Voting
                                            at Vettons City’s shareholders’ meeting



 


		(i)	Upon
                                            the Company’s receipt of any notice from Vettons City regarding the convening of a
                                            Vettons City’s shareholders’ meeting, the Board shall deliver the notice (electronically
                                            or otherwise) to all Angel Investors within 7 days of receipt.
		(ii)	Upon
                                            receiving the notice of the Vettons City’s meeting, the Angel Investors shall decide
                                            whether to “approve”, “disapprove”, or to “abstain” for
                                            each resolution in writing to the Board, delivered by email, by hand or by post to the Company’s
                                            registered office at that time, at least 10 days before the Vettons City’s shareholders’
                                            meeting. The Angel Investor who fails to reply to the Board shall be deemed to have abstained
                                            from voting.
		(iii)	The
                                            Board shall then collate the decisions of the Angel Investors, instruct the corporate representative(s)
                                            to attend Vettons City’s shareholders’ meeting and to vote on each of the resolutions
                                            according to the Angel Investors’ respective votes. The Board may appoint up to 3 proxies
                                            or corporate representatives to represent the 3 separate groups of Angel Investors to vote
                                            “approve”, “disapprove” or “abstain”. The 3 proxies or
                                            corporate representatives shall specify the proportion of the Company’s shareholding
                                            or the number of votes in Vettons City represented by each of them.
		(iv)	At
                                            the written notification of the Angel Investor to the Board, a maximum of 3 Angel Investors
                                            may attend to observe (with the right to vote effected only through the corporate representatives)
                                            and to speak (if allowed by the chairperson) at the Vettons City’s shareholders’
                                            meeting.



 


		(c)	Convening
                                            Vettons City’s shareholders’ meeting 



 


		(i)	The
                                            Angel Investors who collectively represent no less than 10% of the voting rights in the same
                                            class of shares of Vettons City shall be entitled to a right of requisition of shareholders’
                                            meeting of that class of shares in Vettons City. The Angel Investors may write to the Board
                                            and the Board shall instruct the corporate representative to represent the Angel Investors
                                            to call for a meeting in accordance with the Companies Act 2016.



 


		(d)	Angel
                                            Investors’ rights



 


		(i)	The
                                            Board, corporate representative and the Company shall do all things reasonably necessary
                                            and in good faith, to facilitate the Angel Investors’ rights and protections under
                                            this Agreement, and the Angel Investors’ indirect interests in Vettons City available
                                            under the constitution of Vettons City.



 


		(e)	Distribution
                                            of Dividends received from Vettons City 



 


		(i)	Any
                                            dividends declared and distributed by Vettons City to the Company as Vettons City’s
                                            shareholder, shall be subsequently distributed to the Angel Investors by the Board (to the
                                            extent allowed by law), in proportion to their respective shareholding at that time, after
                                            any deductions to meet the administrative overheads and expenses for statutory compliance
                                            of the Company. Such dividends shall be transferred to the Angel Investors’ respective
                                            nominated bank accounts within 30 days of receipt by the Company of the dividends or receipt
                                            of the Angel Investors’ bank account details, whichever later. No payments owing to
                                            the Angel Investors shall bear any interest.



 


		(f)	Decision
                                            of Investors in special circumstances



 


		(i)	In
                                            the event the Board, in its reasonable discretion, is of the opinion that the Angel Investors’
                                            decision is required for them to proceed with the dealing of the Shares, the dealing of the
                                            Company’s shares in Vettons City, or the dealing of any matter under this Agreement
                                            (“Special Circumstances”), the Board shall deliver to the Angel Investors
                                            a notice of the Special Circumstances in writing as soon as practicable and require the Angel
                                            Investors to make a decision.



 




    	10



     


    

 


		(ii)	The
                                            notice shall set out (1) a reasonable prescribed period for the decision making of the Angel
                                            Investors; (2) the details of the event which would be reasonably sufficient for the Angel
                                            Investors to make an informed decision; (3) the manner in which the Angel Investors shall
                                            deliver his/ her decision (by way of circular resolution or convening of a physical meeting
                                            pursuant to the procedures herein), whichever the Board thinks is expedient; (4) in the event
                                            whereby the matter requires the execution of a circular resolution, the deadline to which
                                            Angel Investors may requisite for a meeting.
		(iii)	The
                                            Investors shall not alter their decision which has been delivered to the Board. The Board
                                            shall be bound to act according to the decision of the Angel Investors and facilitate the
                                            performance of the decision made by the Angel Investors.



