Exhibit
10.1


 


UNEX
HOLDINGS INC.


 


SUBSCRIPTION
DOCUMENTS


 


(for
Non-U.S. Subscribers under Regulation S)


 


Up
to 6,000,000 Shares of Common Stock at US$2.5 per Share


 




    	 



    	 



    

 


UNEX
HOLDINGS INC.


 


SUBSCRIPTION
DOCUMENTS


 


This
Subscription Packet Contains the following (together, the “Subscription Documents”):


 





	I	Subscriber
    Instructions
	II
    	Subscription
    Agreement
	III
    	Investor
    Questionnaire





 


	Name
    of Subscriber: 	_____________________________________
	City
    and Country of Residence:	_____________________________________
	Citizenship
    of Subscriber:	_____________________________________
	Passport/National	
	Registration
    Identity Card (NRIC):	_____________________________________
	Subscriber’s
    Telephone Number	_____________________________________
	Subscriber’s
    Facsimile Number:	_____________________________________
	Subscriber’s
    Email Address:	_____________________________________
	Date
    of Subscription: 	_____________________________________
	Number
    of Shares of	
	Common
    Stock Subscribed For: 	_____________________________________
	 	 
	Purchase
    Price Per	
	Share
    of Common Stock: 	_____________________________________
	 	
	Aggregate
    Purchase Price: $	_____________________________________


 


SUBSCRIPTION
PROCEDURES


 


Complete
and sign the enclosed Subscription Documents in accordance with the instructions below and return them to: Unex Holdings Inc., 31-A2,
Jalan 5/32A, 6 1⁄2 Miles off Jalan Kepong, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia, with your payment by wire transfer of
immediately available funds in U.S. dollars or in such other currency as mutually agreed in writing by the Parties, to (i) such bank
account as designated in writing by the Company on the Closing Date (as defined in the Subscription Agreement therein), or (ii) to an
escrow agent (the “Escrow Agent”) designated in writing by the Company to the Subscriber on the Closing Date (as defined
in the Subscription Agreement therein), in accordance with wire instructions provided by the Escrow Agent, pursuant to the terms of an
escrow agreement separately agreed between the Company, the Subscriber, and the Escrow Agent in writing.


 




    	 



    	 



    

 


UNEX
HOLDINGS INC.


 


I.
SUBSCRIBER INSTRUCTIONS


 


(for
Non-U.S. Subscribers under Regulation S)


 


IF
YOU WISH TO SUBSCRIBE, PLEASE CAREFULLY FOLLOW THE INSTRUCTIONS BELOW. SUBSCRIPTION AGREEMENTS THAT ARE MISSING REQUESTED INFORMATION
OR SIGNATURES CANNOT BE CONSIDERED UNTIL SUCH INFORMATION AND SIGNATURES ARE PROVIDED. ALL SUCH INFORMATION WILL BE TREATED CONFIDENTIALLY.


 


A.
SUBSCRIPTION AGREEMENT: The Subscription Agreement must be fully completed by the prospective subscriber on the signature page
thereto. The completed Subscription Agreement must be signed by the prospective Subscriber and dated.


 


B.
INVESTOR QUESTIONNAIRE: The Investor Questionnaire must be fully completed by any prospective subscriber, signed by the prospective
subscriber and dated. Each purchasing entity must attach to the Investor Questionnaire a copy of its charter or other governing instrument
as well as appropriate evidence of its power and authority to purchase securities in this offering.


 


IF
YOU WISH TO RETAIN A COPY OF THESE SUBSCRIPTION DOCUMENTS FOR YOUR RECORDS, PLEASE MAKE A COPY OF THE FULLY COMPLETED SUBSCRIPTION DOCUMENTS
PRIOR TO SUBMITTING THEM TO THE COMPANY.


 




    	 



    	 



    

 


UNEX
HOLDINGS INC.


 


II.
SUBSCRIPTION AGREEMENT


 


(for
Non-U.S. Subscribers under Regulation S)


 


dated


 


10-25-2022


 




    	 



    	 



    

 


TABLE
OF CONTENTS


 






	 	Page
	ARTICLE
    I DEFINITIONS	1
	 	 
	1.1	Certain
    Defined Terms	1
	1.2	Other
    Definitions	3
	1.3	Interpretation
    and Rules of Construction	3
	 	 	 
	ARTICLE
    II PURCHASE AND SALE; CLOSING	4
	 	 
	2.1	Subscription
    and Issuance of	4
	2.2	Closing
    of Share Subscription	4
	2.3	Closing
    Deliveries	4
	 	 	 
	ARTICLE
    III Representations and Warranties of the Company	6
	 	 
	3.1	Organization,
    Authority and Qualification of the Company	6
	3.2	Due
    Execution	6
	3.3	Litigation.
    	6
	3.4	Non-U.S.
    Transaction.	6
	 	 	 
	ARTICLE
    IV Representations and Warranties of the Subscriber	7
	 	 
	4.1	Non-U.S.
    Persons.	7
	4.2	Non-Political
    Figure.	7
	4.3	Non-U.S.
    Transaction.	8
	4.4	Due
    Execution	8
	4.5	No
    Conflict	8
	4.6	Proportionate
    Commitment.	8
	4.7	Substantial
    Knowledge and Experience.	9
	4.8	Truth
    and Accuracy.	9
	4.9	Consents
    and Approvals	9
	4.10	Notice.	9
	 	 	 
	ARTICLE
    V Additional Agreements	9
	 	 
	5.1	Registration
    Rights	9
	5.2	Confidentiality	10
	5.3	Notice
    of Developments	11
	5.4	Further
    Action	11
	 	 	 
	ARTICLE
    VI Tax Matters	11
	 	 
	6.1	Tax
    Liabilities Related to the Subject Transaction	11
	6.2	Tax
    Cooperation and Information Exchange	11


 



    	i



    	 



    

 


	ARTICLE VII Conditions
    to Closing	12
	 	 
	7.1	Conditions to Obligations
    of the Parties	12
	7.2	Conditions to Obligations
    of the Company	12
	7.3	Conditions to Obligations
    of the Subscriber	12
	 	 	 
