PARTIES

The partners of the Limited Liability Partnership, APC ELEVEN PLT (LLP No.: LLP0017744-LGN) (hereinafter referred to as the “LLP”) registered with the Companies Commission of Malaysia pursuant to clause 1.4.1 of the aforesaid Investment Agreement (to which this Agreement is annexed) (hereinafter referred to as the “Investment Agreement”), as classified  in Schedule (1) of this Agreement as follows:

  1. The initial partners of the LLP at the time of registration of the LLP (hereinafter referred to as the “Registration Partners”); and

  2. Such other person(s) who subsequently become partners of the LLP pursuant to the Investment Agreement and in accordance with the terms of this Agreement (hereinafter referred to as the “Beneficial Partners”)

(The “Registration Partners and Beneficial Partners shall be referred to collectively as the “Partners”)

 

WHEREAS:

The terms of this Agreement shall only take effect upon a successful equity crowdfunding campaign by the Issuer in accordance with clause 1.4.1 of the Investment Agreement and are to be read and construed together with the terms of the Investment Agreement where applicable.

The terminology and abbreviations used in the Investment Agreement shall be adopted herein unless otherwise stated.

The Beneficial Partners through the Platform have invested in the Issuer in return for the Issuer’s shares pursuant to the Investment Agreement. 

Pursuant to clause 1.4.1. of the Investment Agreement, the Beneficial Partners have agreed to receive a beneficial shareholding in the Issuer by becoming partners in the LLP and to have the mutual rights and duties of the Partners in the LLP and the LLP governed by the terms of this Agreement. 

In that regard, the default provisions for limited liability partnerships as set out in the Second Schedule of the Limited Liability Partnerships Act 2012 (hereinafter referred to as the “Act”) shall not apply to the LLP or any of the Partners unless expressly stated otherwise. 

 

  1. LLP SETUP

    1. Registration

      1. The Compliance officer of the LLP, being the person(s) referred to in Schedule (3) of this Agreement (hereinafter referred to as the “Compliance Officer”) shall complete and lodge with the Companies Commission of Malaysia all necessary documents and the prescribed fee to register the LLP and to reflect any change in the Partners in accordance with the Act. 

      2. The Compliance Officer may keep the notice of registration of the LLP, along with such other documents as specified in section 19(1) of the Act where appropriate at the registered office of the LLP, which may be made available for inspection digitally and / or otherwise at the request of any of the Partners.

    2. Commencement, Business & Duration

      1. The LLP is registered as a special purpose vehicle for the sole business purpose of holding the shares (along with the rights attached thereto) which the Beneficial Partners are entitled to receive from the Issuer pursuant to the Investment Agreement, for and on behalf of the Beneficial Partners in proportion to their respective Investment Amounts (hereinafter referred to as the “Business Purpose”).

      2. The LLP may operate a bank account with the details as specified in Schedule (2) herein to be used for its Business Purpose. 

      3. The provisions of this Agreement are to take effect and apply to each individual Beneficial Partner upon the issuance and transfer of the Issuer’s shares to the LLP to be held for and on behalf of that Beneficial Partner, pursuant to the Investment Agreement. 

    3. Holding of Investor's Shares

      1. The shares issued and transferred by the Issuer to the LLP (along with any rights attached thereto) pursuant to the Investment Agreement shall be strictly held by the LLP for and on behalf of the Beneficial Partners in proportion to their respective Investment Amounts. 

      2. In that regard, the LLP shall at all times act in accordance with its Business Purpose and to effect the rights and entitlement of the Beneficial Partners as the beneficial shareholders of the Issuer’s shares in accordance with Clause 3 below. 

  2. PARTNERSHIP UNITS

    1. The Beneficial Partners’ beneficial shareholding in the Issuer pursuant to the Investment Agreement are represented in the form of partnership units in the LLP (as set out in Schedule (1) herein) in proportion to their respective Investment Amounts (hereinafter referred to as the “Partnership Units”), with each Partnership Unit representing one unit of shares in the Issuer.  

