Exhibit 10.1


 


PRIME GLOBAL CAPITAL GROUP INCORPORATED


 


DIRECTOR RETAINER AGREEMENT 


 


THIS DIRECTOR RETAINER
AGREEMENT (“Agreement”) is entered into by and between Prime Global Capital Group Incorporated, a Nevada corporation
(“Corporation”) and Poh Chai Ham (“Director”) as of November 1, 2013.


 


WHEREAS, Director
has been duly elected as a director of the Corporation in accordance with the Corporation’s bylaws; and


 


WHEREAS, the Corporation
wishes to compensate Director as consideration for his expected service as a director;


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:


 


1.       Services
Provided.  



Director agrees, subject to
Director’s continued status as a director as determined by the Board of Directors of the Corporation (“Board”)
and its stockholders (if applicable), to serve as a member of the Board and, subject to Director’s appointment thereto, the
(1) Audit Committee, (2) Compensation Committee and (3) Nominating/Governance Committee, as its Chairperson and
member, of the Board (each a “Committee”) and to provide those services (“Services”) required of a director
and Committee member under the Corporation’s certificate of incorporation and bylaws (“Charter and Bylaws”),
as both may be amended from time to time, and under the corporate law of the State of Nevada, the federal securities laws and other
state and federal laws and regulations, as applicable.


 


Director shall, for so long
as he remains a member of the Board of Directors, but in any case not less than one year from the date hereof, meet with the Corporation
upon written request, at dates and times mutually agreeable to Director and the Corporation, to discuss any matter involving the
Corporation or its subsidiaries, which involves or may involve issues of which Director has knowledge and cooperate in the review,
defense or prosecution of such matters. Director acknowledges and agrees that the Corporation may rely upon Director’s expertise
in product development, marketing or other business disciplines where Director has a deep understanding with respect to the Corporation’s
business operations and that such requests may require substantial additional time and efforts in addition to Director’s
customary service as a member of the Board of Directors. Director will notify the Corporation promptly if he is subpoenaed or otherwise
served with legal process in any matter involving the Corporation or its subsidiaries. Director will notify the Corporation if
any attorney who is not representing the Corporation contacts or attempts to contact Director (other than Director’s own
legal counsel) to obtain information that in any way relates to the Corporation or its subsidiaries, and Director will not discuss
any of these matters with any such attorney without first so notifying the Corporation and providing the Corporation with an opportunity
to have its attorney present during any meeting or conversation with any such attorney.


 


2.       Nature
of Relationship.  



Director is an independent
contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A.
taxes, unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation’s Charter and
Bylaws, or as allowed by law, Director shall not hold himself out as an agent of the Corporation or enter into any agreement or
incur any obligations on the Corporation’s behalf. This Agreement shall not be deemed an employment contract between the
Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of
service provided by this Agreement is set forth in Section 7 below.


 


3.       Corporation
Information.  



The Corporation will supply
to Director, at the Corporation’s expense:


 


	 	a.	periodic briefings on the business and operations of the Corporation; 


  


	 	b.	“director packages” (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each Board and Committee meeting, at a reasonable time before each meeting; 


  




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	 	c.	Copies of minutes of all requested stockholders’, directors’ and Committee meetings; 


  


	 	d.	Any other materials that are required under the Charter and Bylaws or the charter of any Committee on which the Director serves; and 


  


		e.	Any other materials which may, in the reasonable judgment
of Corporation, be necessary for performing the Services.



 


4.       Representations,
Warranties and Covenants of Director.  


        


	 	4.1	Director agrees to provide complete and accurate information and to permit Corporation to perform a full background investigation.   Accordingly, Director represents and warrants that the information provided to the Corporation regarding Director’s experience, background and expertise is truthful, accurate and complete.  


  


	 	4.2	Director represents and warrants that the performance of the Services will not violate any agreement to which Director is a party, compromise any rights or trust between any other party and Director, or create a conflict of interest.  


  


	 	4.3	Director agrees not to enter into any agreement during the term of this Agreement that will create a conflict of interest with this Agreement.  