	ARTICLE VIII Termination	13
	 	 
	8.1	Termination	13
	8.2	Effect of Termination	13
	 	 	 
	ARTICLE IX Indemnification	14
	 	 
	9.1	Indemnification.	14
	9.2	Procedures Relating to Indemnification.	14
	9.3	Limitation on the Liability.	14
	 	 	 
	ARTICLE X General
    Provisions	15
	 	 
	10.1	Expenses	15
	10.2	Notices	15
	10.3	Public Announcements	15
	10.4	Severability	15
	10.5	Entire Agreement; Conflict	15
	10.6	Assignment	15
	10.7	Amendment	16
	10.8	Waiver	16
	10.9	No Third Party Beneficiaries	16
	10.10	Governing
Law; Arbitration.	16
	10.11	Counterparts.	16




 




    	ii



    	 



    

 


SHARE
SUBSCRIPTION AGREEMENT


 


This
SHARE SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of October 25, 2022, between Unex Holdings Inc., a
company incorporated with limited liability in the State of Nevada, United States of America (“US” or “U.S.”)
(the “Company”), and the subscriber set forth in the signature page (the “Signature Page”) attached hereto (the
“Subscriber”). Each of the above shall collectively be referred to as the “Parties”, and each, a “Party”.


 


RECITALS


 


WHEREAS,
the Subscriber desires to subscribe for and purchase, and the Company desires to issue and sell, certain number of shares of common stock,
par value $0.001 per share, (“Common Stock”) pursuant to the terms and conditions set forth in this Agreement.


 


WHEREAS,
the Company and the Subscriber are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Regulation S (“Regulation S”) as promulgated by the U.S. Securities and Exchange Commission
under the U.S. Securities Act.


 


WHEREAS,
the Subscriber is a “non-US person” as defined in Regulation S, subscribing the Subscription Shares solely for its own account
for the purpose of investment.


 


WHEREAS, before the Registration Period Start Date (as defined hereunder),
the Company is entering into various subscription agreements in accordance and in reliance upon the exemption from securities registration
afforded by Regulation D (“Regulation D”) of the Securities Act of 1933, as well as other Regulation S subscription agreements
of substantially the same form as this Agreement (the “Other Subscription Agreements” and together with this Agreement, the
“Subscription Agreements”) with certain other Regulation S and Regulation D investors (the “Other Subscribers”
and together with Subscriber, the “Subscribers”), pursuant to which such investors have agreed to purchase other subscriptions
shares (the “Other Subscription Shares”), and together with the Subscription Shares (as defined hereunder, and together with
the Other Subscription Shares, the “Aggregate Subscription Shares”), an aggregate amount of up to 6,000,000 shares of Common
Stock of the Company at US$2.5 per share.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, as
well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereto,
intending to be legally bound, agrees as follows:


 


ARTICLE
I


DEFINITIONS


 


1.1
Certain Defined Terms. For purposes of this Agreement:


 


“Affiliate”
means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls,
is Controlled by, or is under common Control with, such specified Person.


 




    	1



    	 



    

 


“Business
Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed
in the U.S., Malaysia or Singapore.


 


“Control”
(including “Controlled by” and “under common Control with”) means with respect to the relationship between or
among two or more Persons, the possession of the power to direct or cause the direction of the affairs or management of a Person, whether
through the ownership of a majority of the outstanding voting securities, or having the right to appoint a majority of the members of
the board of directors, or as trustee, personal representative or executor, by contract, credit arrangement or otherwise.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Governmental
Authority” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar government, taxation,
governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Law”
means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation,
rule, code, order, requirement or rule of law (including common law).


 


“Material
Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the
Company or its subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments
to be entered into in connection herewith.


 


“MYR”
means Malaysian Ringgit.


 


“Common
Stock” means the shares of common stock, par value US$0.001 per share, in the share capital of the Company.


 


“Person”
means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other
entity.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.


 


“SEC
Documents” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof
(or such shorter period as the Company was required by law or regulation to file such material), and the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 




    	2



    	 



    

 


“S$”
means Singapore Dollar.


 


“Transaction
Document” means, collectively, this Agreement and each of the other documents entered into or delivered by the parties hereto or
their respective Affiliates in connection with the transactions contemplated by this Agreement.


 


“US$”
means the United States Dollars, the lawful currency of the United States of America.


 


1.2
Other Definitions. The following terms have the meanings set forth in the sections set forth below:


 


	 	Definition	 	Location
	 	 	 	 
	 	“Agreement”	 	Preamble
	 	“Company”	 	Preamble
	 	“Subscriber”	 	Preamble
	 	“Parties”	 	Preamble
	 	“Party”	 	Preamble
	 	“Subscription
    Price”	 	Section
    2.1
	 	“Subscription
    Shares”	 	Section
    2.1
	 	“Closing”	 	Section
    2.2
	 	“Closing
    Date”	 	Section
    2.2
	 	“Registration
    Period Start Date”	 	Section
    5.1


 


1.3
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise
requires:


 


(a)
when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of,
or an Exhibit or Schedule to, this Agreement unless otherwise indicated;


 


(b)
the table of contents and headings in this Agreement are inserted for reference purposes only and do not affect in any way the meaning
or interpretation of this Agreement;


 


(c)
whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed
to be followed by the words “without limitation”;


 




    	3



    	 



    

 


(d)
the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(e)
whenever the word “day” is used in this Agreement, it shall be deemed to refer to a calendar day;


 


(f)
all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant
to this Agreement, unless otherwise defined therein;


 


(g)
the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;


 


(h)
any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from
time to time amended, modified or supplemented, including by succession of successor Laws;


 


(i)
references to a Person are also to its successors and permitted assigns; and


 


(j)
the use of “or” is not intended to be exclusive unless expressly indicated otherwise.


 


ARTICLE
II


PURCHASE
AND SALE; CLOSING


 


2.1
Subscription and Issuance of Common Stock. Upon the terms and subject to the conditions of this Agreement, at Closing (as defined
below), the Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber
the number of shares of Common Stock set forth on the Signature Page (the “Subscription Shares”) for an aggregate purchase
price set forth on the Signature Page (the “Purchase Price”), representing a per share purchase price as set forth on the
Signature Page.