    2. The Compliance Officer shall maintain a register of the Partnership Units which shall be made available for inspection by the Partners digitally and / or otherwise as determined by the Compliance Officer (hereinafter referred to as the “Register of Partnership Units”).

    3. The Compliance Officer shall update the Register of Partnership Units where necessary to reflect any change in the details of the Partners and / or in the beneficial shareholding in the Issuer held by the Beneficial Partners or any other person(s) who subsequently become Beneficial Partners.

    4. For the avoidance of doubt, the Register of Partnership Units shall represent the primary and determinative record of the effective status and rights of the Beneficial Partners notwithstanding the Companies Commission of Malaysia’s register and returns lodged in respect of the LLP. 

  3. PARTNERS' RIGHTS

    1. Returns & Proceeds

      1. The Beneficial Partners shall receive a right to any returns, proceeds and / or benefits including but not limited to returns in the form of monies, dividends, interest, distribution and / or otherwise which the Beneficial Partners are entitled to receive pursuant to their beneficial shareholding in the Issuer and in proportion to their respective Partnership Units.

    2. Distribution

      1. Such returns, proceeds and / or benefits as stipulated in Clause 3.1.1. above shall be distributed by the LLP to the individual Beneficial Partners in proportion to their respective Partnership Units as soon as practicable upon the LLP’s receipt of the same and subject to compliance with any legal and / or regulatory requirements of the LLP. 

      2. The Issuer shall bear all bank charges and taxes payable in respect of such distribution. 

      3. Notwithstanding Clauses 3.2.1. and 3.2.2. above and subject to the approval of the Compliance Officer, the Beneficial Partners may opt to receive the distribution of any such returns, proceeds and / or benefits as stipulated in Clause 3.1.1. above directly from the Issuer without going through the LLP by giving prior written notice to the Compliance Officer of their intention to do the same and subject to the approval of the Compliance Officer who may determine the method and procedure of which such distribution and / or communication with the Issuer is to be carried out. 

      4. In the event the Beneficial Partners opt to receive such distribution directly from the Issuer in accordance with Clauses 3.2.3. above, the Beneficial Partners shall be deemed to acknowledge and consent to the LLP’s disclosure of any personal information and / or banking account details of the Beneficial Partners to the Issuer in order to effect such distribution and the LLP and the Compliance Officer shall not be held responsible in any manner for the correct distribution from the Issuer directly to the Beneficial Partners.

  4. OPERATION & GOVERNANCE

    1. Partners Duties & Restrictions

      1. Each Partner shall at all times:

        1. Act in accordance with the terms of this Agreement and comply with any legal, financial, regulatory and / or any other requirements necessary to give effect to this Agreement and for the conduct of the Business Purpose of the LLP.

        2. Act in good faith and honesty towards the LLP and the other Partners on all matters pertaining to this Agreement and the conduct of the Business Purpose of the LLP.  

        3. Ensure that the personal information and details of that Partner as specified in Schedule (1) of this Agreement are true, accurate and complete.

        4. Bear full responsibility to notify the Compliance Officer immediately (and in any event, no later than three (3) business days) upon discovery of any false, outdated, misleading and / or inaccurate information pertaining to the Partner on the Platform, the Register of Partnership Units or otherwise, or in the event there are any changes in the personal particulars / details of the Partner which have not been so reflected.

        5. Cooperate with the Compliance Officer in the fulfillment of his duties and obligations under the Act and on all other matters pertaining to this Agreement and the conduct of the Business Purpose of the LLP.

        6. Immediately notify the Compliance Officer in the event a court order has been obtained against the Partner or where the Partner becomes aware of any potential or ongoing bankruptcy, winding-up and / or any other legal proceedings which involve the Partner and / or the LLP. 

        7. Not participate or represent the LLP in any business, venture, activity and / or endeavour which are contrary or intended to frustrate and / or circumvent this Agreement and / or the Business Purpose of the LLP. 

    2. Decision Making

      1. Each Beneficial Partner shall be entitled to vote and / or exercise any other rights arising from their beneficial shareholding in the Issuer as if that Beneficial Partner was a direct shareholder in the Issuer, subject to any restrictions and the overriding terms of offer as set out in the Term Sheet and the Investment Agreement.