  


	 	4.4	Director agrees to comply with all applicable state and federal laws and regulations, including Section 10 and Section 16 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder.  


  


5.       Compensation.  



  


	 	5.1	Retainer.   The Corporation shall pay Director a cash retainer of Three Thousand  Malaysian Ringgits RM 3,000) per calendar month during Director’s period of Service (“Retainer”), payable in accordance with the Corporation’s normal and customary practices. 


  


	 	5.2	Expenses.   The Corporation will reimburse Director for reasonable expenses incurred in the performance of the Services promptly upon submission of invoices and receipts for such expenses in a form reasonably acceptable to the Corporation, provided that such expenses are approved in writing in advance.   Such approval by the Corporation shall not be unreasonably withheld or delayed.   Director’s expenses shall not be reimbursable hereunder if those expenses do not qualify for reimbursement under the Charter and Bylaws.  


  


6.       Indemnification
and Insurance.  



  


	 	6.1	The Corporation has previously executed, or shall execute concurrently with the execution of this Agreement, an Indemnity Agreement with Director substantially in the form attached hereto as Exhibit A.  


  


	 	6.2	In addition, the Corporation shall, at its expense, cause Director to be covered as an insured under a directors’ and officers’ liability insurance policy commercially reasonable as to coverage limitation and amounts, taking into account the Corporation’s business and stage of development.


  


7.       Term
and Termination.  



  


	 	7.1	This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section.   This Agreement shall automatically renew upon the date of Director’s reelection as a director of the Corporation.  


  


	 	7.2	The term of service as a Director under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section.  


  


	 	7.3	Director may at any time, and for any reason, resign from such position subject to any other contractual obligation or any obligation imposed by operation of law.  


  


	 	7.4	Director may be removed from the Board or any Committee, with or without cause.  


  




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	 	7.5	This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board.   For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days.  


  


	 	7.6	In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder.   Director agrees that the Corporation has the right of injunctive relief to enforce this provision.  


  


	 	7.7	Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation.  


  


8.       Proprietary
Information, Inventions and Non-Competition.  



Director shall, concurrently
with the execution of this Agreement, enter into a Proprietary Information, Inventions and Non-Competition Agreement with the Corporation
substantially in the form attached hereto as Exhibit B. 


 


9.       Assignment.  



This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.


 


10.     General.  



  


	 	10.1	Governing Law and Venue.   This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules.   The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the “Nevada Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.  


  


	 	10.2	Notices.   All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to: 


  


	
        Corporation:

         

        Prime Global Capital Group Incorporated

        11-2, Jalan 26/70A, Desa Sri Hartamas

        50480 Kuala Lumpur, Malaysia

        Attn: Chief Financial Officer

        Fax: _603-6210 3226

        e-mail:ltteh@hotmail.com
	
        Director:

         

        Ham Poh Chai

        Messrs. Leong & Co. Advocates & Solicitors

        Suite A-2-3A, Level 4, Block
A, Menara Uncang Emas (UE3), No. 85, Jalan Loke Yew, 55200 Kuala Lumpur

        Fax: 603-92006380 

        e-mail: ham.leongco@gmail.com



 


 


	 	10.3	Severability.   In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.  


 


	 	10.4	Survival of Obligations.   Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation’s obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.  


 




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	 	10.5	Entire Agreement.   This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof.  


  


	 	10.6	Amendment and Waiver.   This Agreement may be amended only by a written agreement executed by the parties hereto.   No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision.   No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement.   A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.  


  


	 	10.7	Counterparts.   This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.  The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.


 


 


[The remainder of this page has been
intentionally left blank. Signature page(s) to follow]


 


 


 




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IN WITNESS WHEREOF,
the undersigned have executed this Director Retainer Agreement as of the date first written above.