 


2.2
Closing of Share Subscription. Subject to satisfaction or, to the extent permissible, waiver by the Party or Parties entitled
to the benefit of the relevant conditions, of all the conditions (other than conditions that by their nature are to be satisfied at Closing,
but subject to the satisfaction or, to the extent permissible, waiver of those conditions at Closing), the closing of the sale and purchase
of the Subscription Shares pursuant to this Section 2.2 (the “Closing”) shall take place remotely by electronic means (i)
five (5) business days from the date of this Agreement, or (ii) any other date as may be agreed by the Subscriber and the Company in
writing (the “Closing Date”).


 


2.3
Closing Deliveries . At the Closing,


 


(a)
the Subscriber shall pay, or cause to be paid, the Purchase Price to the Company by wire transfer of immediately available funds in U.S.
dollars or in such other currency as mutually agreed in writing by the Parties, to (i) such bank account as designated in writing by
the Company on the Closing Date, or (ii) an escrow agent (the “Escrow Agent”) designated in writing by the Company to the
Subscriber on the Closing Date, in accordance with wire instructions provided by the Escrow Agent, pursuant to the terms of an escrow
agreement separately agreed between the Company, the Subscriber, and the Escrow Agent in writing (the “Escrow Agreement”);


 




    	4



    	 



    

 


(b)
the Company shall deliver to the Subscriber the Subscription Shares in book entry form within thirty(30) days of the clearing of transfer
of the Purchase Price;


 


(c)
in the event that the Purchase Price are paid to the Escrow Agent, the Purchase Price shall be released to the Company pursuant to the
terms of the Escrow Agreement;


 


(d)
The Subscriber acknowledges and understands that (a) the Subscription Shares have not been registered under the Securities Act, or applicable
U.S. state securities laws, (b) that the Subscription Shares are deemed to be “restricted securities” under the Securities
Act and applicable U.S. state securities laws and (c) the purchase of the Subscription Shares is taking place in a transaction not involving
a public offering or U.S. Persons. Furthermore, the Subscriber is aware and understands that any resale inconsistent with the Securities
Act may create liability on the Subscriber’s part and/or the part of the Company, and agrees not to assign, sell, pledge, transfer
or otherwise dispose of or transfer any such Subscription Shares, unless registered under the Securities Act and applicable U.S. state
securities laws, or an opinion is given by counsel satisfactory to the Company that such registration is not required. The Company will
issue the Subscription Shares purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by
the Subscriber prior to the Closing. The Subscription Shares will bear the following legend (the “Legend”), and appropriate
“stop transfer” instructions:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 




    	5



    	 



    

 


ARTICLE
III


Representations
and Warranties of the Company


 


In
order to induce the Subscriber to enter into this Agreement, the Company hereby represents and warrants to the Subscriber as follows:


 


3.1
Organization, Authority and Qualification of the Company. The Company is a company incorporated with limited liability in the
State of Nevada, U.S., with good standing, and has all necessary corporate power and authority to carry on the business as it has been
and is currently conducted. Any and all of the corporate actions relating to the issuance and placement of the Subscription Shares as
contemplated by this Agreement have been duly authorized by the Company in accordance with applicable Laws and constitutional documents
of the Company.


 


3.2
Due Execution. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company
is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions
contemplated hereby and thereby have been or will be on or prior to the Closing Date duly authorized by all requisite action on the part
of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery
by the Subscriber) this Agreement constitutes, and upon their execution the Transaction Documents to which the Company is a party shall
constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms.


 


3.3
Litigation. Except as disclosed in the SEC Documents, there are no actions, claims, demands, investigations, examinations, indictments,
litigations, suits or other criminal, civil or administrative or investigative proceedings pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries or directors or officers of the Company or any of its subsidiaries in their
capacities as such before or by any Governmental Authority or by any other Person, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 


3.4
Non-U.S. Transaction. Neither the Company nor its authorized persons has engaged, nor will engage, in any directed selling efforts
to a U.S. Persons (as defined Rule 902 of Regulation S promulgated under the Securities Act) with respect to the Subscription Shares
and the Company and its authorized persons has complied and will comply with the “offering restrictions” requirements of
Regulation S. The transactions contemplated hereby have not been pre-arranged with a buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Company nor its
authorized persons has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect
of, conditioning the market in the United States, its territories or possessions, for any of the Subscription Shares. The Company agrees
not to cause any advertisement of the Subscription Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Subscription Shares, except such advertisements that include the statements required by
Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.


 




    	6



    	 



    

 


ARTICLE
IV


Representations
and Warranties of the Subscriber


 


In
order to induce the Subscriber to enter into this Agreement, except as set forth in the corresponding sections herein, the Subscriber
hereby represents and warrants to the Company as follows:


 


4.1
Non-U.S. Persons. The Subscriber is not a U.S. person as defined under Rule 902 of Regulation S and the Subscription Shares which
the Subscriber is acquiring are being acquired for the Subscriber’s own account (or a trust account if the Subscriber is a trustee)
for investment only and not with a view to sale or resale, distribution or fractionalization of the securities under applicable U.S.
federal or state securities laws. The Subscriber is not acquiring such securities for the account or benefit of any U.S. person and was
not organized for the specific purpose of acquiring such securities. The Subscriber will not (i) resell or offer to resell the securities,
or any portion thereof, or (ii) engage in hedging transactions, in each case, except in accordance with the terms of this Agreement and
in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration
under the Securities Act and otherwise in compliance with all applicable securities laws. Furthermore, prior to engaging in any hedging
transaction or any resale of the securities, or any portion thereof, by the Subscriber, the Subscriber shall provide the Company with
an opinion of counsel acceptable to the Company in its sole discretion and in a form acceptable to the Company in its sole discretion,
that any such proposed sale or hedging transaction is in compliance with the Securities Act or an exemption therefrom.


 


4.2
Non-Political Figure. To the best of the Subscriber’s knowledge, none of (i) the Subscriber, (ii) any person controlling
or controlled by the Subscriber, (iii) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber;
or (iv) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political
figure1, a special interest person2, or any immediate family member3 or close associate4 of
a senior foreign political figure, as such terms are defined in the footnotes below.