 


“Special
Circumstances” may include the offer of shares of Vettons City to its shareholders under any pre-emption rights, the exercise of
tag along rights and/or other rights given in the shareholders’ agreement of Vettons City. The Board shall collate the decisions
of the Angel Investors and deal with the shares based on the votes of the Angel Investors. The Board may appoint up to 3 proxies or corporate
representatives to represent the 3 separate groups of Angel Investors to vote ‘approve’, ‘disapprove’ or ‘abstain’.
The 3 proxies shall specify the proportion of the Company’s shareholding in Vettons City to be represented by each of them.


 


		11	Exercise
                                            of Tag Along Rights and Drag Along Rights in Vettons City 



 


		11.1	In
                                            addition to the provisions in Clause 10, when the Company has received an offer potentially
                                            triggering a Tag Along Right or received notice of a Tag Along Right that is already exercisable
                                            pursuant to Vettons City’s shareholders’ agreement, the Board shall upon informing
                                            the Angel Investors of such circumstances:



 


		(a)	collate
                                            the votes of the Angel Investors whether to “exercise” or “not to exercise”
                                            their Tag Along Right in respect of their respective indirect interests in Vettons City (where
                                            the Angels Investors who have not responded or abstained from voting shall be deemed to have
                                            voted “not to exercise”);
		(b)	inform
                                            Vettons City of the decisions of the Angel Investors; and
		(c)	procure
                                            the transfer of the Vettons City’s shares held by the Company corresponding to the
                                            Angel Investors who have voted in favour of the Tag Along Right to the third party buyer
                                            based on the terms agreed under the Tag Along Right. Where the shareholders’ agreement
                                            of Vettons City requires the persons who have elected to exercise Tag Along Rights to sell
                                            “all and not some” of its shares, the same shall apply in respect of the Shares.



 


		11.2	The
                                            Company shall hold and distribute any proceeds received from the Tag Along Right as soon
                                            as practicable, to the respective Angel Investors who have exercised the Tag Along Right.



 


		11.3	If
                                            the Company receives a Drag-Along Notice compelling the Company to sell its shares in Vettons
                                            City pursuant to Vettons City’s shareholders’ agreement, the Angel Investors
                                            and the Board shall take all action required to be taken to effect the sale of the Company’s
                                            shares in Vettons City as required under the Drag-Along Notice, and to bear the costs apportioned
                                            on a pro-rated basis associated with the sale. The Company shall hold and distribute any
                                            proceeds received from the Drag Along Right as soon as practicable to the respective Angel
                                            Investors.



 


		11.4	The
                                            defined terms under this Clause 11 shall carry the same meaning as defined in Vettons City’s
                                            shareholders’ agreement.



 




    	11



     


    

 


		12	Reserved
                                            Matters



 


		12.1	None
                                            of the actions in the reserved matters set out below shall be taken by the Angel Investors
                                            (whether individually or collectively), or the Company, without the prior approval of the
                                            Board:



 


		(a)	pledging
                                            or encumbering the Shares or indirect interests in Vettons City to a third party;



 


		(b)	issuing
                                            new shares of the Company;



 


		(c)	voluntary
                                            dissolution, liquidation or winding-up of the Company and/or its subsidiaries;



 


		(d)	commencing
                                            any legal action or proceedings against the Company or on behalf of the Company;



 


		(e)	commencing
                                            any legal action or proceedings against Vettons City or in respect of any grievance relating
                                            to Vettons City;



 


		(f)	removing,
                                            replacing or appointing of a corporate representative of the Company;



 


		(g)	amending
                                            the constitution of the Company; and



 


		(h)	amalgamation,
                                            consolidation, reconstruction or re-organisation of the Company and/or its subsidiaries or
                                            any merger of the Company and/or its subsidiaries with any corporation, firm or other body.