  





	 	PRIME GLOBAL CAPITAL GROUP INCORPORATED
	 	 
	 	 
	 	By: /s/ Liong Tat Teh
	 	Printed Name:  Liong Tat Teh
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	 
	 	DIRECTOR
	 	 
	 	 
	 	By: /s/
    Poh Chai Ham
	 	Poh Chai Ham







 




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EXHIBIT A 


 


 


INDEMNITY AGREEMENT 


 


This Indemnity Agreement
(“Agreement”) is effective as of November 1st, 2013 by and between Prime Global Capital Group Incorporated,
a Nevada corporation (the “Company”), and Poh Chai Ham (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities.


 


WHEREAS, the Articles
of Incorporation and Bylaws of the Company require indemnification of the officers and directors of the Company. Indemnitee may
also be entitled to indemnification pursuant to the Nevada Revised Statutes (“NRS”). The Articles of Incorporation
and Bylaws of the Company and the NRS expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons
with respect to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the
Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
does not regard the protection available under the Company’s Articles of Incorporation and Bylaws and insurance as adequate
in the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or
on behalf of the Company on the condition that he be so indemnified;


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Services
to the Company. Indemnitee agrees to serve as a director of the Company.  Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which
event the Company shall have no obligation under this Agreement to continue to allow Indemnitee to serve as a director. This Agreement
shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that Indemnitee may be removed as a director at any time for any reason, with or without cause, in accordance
with the Company’s Articles of Incorporation, its Bylaws, the NRS and any agreement between Company and Indemnitee. The foregoing
notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.


 


Section 2. Definitions.
As used in this Agreement:


 


(a) A “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 




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(i) Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly,
of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s
then outstanding securities;


 


(ii) Change in
Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of
this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(a)(i),
2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority
of the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity;


 


(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


(v) Other Events.
There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 2(a),
the following terms shall have the following meanings:


 


(A) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(B) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall
exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the
Company and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


 


(C) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving
a merger of the Company with another entity.


 


(b) “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or of any other corporation, partnership or joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the request of the Company.


 


(c) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d) “Enterprise”
shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary.


 


(e) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




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(f) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable
fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g) “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which
Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of the fact that
Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action or inaction on
his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request
of the Company as a director, trustee, general partner, managing member, officer, employee or agent of another corporation, partnership,
joint venture, trust or fiduciary of the Company or any other enterprise, in each case whether or not serving in such capacity
at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided
under this Agreement.


 


(h) Reference to
“other enterprise” shall include employee benefit plans; references to “fines” shall include
any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 


Section 3. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable
cause to believe that his conduct was unlawful.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter
as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that
the Nevada Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 




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Section 5. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or
in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company
also shall indemnify Indemnitee against all Expenses actually and reasonably incurred in connection with a claim, issue or matter
related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to
be a successful result as to such claim, issue or matter.


 


Section 6. Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith.


 


Section 7. Additional
Indemnification.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if
Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in
the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b) For purposes
of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include,
but not be limited to:


 


(i) to the fullest
extent permitted by the provision of the NRS that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the NRS; and


 


(ii) to the fullest
extent authorized or permitted by any amendments to or replacements of the NRS adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.


 


Section 8. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:


 


(a) for which payment
has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect
to any excess beyond the amount paid under any insurance policy or other indemnity provision, except (i) to the extent that
amounts are thereafter “clawed back” or otherwise under dispute and (ii) as may be otherwise agreed upon by the
Company in writing;


 


(b) for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common
law; or


 


(c) in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board
authorized the Proceeding (or any part of the Proceeding) prior to its initiation (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is initiated
by Indemnitee to enforce his rights under this Agreement.


 




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Section 9. Advances
of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the expenses incurred
by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement or
statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such
Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to
or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard
to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement
which shall constitute an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made
by Indemnitee for which indemnity is excluded pursuant to Section 8.


 


Section 10. Procedure
for Notification and Defense of Claim.


 


(a) To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification, not later than thirty (30) days after receipt by Indemnitee of notice of the commencement
of any Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may
have to Indemnitee hereunder or under any other agreement (including, without limitation, the Company’s Certificate of Incorporation
and Bylaws), and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights hereunder, except
to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. The
Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(b) The Company will
be entitled to participate in the Proceeding at its own expense.