 





 



 


	1	A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military
or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior
executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
	 	 
	2	A “special interest person” shall be any individual who is alleged to have been involved in a criminal activity that falls
under the following categories: corruption, financial crime, trafficking, organized crime, terror, tax crime.
	 	 
	3	“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse,
children and in-laws.
	 	 
	4	A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually
close relationship with the senior foreign political figure and includes a person who is in a position to conduct substantial domestic
and international financial transactions on behalf of the senior foreign political figure.




 







    	7



    	 



    

 


4.3
Non-U.S. Transaction. The Company may only make offers to sell the Subscription Shares to persons outside the United States in
this offering and, if applicable, at the time any buy order is originated, the buyer is outside the United States. The Subscriber has
not received an offer to purchase Subscription Shares inside the United States and will not originate a buy order inside the United States.
The Subscriber has not received, and is not aware of, any advertisement in a publication with a general circulation in the United States
(as described in Rule 902 of Regulation S) that refers to the offering and sale of the Subscription Shares.


 


4.4
Due Execution. The execution and delivery by the Subscriber of this Agreement and any other Transaction Document to which the
Subscriber is a party, the performance by the Subscriber of its obligations hereunder and thereunder and the consummation by the Subscriber
of the transactions contemplated hereby and thereby have been or will be on or prior to the Closing Date duly authorized by all requisite
action on the part of the Subscriber. This Agreement has been duly executed and delivered by the Subscriber, and (assuming due authorization,
execution and delivery by the Company) this Agreement constitutes, and upon their execution the Transaction Documents to which the Subscriber
is a party shall constitute, legal, valid and binding obligations of the Subscriber, enforceable against the Subscriber in accordance
with their respective terms.


 


4.5
No Conflict. Assuming that all required consents, approvals, authorizations and other actions referred to herein have been obtained,
the execution, delivery and performance of this Agreement and any other Transaction Document by the Subscriber do not (a) violate, conflict
with or result in the breach of any provision of the constitutional documents of the Subscriber, (b) conflict with or violate any Law
or governmental order applicable to the Subscriber, or (c) conflict with, result in any breach of, constitute a default under, require
any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any
note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement
to which the Subscriber is a party, except, to the extent that such conflicts, breaches, defaults or other matters would not materially
and adversely affect the ability of the Subscriber to perform any of its obligations under this Agreement or any other Transaction Document
or consummate any transactions contemplated hereunder or thereunder.


 


4.6
Proportionate Commitment. The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate
to the Subscriber’s net worth and the Subscriber’s investment in the Company will not cause such overall commitment to become
excessive. The Subscriber has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete
loss of the Subscriber’s investment in the Company, and the Subscriber has no need for liquidity in this investment.


 




    	8



    	 



    

 


4.7
Substantial Knowledge and Experience. The Subscriber has substantial knowledge and experience in making investment decisions of
this type and is capable of evaluating the merits and risks of this investment. The Subscriber understands that an investment in the
Company is speculative and involves a high degree of risk, and the Subscriber has carefully reviewed and is aware of all of the risk
factors related to the purchase of the securities. The Subscriber has had an opportunity to ask questions of and receive answers from
representatives of the Company with respect to this offering. The Company has provided the Subscriber with all documents requested and
has provided answers to all of the Subscriber’s questions relating to an investment in the Company. In addition, the Subscriber
has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them.


 


4.8
Truth and Accuracy. The Company and the other subscribers are relying on the truth and accuracy of the declarations, representations
and warranties herein made by the Subscriber. Accordingly, the foregoing representations and warranties and undertakings are made by
the Subscriber with the intent that they may be relied upon in determining his/her suitability as a subscriber. The Subscriber agrees
that such representations and warranties shall survive the acceptance of the Subscriber, and the Subscriber indemnifies and agrees to
hold harmless, the Company and each other subscriber from and against all damages, claims, expenses, losses or actions resulting from
the untruth of any of the warranties and representations contained in this Agreement.


 


4.9
Consents and Approvals. The execution, delivery and performance by the Subscriber of this Agreement does not and will not require
any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority. The execution,
delivery and performance by the Company to the Subscriber of this Agreement does not and will not require any consent, approval, authorization
or other order of, action by, filing with, or notification to, any Governmental Authority. The Subscriber is not acting on behalf of,
or for the benefit for, nor does it intend to transfer the Subscription Shares to any party that will require any consent, approval,
authorization or other order of, action by, filing with, or notification to, any Governmental Authority.


 


4.10
Notice. The foregoing representations and warranties are true as of the date of this Agreement and shall be true as of the date
the Company issues and sells Subscription Shares to the Subscriber. If such representations and warranties shall not be true in any respect
prior to such date, the Subscriber will give prompt written notice of such fact to the Company.


 


ARTICLE
V


Additional
Agreements


 


5.1
Registration Rights. The Company shall use commercially reasonable efforts within two hundred and seventy (270) calendar days
from the earlier of (i) a date on which the Aggregate Subscription Shares reaches 6,000,000 shares of Common Stock; or (ii) a date to
be specified by the Company on no less than ten Business Day’s prior notice to the Subscriber; in any event no later than December
31, 2023 (“the Registration Period Start Date”), to register the Registrable Securities (as defined below) being issued pursuant
to this Agreement by preparing and filing one registration statement (the “Registration Statement”), or if necessary more
than one registration statement, of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act
or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of the Registration Statement by the SEC.


 




    	9



    	 



    

 


The
Subscriber and its counsel shall have a reasonable opportunity to review and comment upon the Registration Statement or amendment thereto
and any related prospectus prior to its filing with the SEC. The Subscriber shall furnish all information reasonably requested by the
Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement or amendment
declared effective by the SEC at the earliest possible date. The Company shall use commercially reasonable efforts to keep the Registration
Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities
at all times until the date as of which the Subscriber may sell all of the Registrable Securities without restriction pursuant to the
last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.


 


“Registrable
Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to the Subscription Agreements,
and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and
the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by
the SEC under the Securities Act and such Registrable Securities have been disposed of by the holder of the Registrable Securities in
accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule
144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s
transfer agent and the affected holder of the security (assuming that such securities and any securities issuable upon exercise, conversion
or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate
(as such terms are used in and construed under Rule 405 under the Securities Act) of the Company, as reasonably determined by the Company,
upon the advice of counsel to the Company.


