Exhibit
10.1


 


STRICTLY
PRIVATE AND CONFIDENTIAL 





 


Date:
7 July 2020


 


To:


 


	 	(1)	The
    Directors of Vettons City Sdn Bhd (Company No.: 201901039292 (1348622-T)); and
	 	(2)	The
    Directors of Vettons City Angels Sdn Bhd (Company No.: 201901039327 (1348657-U))


 





Dear
Sirs,


 


Subscription
of Ordinary Shares in Vettons City Angels Sdn Bhd (Company No.: 201901039327 (1348657-U))


 


We,
Phoenix Plus Corp (Entity no: E0517742018-6) agree and undertake to the subscription and issuance to my name of 84,906
ordinary shares (“Shares”) in the share capital of Vettons City Angels Sdn Bhd, at a subscription price of RM11.66
per Share, for the total subscription amount of RM990,003.96 to be paid IN CASH directly to the bank account of Vettons
City Sdn Bhd bearing details Maybank 5648-9213-6058, within 7 days of this letter, who shall receive the subscription amount
on behalf of Vettons City Angels Sdn Bhd.


 


Vettons
City Sdn Bhd shall be authorised to receive and use the subscription amounts strictly for its business operations, pending the preparation
and signing of:


 


	 	1.	the
    definitive Shareholders’ Agreement of Vettons City Angels Sdn Bhd; and 
	 	 	 
	 	2.	the
    definitive Shareholders’ Agreement of Vettons City Sdn Bhd by Vettons City Angels Sdn Bhd and the other shareholders of Vettons
    City Sdn Bhd, prepared materially based on the attached Term Sheet which I have read and agreed to.


 


Condition
precedent to this term sheet is that the transaction shall only be completed with the following criteria:


 


	 	1.	full
    payment of the subscription amount of RM990,003.96 for 84,906 shares; and
	 	2.	shares
    of Vettons City Angels Sdn Bhd being completely and validly issued and/or transferred.


 


Upon
the completion of the fundraising round, the full payment of the total subscription amount and the signing of the above definitive agreements,
I request and authorise you to enter my name into Vettons City Angels Sdn Bhd’s register of members as holder of the Shares and
to send to my address proof of such ownership in respect of the Shares issued pursuant to this application.


Yours
faithfully,





 


/s/
Fong Teck Kheong


................................................................


Full
Name (NRIC/Passport): Fong Teck Kheong


NRIC
no: 680406-05-5063


Address:
NO.12 LP 6/11 LESTARI MANSIONS, LESTARI PERDANA, 43300 SERI KEMBANGAN, SELANGOR, MALAYSIA


Email:
delonmmr@gmail.com





 




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STRICTLY
PRIVATE AND CONFIDENTIAL 


 








TERM
SHEET – FOR THE EQUITY INVESTMENT IN VETTONS CITY ANGELS SDN BHD & 


SHAREHOLDERS’
AGREEMENT


 


This
term sheet is confidential between the parties hereto and sets forth indicative commercial terms with respect to the proposed investment.
This Memorandum of Terms is for discussion purposes only; there is no obligation on the part of any negotiating party until definitive
agreements are signed by all parties. This term sheet is in respect of the proposed terms for the Series Angel fundraising round in Vettons
City Sdn Bhd. As part of the Angel fundraising round, a new private limited company “Vettons City Angels Sdn Bhd” will be
incorporated as a special purpose vehicle to hold the ordinary shares issued by Vettons City Sdn Bhd on behalf of the Investors who participate
in the Angel round. In the interests of full disclosure, attached is a term sheet in respect of the proposed terms of the Shareholders’
Agreement governing Vettons City Angels Sdn Bhd. 


 


	1.	Issuer:	Vettons
    City Sdn. Bhd. (Company No. 201901039292 (1348622-T)), being a company incorporated in Malaysia with a business address of :
    B03--B--13--1, Level 13, Menara 3A, KL Eco City, No. 3, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

     

    Vettons
    City Angels Sdn Bhd (SPV) (Company No.: 201901039327 (1348657-U)), shall be confined to act as a special purpose vehicle to hold
    and deal with the Series Angels ordinary shares in Vettons City on behalf of the Investors.

     

	2.	Business:	Vettons
    City Sdn Bhd is involved in the development of building projects for own operations which includes but not limited to, rental of
    space in said building(s), and research and development on information communication technology (“ICT”). 

     

    The
    initial shareholders of the Company are Tengku Ismat Jasman bin Tengku Ismail, Dato Seri Ng Sing Huat, Chew Wen Xin, Oh Beng Shern.
    

     

	3.	Investor:	The
    person with the name Phoenix Plus Corp (Entity no: E0517742018-6) and address as stated and signed in the placeholder ‘Investor’
    at the signing page (“Investor”)

     

	4.	Investment:	Total
    of RM990,003.96 in cash (“Investment Amount”) via subscription of 84,906 ordinary shares at RM11.66
    per new share.