 


Section 11. Procedure
Upon Application for Indemnification.


 


(a) Upon written
request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required
by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change
in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors
or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to
hold Indemnitee harmless therefrom.


 


(b) In the event
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a)
hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not
have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee
advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event
the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with
respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).


 




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Section 12. Presumptions
and Effect of Certain Proceedings.


 


(a) In making a determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure
of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that
Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
has or has not met the applicable standard of conduct.


 


(b) If the person,
persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification
or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may
be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this
Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt
by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for
their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination
is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the
purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called
and such determination is made thereat or (ii) if the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 11(a) of this Agreement.


 


(c) The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 




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(d) Reliance as
Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise
or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Enterprise. The provisions of this Section 12(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(e) Actions of
Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section 13. Remedies
of Indemnitee.


 


(a) In the event
that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this
Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant
to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification or (vi) the Company or any other person or entity takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to
deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall
be entitled to an adjudication by a court, selected pursuant to Section 22, to such indemnification or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator through the Judicial
Arbitration and Mediation Service (“JAMS”). Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding
brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b) In the event
that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have
the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) If a determination
shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification
under applicable law.


 


(d) The Company shall
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written
request therefore) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought
by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


 




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Section 14. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The rights of
indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation,
the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.
To the extent that a change in Nevada law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.


 


(b) To the extent
that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or
agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such
policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c) In the event
of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d) The Company shall
not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise except (i) to the extent that amounts are thereafter “clawed back” or otherwise
under dispute and (ii) as may be otherwise agreed upon by the Company in writing.


 


(e) The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


Section 15. Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date
that Indemnitee shall have ceased to serve as a director or (b) one (1) year after the final termination of any Proceeding
then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any
proceeding (including any appeal) commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This
Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators. The Company shall require and shall cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to, by written agreement,
expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place.


 




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Section 16. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 17. Enforcement.


 


(a) The Company expressly
confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce
Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director of the Company.


 


(b) This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


Section 18. Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties
thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 19. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 20. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed:


 


(a) If to Indemnitee,
at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.


 


(b) If to the Company to:


 


11-2, Jalan 26/70A, Desa Sri
Hartamas


50480 Kuala Lumpur, Malaysia


Attn: President


 


or to any other address as may have been
furnished to Indemnitee by the Company.


 


Section 21. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 




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Section 22. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Superior Court of the State of Nevada (the “Nevada Court”), and not in any other
state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in
an improper or inconvenient forum.


 


Section 23. Coverage.
This Agreement shall apply with respect to Indemnitee’s service as a director of the Company prior to the date of this Agreement.


 


Section 24. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. The parties hereto agree
to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement
and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees,
by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original
copy of his or her signature in overnight mail to the address of the other party.


 


Section 25. Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written.


 


	
        PRIME GLOBAL CAPITAL GROUP INCORPORATED

         

        By: ______________________________

         

        Name: ___________________________

         

        Its: ______________________________

         

         

         
	
        INDEMNITEE

         

        _________________________________

        Poh Chai Ham

         

        Address: Messrs. Leong &
        Co. Advocates & Solicitors., Suite A-2-3A, Level 4, Block A, Menara Uncang Emas (UE3), No. 85, Jalan Loke Yew, 55200
        Kuala Lumpur 

	 	 


 


 




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EXHIBIT B 


 


 


PROPRIETARY INFORMATION, INVENTIONS AND
NON-COMPETITION AGREEMENT


 


This PROPRIETARY INFORMATION,
INVENTIONS and NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of November 1st, 2013 (the “Effective
Date”), by and between Prime Global Capital Group Incorporated, a Nevada corporation (“Corporation”) and Poh
Chai Ham (“Director”).