 


5.2
Confidentiality. Except as necessary under the disclosure requirements of securities laws and regulations of the U.S., the Parties
shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled to disclose by judicial or
administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such
other party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such
information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no
fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party
to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives
in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information
pursuant to applicable Laws, such party shall give timely written notice to the other parties so that such parties may have an opportunity
to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential
information concerning or supplied by the other parties if it exercises the same care as it takes to preserve confidentiality for its
own similar information.


 




    	10



    	 



    

 


5.3
Notice of Developments. Prior to the Closing, the Subscriber and the Company shall each promptly notify the other in writing of
(a) all events, circumstances, facts and occurrences or non-occurrences arising subsequent to the date of this Agreement which may result
in any breach of a representation or warranty or covenant of either the Subscriber or the Company contained in this Agreement or which
may have the effect of making any representation or warranty of either the Subscriber or the Company contained in this Agreement untrue
or incorrect in any material aspect, and (b) any material development that has an effect on the assets, liabilities, business, or financial
status related to the Company or the Subscriber. The Parties agree to discuss in good faith appropriate measures or solutions to address
such events circumstances, facts and occurrences or non-occurrences or developments.


 


5.4
Further Action. Each of the Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other
papers, as may be required to carry out the provisions of this Agreement and the other Transaction Documents to which it is a party and
consummate and make effective the transactions contemplated hereby and thereby. Each of the Parties agrees that it will not take or cause
to be taken any action that may result in any breach of any of its representations, warranties, covenants or agreements contained in
this Agreement.


 


ARTICLE
VI


Tax
Matters


 


6.1
Tax Liabilities Related to the Subject Transaction. Each of the Company and the Subscriber agrees that each Party shall be liable
for its own tax liabilities arising from the subject transaction.


 


6.2 Tax
Cooperation and Information Exchange. The Parties agree that they will cooperate with each other in relation to tax matters, and
each Party shall provide the other Party with the relevant information requested by the other Party in order for the other Party to
complete its necessary tax filing or audit, determine liability for taxes and right to a tax refund, and perform any other
tax-related work.


 




    	11



    	 



    

 


ARTICLE
VII


Conditions
to Closing


 


7.1
Conditions to Obligations of the Parties. The obligations of each of the Company and the Subscriber to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment or written waiver by the other Party of each of the following conditions:


 


(a)
All Required Governmental Approvals shall have been obtained. For the avoidance of doubt, the Required Governmental Approvals mentioned
in this Section 7.1(a) shall not include any post-Closing registrations.


 


(b)
There has been no rule under applicable Laws or judgment, injunction, order or decree that prohibits the consummation of the Closing,
or substantively increases the costs of the Company or the Subscriber in connection with the transactions contemplated by this Agreement.


 


7.2
Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or written waiver by the Company, at or prior to the Closing, of each of the following conditions:


 


(a)
The representations and warranties of the Subscriber contained in this Agreement shall be true and correct when made in all material
respects and shall be true and correct in all material respects as of the Closing, with the same force and effect as if made at the Closing
(except to the extent that such representations and warranties were made as of other date, in which case such representations and warranties
shall have been true and correct as of such date).


 


(b)
Where the Subscriber is an entity, the Subscriber shall have delivered to the Company a copy of a resolution of the board of directors
of the Subscriber (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by the
Subscriber of its obligations under this Agreement and the Transaction Documents.


 


(c)
The Subscriber shall have performed all of its covenants and agreements required by this Agreement to be so performed by it, prior to
or on the Closing, and where the Subscriber is an entity, the Company shall have received a certificate of the Subscriber signed by a
duly authorized officer thereof certifying the matters set forth in this Section 7.2(a).


 


7.3
Conditions to Obligations of the Subscriber The obligations of the Subscriber to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver by the Subscriber at or prior to the Closing, of each of the following
conditions:


 


(a)
The representations and warranties of the Company contained in this Agreement shall be true and correct when made in all material respects
and shall be true and correct in all material respects as of the Closing, with the same force and effect as if made at the Closing (except
to the extent that such representations and warranties were made as of other date, in which case such representations and warranties
shall have been true and correct as of such date).


 


(b)
The Company shall have performed all of its covenants and agreements required by this Agreement to be so performed by it, prior to or
on the Closing.


 




    	12



    	 



    

 


ARTICLE
VIII


Termination


 


8.1
Termination. This Agreement may be terminated at any time prior to the Closing,


 


(a)
by the Subscriber if:


 


(i)
any event or circumstance has occurred that would cause any of the conditions set forth in Section 7.3 not to be satisfied; or


 


(ii)
any representation or warranty made by the Company in this Agreement has been untrue or inaccurate in any material respect, or any covenant
required to be fulfilled prior to the Closing fails to be fulfilled substantively, or the Company fails to comply with any of its covenants
or agreements that would cause any of the conditions set forth in Section 7.3(a) not to be satisfied and such breach has not been cured
by the Company within thirty (30) days upon giving of written notice of such breach by the Subscriber;


 


(b)
by the Company if:


 


(i)
any event or circumstance has occurred that would cause any of the conditions set forth in Section 7.2 not to be satisfied; or


 


(ii)
any representation or warranty made by the Subscriber in this Agreement has been untrue or inaccurate in any material respect, or any
covenant required to be fulfilled prior to the Closing fails to be fulfilled substantively, or the Subscriber fails to comply with any
of its covenants or agreements that would cause any of the conditions set forth in Section 7.2 not to be satisfied and such breach has
not been cured by the Subscriber within thirty (30) days upon giving of written notice of such breach by the Company;


 


(c)
by either the Company or the Subscriber, if the Closing shall not have occurred by December 31, 2023; provided, however, that the right
to terminate this Agreement under this Section 8.1(c) shall not be available to either Party whose failure to fulfill any obligation
under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such
date;


 


(d)
by either the Company or the Subscriber, if any Governmental Authority shall have issued any order, decree, decision or shall have taken
any other action, and such order, decree, decision or action that would enjoin or otherwise prohibit the transactions contemplated by
this Agreement shall have become final and non-appealable; or


 


(e)
by the mutual written consent of the Company and the Subscriber.