 


		12.2	To
                                            the extent that it is not expressly disallowed under the Companies Act 2016, the Board shall
                                            in good faith, have the full capacity and power to take actions in relation to the following
                                            matters, without the prior approval of the Angel Investors:



 


		(a)	issuing
                                            new shares of the Company as a result of any adjustments, share splits, re-organisation of
                                            capital structure in Vettons City to the extent necessary to properly reflect the proportionate
                                            beneficial interests of the Angel Investors in Vettons City;



 


		(b)	refusing
                                            or delaying the registration of transfer of Shares of the Company;



 


		(c)	appointing
                                            new director in the Company;



 


		(d)	removing
                                            an existing director of the Company; and



 


		(e)	approving
                                            the fees of the directors and any benefits payable to the directors;



 


		13	Events
                                            of Default Warranting Compulsory Termination 



 


		13.1	An
                                            event of default warranting compulsory termination of an Angel Investor as a shareholder
                                            of the Company shall be determined by the Board in good faith and shall include, without
                                            limitation, any of the events listed below (“Event of Default”) in respect
                                            of such shareholder (“Defaulting Shareholder”):



 


		(a)	where
                                            a shareholder materially breaches this Agreement and fails to remedy the breach within 30
                                            days upon receipt of a notice in writing from the Board stating the breach; or



 


		(b)	where
                                            the shareholder starts, is involved with, owns or has direct and conflicting interests in
                                            a competing business of similar nature to the Vettons City or is found to have infringed
                                            the Intellectual Property or confidential information belonging to Vettons City;



 




    	12



     


    

 


		13.2	Where
                                            an Event of Default has been determined by the Board to have occurred in respect of the Defaulting
                                            Shareholder, the Defaulting Shareholder will be deemed to have served to the Board a valid
                                            offer for sale relating to all of its Shares at the prescribed sale price determined below.
                                            The offer for sale shall be extended by the Board as soon as practicable to the other Angel
                                            Investors on a pro-rated basis (excluding the Defaulting Shareholder) according to the procedure
                                            set out in Clause 6. The sale price of the Defaulting Shareholders’ Shares will be
                                            the subscription price of the Shares paid by the Angel Investor or the Fair Value (defined
                                            in Clause 14), whichever is lower, where the Event of Default falls under Clause 13.1



 


		14	Valuation
                                            of Shares



 


		14.1	“Fair
                                            Value” of the Company’s Shares shall be computed based on a similar class of
                                            shares in Vettons City, according to valuation principles approved by the Malaysian accounting
                                            standards board, as determined by a third party accountant appointed by the Board having
                                            regard to the nature of Vettons City’s business, as at the date of the Board’s
                                            appointment of the accountant to determine such valuation.



 


		14.2	The
                                            valuation shall be based on financial figures from Vettons City’s latest audited accounts
                                            or special audited accounts commissioned by the Board, or where available, the average value
                                            based on the most recent 2 years audited accounts of Vettons City shall be used by the accountants
                                            in the computation of the above.



 


		15	Ownership
                                            of Intellectual Property



 


		15.1	Any
                                            intellectual property including all inventions, works, software, codes, content and other
                                            intellectual property and derivations of which developed by any Angel Investor (whether in
                                            the capacity of employee or shareholder) or commissioned by Vettons City in the course of
                                            the Company’s or Vettons City’s business (“Intellectual Property”)
                                            shall vest solely in Vettons City.



 


		15.2	It
                                            is further agreed that for such time as Vettons City remains the owner of the Intellectual
                                            Property, none of the Angel Investors shall operate or use the Intellectual Property for
                                            any purpose whatsoever unless a valid license to do so is granted by Vettons City.



 


		16	Termination
                                            & Winding Up



 


		16.1	This
                                            Agreement shall terminate:



 


		(a)	when
                                            an order is made by a court or other competent body or person instituting a process that
                                            shall lead to the Company or Vettons City being wound up and its assets being distributed
                                            among the Company’s or Vettons City’s creditors, shareholders or other contributors;



 


		(b)	upon
                                            the appointment of a receiver, administrator or administrative receiver over the whole or
                                            any part of the assets of the Company, or the making of any arrangement with the creditors
                                            of the Company for the affairs, business and property of the Company to be managed by a supervisor;



 


		(c)	the
                                            sale or transfer of all (but not some) of the Company’s shares in Vettons City to a
                                            third party, or the listing of Vettons City on any recognized and reputable stock exchange,
                                            and upon the completion of the distribution of (i) all sales proceeds from the sale of Vettons
                                            City’s shares held by the Company or (ii) the actual Vettons City’s shares, to
                                            the Angel Investors attributable to their beneficial interest in Vettons City’s; or



 


		(d)	the
                                            winding up of Vettons City or termination of Vettons City’s shareholders’ agreement,
                                            and upon the completion of the distribution of (i) all sales proceeds from the sale of Vettons
                                            City’s shares held by the Company or (ii) the actual Vettons City’s shares, to
                                            the Angel Investors attributable to their beneficial interest in Vettons City.