 


RECITALS 


 


WHEREAS, the parties
desire to assure the confidential status and proprietary nature of the information which may be disclosed by Corporation to the
Director; and


 


AGREEMENT 


 


NOW THEREFORE, in
reliance upon and in consideration of the following undertaking, the parties agree as follows:


 


	 	1.	Nondisclosure.  


 


1.1 Recognition
of Corporation’s Rights; Nondisclosure. At all times during the period of time Director serves as a member of the board
of directors of the Corporation (“Service Period”) and provides the necessary and requested services in such capacity
(“Services”), Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of
the Corporation’s Proprietary Information (defined below), except as such disclosure, use or publication may be required
in connection with Service to the Corporation, or unless the Corporation expressly authorizes such disclosure in writing. Director
will obtain Corporation’s written approval before publishing or submitting for publication any material (written, verbal,
or otherwise) that relates to Services and/or incorporates any Proprietary Information. Director hereby assigns to the Corporation
any rights Director may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be
the sole property of the Corporation and its assigns.


 


1.2 Proprietary
Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge,
data or information of the Corporation, including that which Director may produce in service to the Corporation. By way of illustration
but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments,
designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding
plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements,
pricing strategies, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation
of other service providers of the Corporation.


 


1.3 Third
Party Information. Director understands, in addition, that the Corporation has received and in the future will receive from
third parties, including clients, customers, consultants, licensees or affiliates, confidential or proprietary information (“Third
Party Information”). Director understands that the Corporation has a duty to maintain the confidentiality of such Third
Party Information and to use it only for certain limited purposes. During the Service Period and thereafter, Director will hold
Third Party Information in the strictest confidence and will not disclose Third Party Information to anyone (other than Corporation
personnel who need to know such information in connection with their work for the Corporation) or use Third Party Information (except
in connection with the performance of Director’s Services for the Corporation), unless expressly authorized by the Corporation
in writing.


 


1.4 No
Improper Use of Information of Prior Employers and Others. During the Service Period, Director will not improperly use or disclose
any confidential information or trade secrets, if any, of any former or current employer or any other person to whom Director has
an obligation of confidentiality, and Director will not bring onto the Corporation premises any unpublished documents or any property
belonging to any former or current employer or any other person to whom Director has an obligation of confidentiality unless consented
to in writing by that former or current employer or person. In the performance of his duties, Director will only use information
which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the
industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Corporation.


 


 


 




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	 	2.	Assignment of Inventions.  


 


2.1 Proprietary
Rights. The term “Proprietary Rights” shall mean all trade secrets, patent, copyright, mask work and other
intellectual property rights throughout the world.


 


2.2 Prior
Inventions. Inventions, if any, patented or unpatented, which Director made prior to the commencement of the Service Period
are excluded from the scope of this Agreement. To preclude any possible uncertainty, Director has set forth on Attachment B
(Previous Inventions) attached hereto a complete list of all Inventions that Director has or caused to be (alone or jointly with
others) conceived, developed or reduced to practice prior to the commencement of the Service Period, that Director considers to
be his property or the property of third parties and that Director wishes to have excluded from the scope of this Agreement (collectively
referred to as “Prior Inventions”). If such disclosure would cause Director to violate any prior confidentiality
agreement, Director shall not list such Prior Inventions in Attachment B but only disclose a cursory name for each such
Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been
made for that reason. A space is provided on Attachment B for such purpose. If no such disclosure is attached, Director
represents that there are no Prior Inventions. If, during the Service Period, Director incorporates a Prior Invention into a Corporation
product, process or machine, the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such
Prior Invention. Notwithstanding the foregoing, Director agrees that he will not incorporate, or permit to be incorporated, Prior
Inventions in any Corporation Inventions without the Corporation’s prior written consent.


 


2.3 Assignment
of Inventions. Subject to Sections 2.4 and 2.6, Director hereby assigns, and agrees to assign in the future when any such Inventions
or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable, to the Corporation all
right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable
or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Director, either alone
or jointly with others, during the Service Period. Inventions assigned to the Corporation, or to a third party as directed by the
Corporation pursuant to this Section 2, are hereinafter referred to as “Corporation Inventions.”


 


2.4 Non-assignable
Inventions. This Agreement does not apply to an Invention which the Director developed entirely on his or her own time
without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that
either:


 


	 	•	 	Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or 


 


	 	•	 	Result from any Services performed by the Director for the Company.  