 


8.2
Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1(d) or (e), this Agreement shall
forthwith become void and there shall be no liability on the part of either Party hereto unless otherwise set forth in this Agreement
or agreed by the Parties. Nothing herein shall relieve either party hereto from liability for any breach of this Agreement and the defaulting
Party shall be liable to the other Party for its losses.


 




    	13



    	 



    

 


ARTICLE
IX


Indemnification


 


9.1
Indemnification.


 


(a)
Indemnification by the Company. From and after the Closing Date and subject to Section 9.3, the Company shall indemnify and hold
the Subscriber, its Affiliates and their respective directors, officers, agents, successors and assigns (the “Subscriber Indemnitees”)
harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, cost and expenses, including but not
limited to any investigative, legal and other expenses (collectively, “Losses”) incurred by any Subscriber Indemnitee as
a result of or arising out of: (i) breach of any representation or warranty of the Company contained in Article 3; or (ii) violation
or nonperformance, partial or total, of any covenant or agreement of the Company contained in this Agreement.


 


(b)
Indemnification by the Subscriber. From and after the Closing Date and subject to Section 10.8, the Subscriber shall indemnify
and hold the Company, its Affiliates and their respective directors, officers, agents, successors and assigns (the “Company Indemnitees”)
harmless from and against any Losses incurred by any Company Indemnitee as a result of or arising out of: (i) breach of any representation
or warranty of the Subscriber contained in Article IV; or (ii) violation or nonperformance, partial or total, of any covenant or agreement
of the Subscriber contained in this Agreement.


 


9.2
Procedures Relating to Indemnification.


 


(a)
Any party seeking indemnification under Section 9.1 (an “Indemnified Party”) shall promptly give the Party from whom
indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined
has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail
the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement
in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall
not release the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is materially
prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party
that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from
its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be
deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any
Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute.
If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice
by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 10.10.


 


(b)
If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”)
against it or which may give rise to a claim for Loss under this Article IX, within thirty (30) days of the receipt of such notice, the
Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such
notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying
Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified
Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume
and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention
to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that
that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the
Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying
Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines
counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake
any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party
in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records,
materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto
as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting
the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and
make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information
in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required
by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the
Indemnified Party.


 


9.3
Limitation on the Liability. Absent fraud, intentional misrepresentation or willful breach, the maximum aggregate liabilities
of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 9.1(a) or 9.2(b) shall not in
any event be greater than the Purchase Price.


 




    	14



    	 



    

 


ARTICLE
X

General Provisions


 


10.1
Expenses. Except as otherwise provided in this Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall
be borne by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.


 


10.2
Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be
given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by facsimile
or via registered mail to the respective parties hereto. Notices to the Subscriber will be directed to the address of the Subscriber
set forth on the Signature Page of this Agreement and notices to the Company will be directed to the following address:


 


Address
of the Company:


 


Unex
Holdings Inc.


31-A2,
Jalan 5/32A


6
1⁄2 Miles Off Jalan Kepong


52000
Kuala Lumpur, Malaysia


 


10.3
Public Announcements. The Subscriber will not make (and will use its reasonable best efforts to ensure that its Affiliates and
representatives do not make) any news release or public disclosure with respect to this Agreement and any of the transactions contemplated
hereby, without first consulting with the Company and, in each case, also receiving the Company’s consent (which shall not be unreasonably
withheld or delayed); provided that in the event the Subscriber is advised by its outside legal counsel that a particular disclosure
is required by Law, it shall be permitted to make such disclosure but shall be obligated to use its reasonable best efforts to consult
with the Company and take its comments into account with respect to the content of such disclosure before issuing such disclosure. Each
of the Parties hereto shall comply with the requirements on disclosure of interests under the securities exchange laws and regulations
of the U.S.


 


10.4
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any
Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as
possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally
contemplated to the greatest extent possible.


 


10.5
Entire Agreement; Conflict. This Agreement and other Transaction Documents constitute the entire agreement of the Parties hereto
with respect to the subject matter hereof and thereof and supersede all prior agreements and covenants, both written and oral, between
the Company and the Subscriber with respect to the subject matter hereof and thereof. In case of any conflict between the provisions
of this Agreement and those of any other Transaction Documents, the provisions of this Agreement shall prevail.


 


10.6
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, which will become the new parties hereto. Without the express written consent of the Company and the Subscriber
(such consent shall be granted or withheld by the Company or the Subscriber in its own discretion), this Agreement shall not be assigned
by operation of Law or otherwise.


 




    	15



    	 



    

 


10.7
Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Company
and Subscriber; or (b) by a waiver in accordance with Section 10.7.


 


10.8
Waiver. Either Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of
the other Party; (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document
delivered by the other Party pursuant to this Agreement; or (c) waive compliance with any of the agreements of the other Party or conditions
to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed
by any Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or
a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party
hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


10.9
No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person
any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in this Agreement.


 


10.10
Governing Law; Arbitration. This Agreement and all questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to any
choice or conflict of law provision or rule thereof. Each of the Company and the Subscriber hereby submits to the exclusive jurisdiction
of the United States federal and state courts located in New York, New York, with respect to any dispute arising under the Transaction
Documents or the transactions contemplated thereby.


 


10.11
Counterparts. This Agreement may be executed and delivered (including by facsimile) in one or more counterparts, and by the Parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.