 




    	13



     


    

 


		16.2	On
                                            termination of this Agreement, the following clauses shall continue in force: Clause 17 (Fidelity
                                            & Non-Solicitation), Clause 19 (Confidentiality), Clause 20 (Notices), Clause 22 (Governing
                                            Law), Clause 24 (Costs) and Clause 25 (Severance).



 


		16.3	Termination
                                            of this Agreement shall not affect any rights, remedies, obligations or liabilities of the
                                            Parties that have accrued up to the date of termination, including the right to claim damages
                                            in respect of any breach of the Agreement which existed on or before the date of termination.



 


		16.4	Where
                                            the Company is to be wound up and its assets distributed upon termination of this Agreement
                                            or otherwise, the parties shall ensure that, before dissolution:



 


		(a)	all
                                            (but not some) of the Company’s shares in Vettons City will be transferred to the Vettons
                                            City’s Shareholders, in proportion to their respective shareholding and respective
                                            beneficial interest in Vettons City at that time;



 


		(b)	all
                                            existing contracts, obligations, debts of the Company are performed and met to the extent
                                            that there are sufficient resources; and



 


		(c)	the
                                            Company shall not enter into any new contractual obligations.



 


		16.5	Each
                                            of the Parties undertake not to be interested, engaged in, employed by, whether directly
                                            or indirectly, any competing or similar business with the Company or Vettons City for as
                                            long as they are a shareholder, and shall be strictly liable to account to the Company or
                                            Vettons City for any profits gained as a result of any use of customer database, contacts,
                                            or Intellectual Property belonging to the Company or Vettons City during such period.



 


		17	Fidelity
                                            & Non-Solicitation



 


For
the duration of this Agreement and for 24 months after ceasing to be a shareholder, the Angel Investor
shall not solicit any customer, client, supplier, vendor or agent whether existing or previous, of Vettons
City or solicit any employee, director or contractor of Vettons City to terminate such person’s role, employment or contract with
Vettons City.


 


		18	Constitution



 


In
the event of any conflict between the provisions of the constitution of the Company and this Agreement, the terms of this Agreement shall
prevail and the necessary amendments shall be made to the constitution of the Company to adopt the provisions of this Agreement for consistency.


 


		19	Confidentiality



 


		19.1	The
                                            Shareholders shall not divulge the details of this Agreement, use or exploit any of the trade
                                            secrets or confidential information of the other Angel Investors, Vettons City or the Company.



 


		19.2	The
                                            obligations of this Clause shall not apply to any information:



 


		(a)	which
                                            the recipient can reasonably demonstrate is in the public domain through no fault of its
                                            own;



 


		(b)	which
                                            is required to be disclosed by law, pursuant to a court order or by any government or other
                                            regulatory body;



 


		(c)	which
                                            is disclosed to or by any adviser to any of the Parties; or



 


		(d)	which
                                            is disclosed by any Party to a potential purchaser of all of its shares which is not a competitor
                                            of the Company or Vettons City and which has entered into obligations of confidentiality
                                            similar to those contained in this Clause.



 




    	14



     


    

 


		19.3	The
                                            obligations of confidentiality shall continue after the expiration or sooner termination
                                            of this Agreement without limit in point of time.



 


		20	Notices



 


Any
notices or other communication required by this Agreement to be given to any party shall, unless otherwise informed to the Company, be
delivered to the respective addresses of such parties stated in this Agreement by email, normal post or registered post and deemed received
when sent out.


 


		21	Amendments
                                            and prior agreement



 


This
Agreement constitutes the sole agreement between the parties. All prior agreements,


correspondence,
communication and expressions of intent whether oral or written are superseded by this Agreement. No amendment of this Agreement shall
be effective unless in writing and signed by the parties.


 


		22	Governing law






 


This
Agreement shall be governed by the laws of Malaysia and parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.


 





		23	Agreement to bind successors



 


This
Agreement shall be binding on the respective heirs, personal representatives, successors in title, permitted assigns, and permitted nominee
as the case may be of the Parties.