 


2.5. Limited
Exclusion Notification. Director has reviewed the notification on Attachment A (Limited Exclusion Notification) and
agrees that his signature acknowledges receipt of the notification.


 


2.6 Obligation
to Keep Corporation Informed. During the Service Period, and for twelve (12) months after termination of the Service Period,
Director will fully disclose in writing to the Corporation all Inventions authored, conceived or reduced to practice by Director,
either alone or jointly with others, within no more than thirty (30) days after creation. In addition, Director will disclose
to the Corporation all patent applications filed within a year after termination of the Service Period by Director, or on his behalf,
within no more than thirty (30) days after filing. At the time of each such disclosure, Director will advise the Corporation
in writing of any Inventions that he believes fully qualify for exemption under Section 2.4 of this Agreement, and Director
will, at that time, provide all written evidence necessary to substantiate that belief. The Corporation will keep in confidence
and will not use for any purpose or disclose to third parties without Director’s consent any confidential information disclosed
in writing to the Corporation pursuant to this Agreement relating to Inventions that qualify fully for exemption under the provisions
of Section 2.4 of this Agreement. Director will preserve the confidentiality of any Invention that does not fully qualify
for exemption under Section 2.4 of this Agreement.


 


2.7 Works
for Hire. Director acknowledges that all original works of authorship which are made by Director (solely or jointly with others)
within the scope of Service and which are protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101) and shall be the sole property of the Corporation.


 




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2.8 Enforcement
of Proprietary Rights. Director will assist the Corporation, or its nominee, to obtain and enforce United States and foreign
Proprietary Rights relating to Corporation Inventions in any and all countries, and such Proprietary Rights and Corporation Inventions
shall be and remain the sole and exclusive property of the Corporation, or its nominee, whether or not patented or copyrighted.
Accordingly, Director will promptly execute, verify and deliver such documents and perform such other acts (including appearances
as a witness and assistance or cooperation in legal proceedings) as the Corporation may reasonably request in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. This obligation shall survive
and continue beyond the termination of the Service Period, but the Corporation shall compensate Director at a reasonable rate after
his termination for the time actually spent providing such assistance.


 


2.9 Appointment
of Corporation as Agent. If, after reasonable effort, the Corporation is unable to secure Director’s signature on any
document needed in connection with the actions specified herein, Director hereby irrevocably designates and appoints the Corporation
and its duly authorized officers and agents as Director’s agents and attorneys-in-fact, which appointment is coupled with
an interest, to act for and in Director’s behalf to execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Director. Director
hereby waives and quitclaims to the Corporation any and all claims, of any nature whatsoever, which Director now or may hereafter
have for infringement of any Proprietary Rights assigned hereunder to the Corporation.


 


	 	3.	Records.  


Director agrees to keep and
maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the
Corporation) of all Proprietary Information developed by Director and all Inventions made by Director during the Service Period,
which records shall be available to and remain the sole property of the Corporation at all times.


 


	 	4.	Non-Competition Obligation.  


Director agrees that during
the Service Period, Director will not provide any services or engage in any employment or business activity which is competitive
with, or would otherwise conflict with, Director’s Service to the Corporation, without the Corporation’s express written
consent. Director agrees further that during the Service Period and for two (2) years after the termination of the Service
Period, Director will not, either directly or through others, use trade secret information of the Company to solicit or attempt
to solicit any customer, vendor, employee, independent contractor or consultant of the Corporation to terminate his or her relationship
with the Corporation in order to become a customer, vendor, employee, consultant or independent contractor to or for any other
person or entity including, without limitation, Director.


 


	 	5.	Non-Solicitation With the Corporation.  


Director covenants and agrees
that, for a period of two (2) years following termination of the Service Period, Director will not use trade secret information
of the Corporation to solicit or engage in competitive business with Corporation’s existing or potential vendors or customers
at the time of his separation from the Corporation and Director will not encourage or solicit any customer, vendor, employee or
consultant to leave the Corporation for any reason.