     

    The
    target Investment Amount raised by the Company during the Window Period shall be RM2,915,000.00, comprising 250,000 ordinary shares
    at the fixed price of RM11.66 per share.

     

	5.	Window
    Period:	The
    window period for this investment round to be kept open on similar terms and conditions shall be for a period of 4 months from the
    date of the Shareholders’ Agreement or until 30 June 2021, whichever comes later. During the window period, the Company will
    not need to offer any new shares to the existing shareholders or to obtain their approval for such new offers.

     

    During
    the Window Period, the Company may issue new shares to up to a maximum of 45 new investors, holding up to 5% of the Company, as illustrated
    in the fully diluted capitalization table in Schedule 1.

     

	6.	Capital
    Structure Tables:	The
    intended capital structure of the Company prior to and the pro forma structure at the close of the Window Period are set out
    in Schedule 1 (subject to necessary share splits and issuances to be done prior or during the Window Period to achieve the
    capital structures).

    



 




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PRIVATE AND CONFIDENTIAL 








 


	7.	Use
    of Proceeds	The
    proceeds raised shall be used by the Company as working capital for the Company’s business and operations, including but not
    limited to the development of a minimum viable product being a mobile and website application, ICT prototypes, and rental and/or
    acquisition of developmental property(ies) (where applicable). The proceeds shall also be used for purposes proposed by the management
    team, subject to Board approval.

     

	8.	ESOP
    / Share Incentive Plan 	Up
    to 10% of the fully diluted, post-investment share capital will be allocated to the selected employees in accordance with terms approved
    by the Board. Parties to waive pre-emption rights to new issued shares under such proposed share incentive plans.

     

	9.	Roles
    & Responsibilities: 

     
	Failure
    to perform roles and responsibilities as reasonably determined by the Board amounts to event of default warranting Compulsory Termination
    of the party.

     

	10.	Board
    of Directors:	(i)       Total
    number of directors post-Window Period shall be 4, who shall be:-

    -Tengku
    Ismat Jasman bin Tengku Ismail;

    -Dato
    Seri Ng Sing Huat 

    -Oh
    Beng Shern; and

    -Chew
    Wen Xin 

    (ii)       Quorum
    for Board meetings: 3 directors

    (iii)      Chairman
    shall be Tengku Ismat Jasman bin Tengku Ismail or nominated during the Board meeting. 

    (iv)      Circular
    written board resolutions to be validly approved by simple majority signing. 

     

	11.	Removal
    of Director:

     
	(i)       By
    written notice to director served by the Party that nominated the director; OR

    (ii)      By
    written notice to the director via simple majority vote of the Board, without physical shareholders’ meeting or special notice.

     

	12.	Pre-emption
    rights for new share issuance:	Except
    as provided in the “Window Period” clause, any other issuance of new shares must be offered to every shareholder according
    to their respective proportions.

     

    In
    the event that any shareholder does not accept the new issuance, the unaccepted portion will be offered to any third party as the
    Board decides.

     

	13.	Pre-emption
    rights for transfer of shares:	Prior
    to a transfer of shares to other shareholders or any third party, the shares must first be offered to every shareholder according
    to their respective proportions.

     

    The
    unaccepted shares can be offered to any third party on no more favorable terms.

     

    Notwithstanding
    the above clause, it is declared that some of the shares held by the shareholders Tengku Ismat Jasman bin Tengku Ismail and Oh Beng
    Shern will be held on bare trust for a beneficiary, and shall be transferred to the beneficiary within the next 24 months of this
    Agreement. The pre-emption rights shall not apply to and the Investors approval will not be required for the aforesaid transfer of
    shares to such beneficiary.

    

    






 



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STRICTLY
PRIVATE AND CONFIDENTIAL 








 


	14.	Tag
    Along Rights:	Where
    the shareholders holding a majority of 51% or more of the total share capital intend to sell the shares, the other shareholders may
    exercise a tag along right to compel the sale of all of their shares (ie the remaining 49%) to the third-party buyer, on the same
    terms.

     

    Upon
    exercise of the tag along right, the selling shareholders must procure the third-party buyer to purchase the shares on the same terms
    failing which the selling shareholder shall not proceed with the sale. The tag along right will not apply if the drag along right
    is being exercised.

     

	15.	Drag
    Along Rights:	Where
    the shareholders holding a majority of 75% or more of the total share capital intend to sell the shares, such shareholder may compel
    the other shareholders to sell all of their shares (ie the remaining 25%) on the same terms as the shareholders exercising the drag
    along rights.