 


		24	Costs






 


Each
Angel Investor shall bear and pay its own costs in respect of the review and negotiation of this Agreement, provided that the legal costs
incurred in drafting of this Agreement shall be borne by the Company. Stamp duty payable on this Agreement shall be borne by the Company.


 


		25	Severance



 


If
any provision of this Agreement or part thereof is rendered void, illegal or unenforceable in any respect under the law, the validity,
legality and enforceability of the remaining provisions or part of the provision (as the case may be) shall not in any way be affected
or impaired.


 





		26	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 may be signed and executed by the parties and
transmitted by facsimile transmission and shall be as valid and effectual as if executed as an original.


 


[The
rest of this page has been intentionally left blank]


 




    	15



     


    

 


Signing
page extract from shareholders agreement


 


IN
WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.


 


	SIGNED
    by	 	 
	 	 	 
	CHEW
    WEN XIN	 	 
	Director	 	 
	for
    and on behalf of	)	/s/
    CHEW WEN XIN
	VETTONS
    CITY ANGELS SDN BHD	)	 
	(Company
    No.: 201901039327)	)	 
	in
    the presence of:-	)	 


 


	SIGNED
    by	 	 
	 	 	 
	FONG
    TECK KHEONG	 	 
	Director	 	 
	for
    and on behalf of	)	/s/
    FONG TECK KHEONG
	PHOENIX
    PLUS CORP	)	 
	(CIK:
    0001785493 )	)	 
	in
    the presence of:-	)	 


 




    	16



     


    

 


SCHEDULE
1 


 


Share
Subscription of the Angel Investors


 


	No.	 	Details
    of Angel Investor (Name, NRIC, Address)	 	 	Number
                                            of

                                                                                                    Ordinary

                                                                                Shares
	 	 	Subscription
                                            Amount

                                                                                (RM)
	 
	1	 	 	Angel
                                            Seed Ventures PLT
 
 


202004001942
(LLP0024719-LGN)


59B,
Jalan Tandok,


Off
Jalan Riong,


59100
Kuala Lumpur.


	 	 	 	4,717	 	 	 	55,000	 
	2	 	 	Bu
                                            Lee Chen 
 810617-
                                            05- 5158
 119
                                            Persiaran 155A
 Bukit
                                            Oug Townhouse
 58200
                                            Kuala Lumpur
  
	 	 	 	4,717	 	 	 	55,000	 
	3	 	 	Chew
                                            Kim Pong 
 600916-06-5197
 No
                                            14, Jalan Saga Indah 5/2,
 Taman
                                            Saga Indah,
 28400
                                            Mentakab Pahang.
  
	 	 	 	4,717	 	 	 	55,000	 
	4	 	 	Kek
                                            Pey Kuan 
 831213-05-5054
 45,
                                            Jalan Seri Sentosa 4, Taman Seri Sentosa,
 BT
                                            6 , Jalan Kelang Lama,
 58000
                                            Kuala Lumpur.
  
	 	 	 	4,717	 	 	 	55,000	 
	5	 	 	Lee
                                            Chen Pin 
 650311-04-5391
 No
                                            53, Jalan Anggerik Vanilla,
 31/98Q
                                            Canal Garden,
 Kota
                                            Kemuning Seksyen 31,
 40460
                                            Shah Alam, Selangor
	 	 	 	4,717	 	 	 	55,000	 
	6	 	 	Lee
                                            Mee Ling 
 740116-06-5310
 C-03-01,
                                            Vista Prima Condo, Bandar Bukit Puchong 
 47100
                                            Puchong Selangor 
	 	 	 	4,717	 	 	 	55,000	 
	7	 	 	Lim
                                            Choon Mun
 750911-14-6047
 379,
                                            Jalan 21/39, Taman Petaling, 
 Keong
                                            Baru, 53100 Kuala Lumpur
  
	 	 	 	4,717	 	 	 	55,000	 
	8	 	 	Lim
                                            Huey Chuen 
 860729-04-5052
 B-26-07,
                                            Le Yuan Residence, No 8 Jalan Selesaria,
 Happy
                                            Garden, 58200 Kuala Lumpur
  
	 	 	 	9,434	 	 	 	110,000	 





 




    	17



     


    

 


	9	 	 	Lim
                                            Kean Aik 
 740613-02-5213
 No
                                            17B, Jalan 2/10 Bandar Baru Selayang
 68100
                                            Batu Caves Selangor.
  