 


	 	6.	No Conflicting Obligation.  


Director represents that his
performance of all the terms of this Agreement and as a Director to the Corporation does not and will not breach any agreement
to keep information acquired by Director prior to the Service Period in confidence or trust. Director has not entered into, and
agrees he will not enter into, any agreement either written or oral in conflict herewith.


 


	 	7.	Return of Corporation Documents.  


Upon termination of the Service
Period, Director will deliver to the Corporation any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing, comprising or disclosing any Corporation Inventions,
Proprietary Information and Third Party Information. Director further agrees that any property situated on the Corporation’s
premises and owned by the Corporation, including disks and other storage media, filing cabinets or other work areas, is subject
to inspection by the Corporation at any time with or without notice. Prior to leaving, Director will cooperate with the Corporation
in completing and signing the Corporation’s termination statement, which will include, at a minimum, the certifications set
forth in Attachment C.


 




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	 	8.	Legal and Equitable Remedies.  


Because Director’s services
are personal and unique and because Director may have access to and become acquainted with the Proprietary Information of the Corporation,
the Corporation shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights and remedies that the Corporation may have for a
breach of this Agreement.


 


	 	9.	Notices.  


Any notices required or permitted
hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify
in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or, if sent by certified or registered
mail, three (3) days after the date of mailing.


 


	 	10.	General Provisions.  


 


10.1 Governing
Law; Consent to Personal Jurisdiction; Attorney’s Fees. This Agreement and the legal relations among the parties shall
be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict
of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the “Nevada Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, and (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court
and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court
has been brought in an improper or inconvenient forum.


 


10.2 Severability.
If one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover,
any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.


 


10.3 Successors
and Assigns. This Agreement will be binding upon Director’s heirs, executors, administrators and other legal representatives
and will be for the benefits of the Corporation, its successors, and its assigns.


 


10.4 Survival.
Director agrees that the provisions of this Agreement shall survive the termination of the Service Period and the assignment of
this Agreement by the Corporation to any successor-in-interest or other assignee, regardless of the reason or reasons for termination
and whether such termination is voluntary or involuntary.


 


10.5 Nature
of Relationship. This Agreement shall not be deemed nor does it create an employment contract between the Corporation (or any
of its subsidiaries or related companies) and Director. Director is an independent contractor and shall not be deemed an employee
of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or any other
purpose. Director’s term of service is defined in Section 7 of the Director Retainer Agreement between Director and
the Company signed concurrently herewith.


 


10.6 Waiver.
No waiver by the Corporation of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
by the Corporation of any right under this Agreement shall be construed as a waiver of any other right. The Corporation shall not
be required to give notice to enforce strict adherence to all terms of this Agreement.


 




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10.7 Advice
of Counsel. Director acknowledges that, in executing this Agreement, Director has had the opportunity to seek the advice of
independent legal counsel, and Director has read and understood all of the terms and provisions of this Agreement. This Agreement
shall not be construed against any party by reason of the drafting or preparation hereof.


 


10.8 Modification.
This Agreement may not be changed, modified, released, discharged, abandoned or otherwise amended, in whole or in part, except
by an instrument in writing, signed by Director and the Corporation. Director agrees that any subsequent change or changes in Director’s
duties, salary, or compensation shall not affect the validity or scope of this Agreement.


 


10.9 Entire
Agreement. The obligations of this Agreement shall apply to any time during which Director previously provided service, or
will in the future provide service, to the Corporation as a consultant or agent if no other agreement governs nondisclosure and
assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party
to be charged. The headings in this Agreement are used for convenience only and are not to be considered a part of this Agreement
or be used to interpret the meaning of any part of this Agreement.


 


10.10
Counterparts. This Agreement may be signed in two counterparts, each shall be deemed an original and both of which shall
together constitute one agreement. The parties hereto agree to accept a facsimile transmission copy of their respective actual
signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided,
however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission
of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the
other party.