     

	16.	Compulsory
    Termination Events:

     
	A
    shareholder will be deemed a defaulter and subject to compulsory exit / buy out where the shareholder:

                                                                                                                         

    (i)       breaches
    this Agreement and fails to remedy the breach;

     

    (ii)       is
    declared bankrupt;

     

    (iii)       fails
    to attend shareholders’ meeting for 3 consecutive times without valid reason;

    (iv)       fails
    to perform the roles and responsibilities;

     

    (v)       for
    shareholder who is also an employee or independent contractor, a breach of his/her terms of employment or the termination of employment
    for cause;

     

    (vi)       starts
    a competing business of similar nature to the Company in Malaysia or is found to have infringed the intellectual property owned by
    the Company;

     

    (vii)       the
    death or permanent incapacitation of any of the shareholder;

     

    (viii)       the
    voluntary resignation of a shareholder as an employee on a good leaver basis or the retirement of a shareholder upon reaching the
    age of 60.

	17.	Conditions
    Precedent: 	The
    investment will be subject to customary conditions, including but not limited to:

                                                                                                                         

    (i)
    execution of the definitive Shareholders’ Agreements for both the Company and the SPV;

     

    (ii)
    the payment by the Investor of the full subscription amount for Series Angel in the SPV directly to the Company, who shall receive
    the amount on behalf of the SPV;

     

    (iii)
    the existing shareholders of the Company waiving any rights of pre-emption in respect of the issuance of the ordinary shares;

     

    (iv)
    completion of the fundraising round

     

    (v)
    approval of the Board and Shareholders of the Company for the issuance of ordinary shares

     

    vi)
    shares of Vettons City Angels Sdn Bhd being completely and validly issued and/or transferred.

    






 



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STRICTLY
PRIVATE AND CONFIDENTIAL 





 


	18.	Consequence
    of Compulsory Termination:

     
	The
    defaulting shareholder will be deemed to have offered all of its shares to the Founder, based on the following values:

     

    (i)       at
    10% of the fair value of the shares in situations stated in (i) to (vi) above (Bad Leaver scenario).

     

    (ii)       at
    100% of the fair value of the shares in situation stated in (vii) to (viii) above (Good Leaver scenario)

     

	19.	Representation
    and Warranties:

     
	The
    parties and Company shall provide customary representations, warranties for this type of transaction.
	20.	Confidentiality:	Customary
    undertakings and obligations to keep the Company’s information, data, technology etc secure and confidential.

     

	21.	Ownership
    of Intellectual Property: 	All
    intellectual property developed by any shareholder or commissioned by the Company in the course of the business will vest solely
    in the Company.

     

	22.	Fidelity
    & Non-Solicitation:	For
    24 months after this Agreement, the shareholders shall not solicit any customer, client, supplier, vendor or agent whether existing
    or previous, of the Company or solicit any employee, director or contractor of the Company to terminate such person’s role,
    employment or contract with the Company.

     

	23.	Governing
    Law & Dispute Resolution:	Laws
    of Malaysia shall apply.

     

    Any
    disputes arising shall be referred to the exclusive jurisdiction of the Courts of Malaysia for resolution.



 







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STRICTLY
PRIVATE AND CONFIDENTIAL 





 


This
Term Sheet may be executed in counterparts, which together will constitute one document. Electronic signatures shall have the same legal
effect as original signatures.


 





	Vettons
    City Sdn Bhd 	 
	 	 
	/s/
    Oh Beng Shern	 
	Full
    Name:	Oh
    Beng Shern

    
	 
	Position:	Director

    
	 
	 	 	 
	For
    and on-behalf of Investor 	 
	 	 
	/s/
    Fong Teck Kheong 	 
	Full
    Name (NRIC/Passport):	Fong
    Teck Kheong

    
	 
	NRIC
    no:	680406-05-5063

    
	 


 




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STRICTLY
PRIVATE AND CONFIDENTIAL 





 


Schedule
1


 


Capitalization
Table prior to the Equity Investment*


 


	Shareholder	 	No. of Ordinary Shares	 	 	Shareholding (%)	 
	Tengku Ismat	 	 	225,000	 	 	 	25.00	 
	Chew Wen Xin	 	 	225,000	 	 	 	25.00	 
	Oh Beng Shern	 	 	225,000	 	 	 	25.00	 
	Dato Seri Ng Sing Huat	 	 	225,000	 	 	 	25.00	 
	Total	 	 	900,000	 	 	 	100.00	 



 


*
This Capitalization Table will be subject to a share split and issuance of new shares to be undertaken prior or during the Window
Period.


 


Fully
Diluted Capitalization Table






	Party	 	No. of Ordinary Shares	 	 	Shareholding (%)	 
	Tengku Ismat	 	 	225,000	 	 	 	4.50	 
	Chew Wen Xin	 	 	3,050,000	 	 	 	61.00	 
	Oh Beng Shern	 	 	225,000	 	 	 	4.50	 
	Dato Seri Ng Sing Huat	 	 	1,250,000	 	 	 	25.00	 
	Investor(s) – Angel Round	 	 	250,000	 	 	 	5.00	 
	Total	 	 	5,000,000	 	 	 	100.00	 



 


Amount
to be invested by each Investor: number of subscription shares x RM11.66 (price per share)


 




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