	 	 	 	4,717	 	 	 	55,000	 
	10	 	 	Lim
                                            Sen Huai 
 670119-05-5037
 43-02,
                                            Jalan Molek 2/1, Taman Molek, 
 81100
                                            Johor Bahru, Johor 
  
	 	 	 	4,717	 	 	 	55,000	 
	11	 	 	Manjarena
                                            Sdn Bhd 
 1115673-A
 No
                                            34B, 2nd Floor, Jalan Cungah,
 42000
                                            Port Klang Selangor
  
	 	 	 	9,434	 	 	 	110,000	 
	12	 	 	Mega
                                            Winst Sdn Bhd 
 202001024099(1380419-H)
 No
                                            27A, Jalan SG 3/12, Taman Sri Gombak,
 68100
                                            Batu Caves Selangor.
  
	 	 	 	4,717	 	 	 	55,000	 
	13	 	 	Phoenix
                                            Plus Corp 
 E
                                            0517742018-6
 701
                                            S, Carson Street, Suite 200, Carson City, NV89701 United States of America 
  
	 	 	 	84,906	 	 	 	990,000	 
	14	 	 	Pioneer
                                            Planet Sdn Bhd 
 555850-V
 Suite
                                            D23, 2nd Floor, Plaza Pekeliling,
 No
                                            2 Jalan Tun Razak, 50400 Kuala Lumpur
	 	 	 	4,717	 	 	 	55,000	 
	15	 	 	Lim
                                            Keam Chai 
 640505-10-6093
 No
                                            50A, Jalan Batu Nilam 26, 
 Bandar
                                            Bukit Tinggi 2, 
 41200
                                            Klang Selangor 
	 	 	 	4,717	 	 	 	55,000	 
	16	 	 	Tan
                                            Kian Teong 
 750403-08-5719
 No
                                            2, Jalan Rumbia 46, 
 Taman
                                            Daya, 
 81100
                                            Johor Bahru Johor 
	 	 	 	4,717	 	 	 	55,000	 
	17	 	 	Tan
                                            Chin Chin 
 760625-14-6010
 C13-3
                                            Kristal Heights Condo, Jalan SG 9/8,
 Taman
                                            Sri Gombak,
 68100
                                            Batu Caves, Selangor
	 	 	 	4,717	 	 	 	55,000	 
	18	 	 	Tan
                                            Wan Mei 
 730717-05-5450
 12
                                            LP6/11, Lestari Mansions, 
 Lestari
                                            Perdana, 
 43300
                                            Seri Kembangan Selangor 
  
	 	 	 	4,717	 	 	 	55,000	 



 




    	18



     


    

 


	19	 	 	Tee
                                            Boon Hwa 
 640107-01-5233
 No
                                            12 , Jalan Austin Heights 5/16 ,
 Taman
                                            Austin Heights, 81100 Johor Bahru
  
	 	 	 	4,717	 	 	 	55,000	 
	20	 	 	Teng
                                            Woei Wei 
 880922-23-5286
 260
                                            Jalan Impian Gemilang, 
 Saujana
                                            Impian, 
 43000
                                            Kajang Selangor 
	 	 	 	42,452	 	 	 	495,000	 
	21	 	 	Teow
                                            Teong Kok 
 630526-10-6237
 No
                                            9, Jalan Bentara 25/KS7, 
 Taman
                                            Saga, 
 41200
                                            Klang Selangor 
	 	 	 	4,717	 	 	 	55,000	 
	22	 	 	Chew
                                            Kok Soon 
 791218-10-5627
 No
                                            46, Jalan Sri Sentosa 4, Taman Sri Sentosa Batu 6,
 Jalan
                                            Klang Lama, 58000 Kuala Lumpur
  
	 	 	 	4,717	 	 	 	55,000	 
	23	 	 	VT
                                            First Sdn Bhd 
 1334146-D
 7A,
                                            Jalan Tapah Off Jalan Goh Hock Huat, 
 41400
                                            Klang, Selangor 
  
	 	 	 	9,434	 	 	 	110,000	 
	24	 	 	YLF
                                            Ventures Sdn Bhd 
 201301040361
                                            (1070184-A)
 A-1-3,
                                            M Avenue, No 1, Jalan 1/38A, Segambut Bahagia 51200 Kuala Lumpur
  