      2. The Beneficial Partners shall not be entitled to participate, vote and / or exercise any decision-making power in respect of the management and affairs of the LLP and / or its Business Purpose. 

      3. Any voting by the Partners’ shall be based on:

        1. A majority in number of the Partners based on a show of hands at a meeting; OR

        2. A majority in total percentage of Partnership Units based on a poll called by any of the Partners present at a meeting.

      4. A vote carried by a majority in total percentage of Partnership Units shall prevail over a vote carried by a majority in number of the Partners.

      5. The rules and procedures to govern and regulate any meetings by the Partners shall be determined by the Compliance Officer, who may determine that any such meetings by the Partners be held digitally or online. 

  5. COMPLIANCE OFFICER

    1. The person(s) specified in Schedule (3) of this Agreement shall be the appointed Compliance Officer(s) of the LLP pursuant to section 27 of the Act and shall be responsible for carrying out all things required in respect of the LLP under the Act. 

    2. In the event the Compliance Officer ceases to act or is otherwise prevented, unable and / or disqualified from acting in that capacity, the Registration Partners shall vote on the appointment of a new Compliance Officer, otherwise the Registration Partners shall be deemed to be the Compliance Officers of the LLP until such appointment takes place.   

    3. Within fifteen (15) business days from the date of registration of the Issuer’s shares in the name of the LLP, the Compliance Officer may issue a physical and / or electronic certificate to the individual Beneficial Partners setting out the following information: 

      1. The Beneficial Partner’s full name and address. 

      2. The LLP’s registered name, registration number and registered address. 

      3. The Beneficial Partner’s identity number in respect of the LLP.

      4. The Beneficial Partner’s beneficial shareholding in the Issuer, Investment Amount and Partnership Units.  

    4. The Compliance Officer shall be entitled to a management fee in respect of its services to be borne by the Issuer, unless waived in writing by the Compliance Officer. The Compliance Officer shall also be reimbursed by the Issuer for any disbursements or out-of-pocket expenses incurred by the Compliance Officer in the course of its duties pursuant to this Agreement. 

  6. TRADING OF PARTNERSHIP UNITS

    1. To the extent permitted by law and subject to any terms, procedure and / or restrictions as may be imposed by the Compliance Officer, the Beneficial Partners may from time to time agree upon a platform, mode, procedure and / or market to allow and facilitate the trade, assignment, transfer and / or disposal of their respective Partnership Units whether as between the Beneficial Partners or as between the Beneficial Partners and a Registration Partner or any third party.

    2. The recipient of the Partnership Units pursuant to such trade, assignment, transfer and  or disposal in accordance with Clause 6.1. above shall be deemed to become a Beneficial Partner and be subject to such obligations, rights and / or  restrictions as imposed by this Agreement.

  7. AMENDMENTS AND SEVERABILITY

    1. Any variation, amendment and / or waiver of any of the terms, rights and / or obligations  contained in this Agreement shall only be made with the written consent by both Parties. 

    2. If at any time any provision of this Agreement is held to be illegal, void, voidable and / or unenforceable, that provision shall be read down to the extent necessary to ensure that the same is not so illegal, invalid, void, voidable and / or unenforceable and / or is to be severable without affecting the validity or enforceability of the remaining provisions of this Agreement.  The Parties shall thereupon negotiate in good faith to amend or vary the Agreement as necessary. 

  8. TIME

    1. Time wherever mentioned in this Agreement shall be of the essence. 

  9. INDEMNITY

    1. The Beneficial Partners hereby agree to indemnify and hold harmless the LLP, the Registration Partners and the Compliance Officer against any claims, losses, damages, expenses and / or liabilities incurred by the Beneficial Partners and / or any third party arising from or in connection with: 

      1. Any non-compliance or breach by the Beneficial Partners of the terms of this Agreement. 

      2. The performance of this Agreement and / or the Business Purpose of the LLP except to the extent that such loss or damage was directly caused by any breach of trust, fraud and / or gross negligence by the Compliance Officer.