 


 


 


 


[The remainder of this page has been
intentionally left blank. Signature page(s) to follow]


 







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I HAVE READ THIS AGREEMENT CAREFULLY
AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT ATTACHMENT B TO THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE
BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY. 


 





	Dated:	___________________
	 	 
	By:	___________________
	 	 
	Printed Name:	Poh Chai Ham                    







 


 


ACCEPTED AND AGREED TO: 


 


	 	 	 
	PRIME GLOBAL CAPITAL GROUP INCORPORATED
	 	 
	By:		
 
	 	 
	Its:	 	
 


 


 




    	21



    	 



    

 


ATTACHMENT A 


 


LIMITED EXCLUSION NOTIFICATION 


 


THIS IS TO NOTIFY
you that the foregoing Agreement between you and the Corporation does not require you to assign or offer to assign to the Corporation
any invention that you developed entirely on your own time without using the Corporation’s equipment, supplies, facilities
or trade secret information except for those inventions that either:


 


1. Relate at the time
of conception or reduction to practice of the invention to the Corporation’s business or actual or demonstrably anticipated
research or development of the Corporation;


 


2. Result from any
Services performed by you for the Corporation.


 


To the extent a provision
in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the
provision is unenforceable.


 


This limited exclusion
does not apply to any patent or invention covered by a contract between the Corporation and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.


 


I ACKNOWLEDGE RECEIPT
of a copy of this notification.


 


 





	 	 	 
	By:	 	
 


	 	 
	Date:	 	
 





WITNESSED BY: 


 


 


 


	 
	
 


	(Printed Name Of Corporation Representative)


 


 




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ATTACHMENT B 


 


 


 


	 	 	 	 	 	 	 
	TO:	 	 Prime Global Capital Group Incorporated	 	 	 	 
	 	 	 	 
	FROM:	 	
         Poh
        Chai Ham

        
	 	 	 	 
	 	 	 	 
	DATE:	 	
         31
        October 2013

        
	 	 	 	 
	 	 	 	 
	SUBJECT:	 	Previous Inventions	 	 	 	 


 


1. Except as listed in Section 2 below,
the following is a complete list of all inventions or improvements relevant to the subject matter of my provision of service to
Prime Global Capital Group Incorporated, a Nevada corporation (the “Corporation”), that have been made or conceived
or first reduced to practice by me alone or jointly with others prior to my engagement by the Corporation:


 


		 ̈	No inventions or improvements.  


 


	 	 ̈	See below: 


 


	 
	
 


	 
	
 


	 
	
 




 


 


	 	 ̈	Additional sheets attached.  


 


2. Due to a prior confidentiality agreement,
I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below,
the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):


 





	 	Invention or Improvement Party(ies)	 	Relationship
	1.	 	 	 
	2.	 	 	 
	3.	 	 	 







 


	 ̈	Additional sheets attached.  


 


 




    	23



    	 



    

 


ATTACHMENT C 


 


CERTIFICATIONS 


 


[Fill Out ONLY Upon Termination of Relationship]



 


I certify that I do
not have in my possession, nor have I failed to return, any records, documents, computer disks, tapes or printouts, sound recordings,
customer lists, photographs, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or
copies of them, or other documents or materials, equipment, samples, prototypes, models or material containing, comprising or disclosing
any Corporation Inventions, Third Party Information or Proprietary Information of the Corporation, its successors and assigns.


 


I further certify
that I have complied with and will continue to comply with all the terms of the Proprietary Information and Inventions Agreement
signed by me with the Corporation, including the reporting of any Inventions conceived or made by me covered by such agreement.


 


I further agree that
in compliance with the Proprietary Information and Inventions Agreement, I will preserve as confidential all trade secrets, confidential
information, Proprietary Information, Inventions, Third Party Information, Proprietary Rights and Corporation Inventions, as well
as any other subject matter pertaining to any business of the Corporation or any of its clients, customers, consultants, licensees,
or affiliates.


 


 


 


	 
	
 


	 
	
 


	Date



 


 


 


 




 


 


 


 


 


 


 


 


 


 


 


 






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