	 	 	 	4,717	 	 	 	55,000	 
	25	 	 	Dao
                                            Yan Mei 
 ED6216006
 No
                                            17B , Jalan 2/10 Bandar Baru Selayang,
 68100
                                            Batu Caves Selangor
	 	 	 	4,717	 	 	 	55,000	 



 




    	19



     


    

 


SCHEDULE
2


Targeted
Post-Subscription Capitalization Table of Company


 


	Shareholder	 	No.
                                            of ordinary shares in

                                                                                the
                                            Company
	 	 	Shareholding
                                            in the

                                                                                Company
                                            (%)
	 
	Angel Seed Ventures PLT	 	 	4,717	 	 	 	1.89	%
	Bu Lee Chen	 	 	4,717	 	 	 	1.89	%
	Chew Kim Pong	 	 	4,717	 	 	 	1.89	%
	Chew Kok Soon	 	 	4,717	 	 	 	1.89	%
	Dao Yan Mei	 	 	4,717	 	 	 	1.89	%
	Derek Lim Kean Aik	 	 	4,717	 	 	 	1.89	%
	Kek Pey Kuan	 	 	4,717	 	 	 	1.89	%
	Lee Chen Pin	 	 	4,717	 	 	 	1.89	%
	Lee Mee Ling	 	 	4,717	 	 	 	1.89	%
	Lim Choon Mun	 	 	4,717	 	 	 	1.89	%
	Lim Huey Chuen	 	 	9,434	 	 	 	3.77	%
	Lim Sen Huai (Freddie)	 	 	4,717	 	 	 	1.89	%
	Manjarena Sdn Bhd	 	 	9,434	 	 	 	3.77	%
	Mega Winst sdn Bhd	 	 	4,717	 	 	 	1.89	%
	Phoenix Plus Corp	 	 	84,906	 	 	 	33.96	%
	Pioneer Planet Sdn Bhd	 	 	4,717	 	 	 	1.89	%
	Peter Lim Keam Chai	 	 	4,717	 	 	 	1.89	%
	Peter Tan Kian Teong	 	 	4,717	 	 	 	1.89	%
	Tee Boon Hwa	 	 	4,717	 	 	 	1.89	%
	Tan Chin Chin	 	 	4,717	 	 	 	1.89	%
	Tan Wan Mei	 	 	4,717	 	 	 	1.89	%
	Teng Woei Wei	 	 	42,452	 	 	 	16.98	%
	Teow Teong Kok	 	 	4,717	 	 	 	1.89	%
	VT First Sdn Bhd	 	 	9,434	 	 	 	3.77	%
	YLF Ventures Sdn Bhd	 	 	4,717	 	 	 	1.89	%
	Total	 	 	250,000	 	 	 	100	*



 


*
The total shareholding has been rounded up to 100%


 




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Capitalization
Table of Vettons City Sdn Bhd


 


	Party	 	No.
    of Ordinary Shares	 	 	Shareholding
    (%)	 
	Tengku Ismat Jasman bin Tengku
    Ismail	 	 	225,000	 	 	 	4.50	 
	Chew Wen Xin	 	 	3,050,000	 	 	 	61.00	 
	Dato’ Seri Ng Sing Huat	 	 	225,000	 	 	 	4.50	 
	Oh Beng Shern	 	 	1,250,000	 	 	 	25.00	 
	Vettons City Angels Sdn
    Bhd	 	 	250,000	 	 	 	5.00	 
	Total	 	 	5,000,000	 	 	 	100.00	 



 




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SCHEDULE
3


 


Deed
of Ratification and Accession 


 


THIS
DEED OF RATIFICATION AND ACCESSION is made on [            ] by                                            of
                                                                 (the
“Covenanter”) in favour of the persons whose names are set out below as shareholders of the Company and is supplemental to
the Shareholders Agreement dated [              ] (“Shareholders’
Agreement”).


 


NOW
THIS DEED WITNESSES as follows:-


 


	1.	The
                                            Covenantor hereby confirms that it has been supplied with a copy of the Shareholders’
                                            Agreement and hereby covenants with each of the parties thereto to observe, perform and be
                                            bound by all the terms of the Shareholders’ Agreement as if it were a party thereto
                                            and named therein [in place of insert name of transferor] / [as an original Shareholder].
		 
	2.


	This
     deed shall be governed by and construed in accordance with the laws of Malaysia.






 


IN
WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and is hereby delivered on the date first above written.


 




    	22