 


[The
remainder of this page intentionally left blank; Signature Page to follow]


 




    	16



    	 



    

 


Date:
_____________________________


 


	Number
                                            Of Shares of Common Stock Subscribed For: ______________________________

	 
	Purchase
                                            Price Per Share: US$_________________(or equivalent in S$/MYR________________)

	 
	Aggregate
                                            Purchase Price: US$________________(or equivalent in S$/MYR_________________)

	 
	_______________________________________

    Passport/National
    Registration Identity Card (NRIC)

     
	_______________________________________

    Signature
    of Subscriber

     

	As
                                            (check one)

    ____
    Individual

    ____
    Tenants in Common

    ____
    Existing Partnership

    ____
    Joint Tenants

    ____
    Corporation

    ____
    Trust

    ____
    Other

     
	Capacity
    in which signed: 
	Subscriber’s
                                            name and business address

    (please
    type or print)

    _______________________________________

    _______________________________________

    _______________________________________

    _______________________________________

     
	Subscriber’s
                                            mailing address

    (if
    different than business address)

    _______________________________________

    _______________________________________

    _______________________________________

    _______________________________________

     

	_______________________________________

    Passport/National
    Registration Identity Card (NRIC)

    
	_______________________________________

    Signature
    of Co-Subscriber

	 	 
	As
    (check one)____
                                            Individual

                                                         ____
                                            Tenants in Common

                                                         ____
                                            Existing Partnership

                                                         ____
                                            Joint Tenants

                                                         ____
                                            Corporation

                                                         ____
                                            Trust

                                                         ____
                                            Other

                                                         

                                                          

                                                         Co-Subscriber’s
                                            name and business address

    (please
    type or print)

    _______________________________________

    _______________________________________

    _______________________________________

     
	Capacity
    in which signed: 

                                                          

                                                          

                                                          

                                                          

                                                          

                                                          

                                                         

                                                          

                                                         Co-Subscriber’s
                                            mailing address

                                            (if different than business address)

    _______________________________________

    _______________________________________

    _______________________________________

     

	Accepted:

     

    UNEX
    HOLDINGS INC.

     
	 
	By:

     

    _______________________________________

     
	Date:

     

    _______________________________________

     

	Title:

    
	 


 







    	 



    	 



    

 

UNEX
HOLDINGS INC.


 


III.
INVESTOR QUESTIONNAIRE


 


(for
Non-U.S. Subscribers under Regulation S)


 




    	 



     


    

 


INVESTOR
QUESTIONNAIRE 


UNEX
HOLDINGS INC.


 


Confidential
Investor Questionnaire


 


	To:	UNEX HOLDINGS
INC.



 


Unex
Holdings Inc., a Nevada corporation (the “Company”), is offering to Non-U.S. persons (the “Offering”),
pursuant to an accompanying Subscription Agreement (the “Subscription Agreement”), shares of Common Stock (the
“Shares”) for an aggregate purchase price of US$______________(or equivalent in Singapore Dollar/Malaysian Ringgit_________________).


 


	I.	SUITABILITY
(please answer each question)



 


(a) For
an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal
business:


 


(b) For
an individual Subscriber, please describe any college or graduate degrees held by you:


 


(c) For
all Subscribers, please list types of prior investments:


 


(d) For
all Subscribers, please state whether you have you participated in other private placements before:


 


☐
YES                               ☐ NO


 


(e) If
your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements
of:


 


	 	 	Public
    Companies	 	Private
    Companies	 
	 	Frequently	☐	 	☐	 
	 	 	 	 	 	 
	 	Occasionally	☐	 	☐	 
	 	 	 	 	 	 
	 	Never	☐	 	☐	 


 


(f) For
individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:


 


☐
YES                               ☐ NO


 


(g) For
trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable
future:


 


☐
YES                               ☐ NO


 




    	 



     


    

 


(h) For
all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need
sudden cash requirements in excess of cash readily available to you:


 


☐
YES                               ☐ NO


 


(i) For
all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Securities for which you seek
to subscribe?


 


☐
YES                               ☐ NO


 


(j) For
all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing
your entire investment?


 


☐
YES                               ☐ NO


 


		II.	MANNER IN WHICH
TITLE IS TO BE HELD. (circle one)
	 	 	 
		(a)	Individual
		(b)	Tenants
in Common
		(c)	Existing
Partnership
	 	(d)	Joint
Tenants
	 	(e)	Corporation
	 	(f)	Trust
	 	(g)	Other



 


*If
Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.


 





	III.	Disqualification
    Events.
	 	 
	1.	Certain
    Criminal Convictions.
	 	 
	 	Have
    you been convicted, within the past ten (10) years (or five (5) years, in the case of the Company, its predecessors and affiliated
    issuers), of any felony or misdemeanor involving:


 


	 	●	in
    connection with the purchase or sale of any security;
	 	●	involving
    the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or
	 	●	arising
    out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor
    of purchasers of securities?


 


☐
YES. If yes, please explain:


 


☐
NO.


 




    	 



     


    

 





	2.	Certain
    Court Injunctions and Restraining Orders.
	 	 
	 	Are
    you subject to any order, judgment or decree of any court of competent jurisdiction that was entered within the past five (5) years
    and currently restrains or enjoins you from engaging in any conduct or practice:


 


	 	●	in
    connection with the purchase or sale of any security;
	 	●	involving
    the making of any false filing with the SEC; or
	 	●	arising
    out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
    of purchasers of securities?


 


☐
YES. If yes, please explain:


 


☐
NO.


 


	3.	Final
    Orders of Certain State and Federal Regulators.
	 	 
	 	Are
    you subject to a Final Order (as defined below) of state regulators of securities, insurance, banking, savings associations or credit
    unions; federal banking agencies; the Commodity Futures Trading Commission; or the National Credit Union Administration that:


 


	 	●	bars
    you from:


 


	 	 	●	associating
    with an entity regulated by any of the aforementioned regulators;
	 	 	●	engaging
    in the business of securities, insurance or banking; or
	 	 	●	engaging
    in savings association or credit union activities; or


 


	 	●	constitutes
    a Final Order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered
    within the past ten (10) years?


 


☐
YES. If yes, please explain:


 


☐
NO.


 


The
term “Final Order” means a written directive or declaratory statement issued by a federal or state agency described
in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity
for a hearing, which constitutes a final disposition or action by that federal or state agency.


 


	4.	SEC
    Disciplinary Orders.
	 	 
	 	Are
    you subject to any order of the SEC that currently:



 


	 	●	suspends
    or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;
	 	●	places
    limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or
	 	●	bars
    you from being associated with any entity or from participating in the offering of any penny stock?1


 


☐
YES. If yes, please explain:


 


☐
NO.


 


1
A disqualification based on a suspension or limitation of activities expires when the suspension or limitation expires.




 




    	 



     


    

 





	5.	SEC
    Cease-and-Desist Orders.
	 	 
	 	Are
    you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist
    from committing or causing a future violation of:


 


	 	●	any
    scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to):


 


	 	 	●	Section
    17(a)(1) of the Securities Act of 1933,
	 	 	●	Section
    10(b) of the Exchange Act and Rule 10b-5, and
	 	 	●	Section
    15 (c) (1) of the Securities Exchange Act); or


 


	 	●	Section
    5 of the Securities Act of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities.


 


☐
YES. If yes, please explain:


 


☐
NO.


 


	6.	SRO
    Suspension/Expulsion.
	 	 
	 	Have
    you been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
    organization (“SRO”, such as a registered national securities exchange or a registered national or affiliated
    securities association, including FINRA) for any act or omission to act constituting conduct inconsistent with just and equitable
    principles of trade?


 


☐
YES. If yes, please explain:


 


☐
NO.


 


	7.	SEC
    Stop Orders.
	 	 
	 	Have
    you filed (as a registrant or issuer), or were you named as an underwriter in any registration statement or Regulation A offering
    statement filed with the SEC that, within the past five (5) years, was the subject of a refusal order, stop order, or order suspending
    the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension
    order should be issued?


 


☐
YES. If yes, please explain:


 


☐
NO.


 




    	 



     


    

 





	8.	USPS
    False Representations Order.
	 	 
	 	Are
    you subject to a United States Postal Service (“USPS”) false representation order entered within the past five
    (5) years, or are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged
    by the USPS to constitute a scheme or device for obtaining money or property through the mail by means of false representations?





 


☐
Yes. If yes, please explain:


 


☐
No.


 


IV.
The undersigned is informed of the significance to the Company of the foregoing representations and answers contained in this Questionnaire
contained herein and such answers have been provided under the assumption that the Company will rely on them.


 


V. The
undersigned understands and agrees that the Company may request further information of the undersigned in verification or amplification
of the undersigned’s knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to bear
the economic risk involved in an investment in the securities of the Company.


 


VI. The
undersigned represents to you that (a) the information contained herein is complete and accurate on the date hereof and may be relied
upon by you, (b) the undersigned will notify you immediately of any change in any such information occurring prior to the acceptance
of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or
it has read and understands the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to
publicly disclose the information provided in this Questionnaire and that he, she or it consents to such public disclosure.


 


VII.
The undersigned represents to you that to the best of the undersigned’s knowledge, none of (i) the undersigned, (ii) any person
controlling or controlled by the undersigned, (iii) if the undersigned is a privately-held entity, any person having a beneficial interest
in the undersigned; or (iv) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a
senior foreign political figure1, a special interest person2, or any immediate family member3 or close
associate4 of a senior foreign political figure, as such terms are defined in the footnotes below.


 


VIII. In
order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control (“OFAC”)
rules and regulations, Subscriber is required to provide the following information:


 





 



 


	1	A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military
or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior
executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
	 	 
	2	A “special interest person” shall be any individual
who is alleged to have been involved in a criminal activity that falls under the following categories: corruption, financial crime, trafficking,
organized crime, terror, tax crime.
	 	 
	3	“Immediate family” of a senior foreign political
figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
	 	 
	4	A “close associate” of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure
and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the
senior foreign political figure.










 


	1.	Payment Information



 


	 	(a)	Name
    and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring
    Bank”):
	 	 	 
	 	(b)	Subscriber’s
    wiring instructions at the Wiring Bank:
	 	 	 
	 	(c)	Is
    the Wiring Bank located in the U.S. or another “FATF Country”*?
	 	 	 
	 	(d)	Is
    Subscriber a customer of the Wiring Bank?


 


*
As of the date hereof, countries that are members of the Financial Action Task Force on Money Laundering (“FATF Country”)
are: Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland,
Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian Federation, Singapore, South Africa,
Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States of America.



 




    	 



     


    

 


	2.	Additional Information



 


For
Individual Investors:


 


☐
A government issued form of picture identification (e.g., passport or drivers license).


 


☐
Proof of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.


 


For
Funds of Funds or Entities that Invest on Behalf of Third Parties:


 


☐
A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
(e.g., certificate of good standing).


 


☐
An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of
the prospective investor.


 


☐
A completed copy of a certification that the entity has adequate anti-money laundering policies and procedures (“AML Policies and
Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S. anti-money
laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which such certification relates).


 


☐
A letter of reference any entity not located in the U.S. or other FATF Country, from the entity’s local office of a reputable bank
or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying
that the prospective investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming
the prospective investor’s integrity.


 


For
all other Entity Investors:


 


☐
A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
(e.g., certificate of good standing).


 


☐
An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of
the prospective investor.


 


☐
A letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has its principal
place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains an account at such bank/brokerage
firm for a length of time and containing a statement affirming the prospective investor’s integrity.


 


☐
If the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly or indirectly
the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber, including (i) country of
citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals, such individual’s principal
employer and position.


 


☐
If the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have, directly
or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s) of the trustee(s)
of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for entities).


 


	VIII.	ADDITIONAL INFORMATION.



 


A
TRUST MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE
THE TRUST TO INVEST IN THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT AS OF THE DATE HEREOF.


 


	IX.	INFORMATION
VERIFICATION CONSENT.



 


BY
SIGNING THIS QUESTIONNAIRE, SUBSCRIBER HEREBY GRANTS THE COMPANY PERMISSION TO REVIEW ALL PUBLICLY AVAILABLE INFORMATION REGARDING SUBSCRIBER,
INCLUDING, BUT NOT LIMITED TO INFORMATION PROVIDED BY OFAC FOR THE PURPOSE OF VERIFYING INFORMATION PROVIDED BY SUBSCRIBER HEREIN.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



     


    

 


INVESTOR
QUESTIONNAIRE EXECUTION PAGE


 


	 	 	 
	Signature	 	Signature
    (if purchasing jointly)
	 	 	 
	 	 	 
	Name
    Typed or Printed	 	Name
    Typed or Printed
	 	 	 
	 	 	 
	Capacity in which signed	 	Capacity in which signed
	 	 	 
	 	 	 
	Entity Name	 	Entity Name
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City,
    State and Country	 	City,
    State and Country