    2. In any event and without prejudice to Clause 9.1. above, the LLP, the Registration Partners and the Compliance Officer shall not be liable to the Beneficial Partners for any claims which exceed the Investment Amount of the respective Beneficial Partner.

  10. COSTS

    1. Each party shall bear their own costs and expenses incurred in respect of this Agreement.  

  11. NOTICE

    1. Any notice under this Agreement shall be in writing in the English Language and shall be deemed to be sufficiently given if the same is addressed and sent to any party by way of registered post and / or email. 

  12. ENTIRE AGREEMENT

    1. This Agreement contains the entire understanding and agreement between the Parties as to its subject matter and replaces and supersedes any previous agreements, representations, warranties, commitments and / or understandings between the Parties, expressed or implied, which are not specifically provided for in this Agreement. 

  13. GOVERNING LAW

    1. This Agreement is governed by and is to be construed in accordance with the laws of Malaysia. The Partners irrevocably and unconditionally submit to the jurisdiction of the Courts of Malaysia. 

  14. DEATH OR LIQUIDATION

    1. Upon the death / liquidation of a Beneficial Partner, the said Beneficial Partners’ Partnership Units (and the rights attached thereto) may be transferred to any person or entity legally entitled to inherit the said Beneficial Partner’s beneficial ownership of the shares in the Issuer.

    2. The Beneficial Partners shall also be entitled to nominate specific beneficiaries in respect of their respective Partnership Units (and the rights attached thereto) in that regard.

  15. DATA PROTECTION

    1. For the purposes arising from and / or in connection with the performance of this Agreement and the Business Purpose of the LLP, the Partners hereby give their authorisation and consent pursuant to the Personal Data Protection Act 2010 to the collection, processing and / or disclosure of the Partners’ personal information and details (including but not limited to the details as specified in Schedule (1) of this Agreement herein) by the Compliance Officer and / or the Operator in accordance with the Privacy Policy as stated on the Platform. 

    2. In addition, the Partners hereby recognise and give their authorisation and consent pursuant to the Personal Data Protection Act 2010 to the disclosure of such personal information and details by the Compliance Officer to its affiliates or partners which it contracts with or employs in connection with the LLP’s Business Purpose, the Operator and its representatives, any other users of the Platform where appropriate, any prospective or new Compliance Officer, any prospective purchaser of the Partnership Units or the LLP’s shares where appropriate and their professional advisors, any credit reporting agency, tax, statutory or regulatory authority and / or any other party required by law. 

  16. NOTICE

    1. Knowledge or acquiescence by any of the Partners of any non-compliance / breach of any of the terms, representations and / or obligations contained in this Agreement shall not operate as or be deemed to be a waiver of the same. Notwithstanding such knowledge or acquiescence, each Partner shall be entitled to exercise his respective rights under this Agreement and to require strict performance by the other Partners of its terms, representations and / or obligations herein. No single or partial exercise of any right, power or privilege by any Partner shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

  17. BINDING AGREEMENT

    1. This Agreement shall be binding on each of the Partners and their respective heirs, successors-in-title, estate and / or personal representatives.

 

Schedule 1

Registration Partners of the LLP (as at the date of registration of the LLP):

NO

FULL NAME

IDENTITY NO

PARTNERSHIP SHARES

 BENEFICIAL SHAREHOLDING IN THE ISSUER

1

Elain Binti Lockman

 

0.0

  

2

Aimi Aizal Bin Nasharuddin

 

0.0

  

Beneficial Partners of the LLP (as may be updated from time to time):

NO

FULL NAME

IDENTITY NO

PARTNERSHIP SHARES

 BENEFICIAL SHAREHOLDING IN THE ISSUER

1

 

 

  

2

 

 

  

 

*Total shares in the Issuer held by the LLP for and on behalf of the Partners = _____*

 

Schedule 2

Property of the LLP

NO

PROPERTY

DETAILS

1

Bank Account

  • Bank Name : TBD
  • Account Holder : TBD
  • Account Branch : TBD

Schedule 3

Compliance Officer(s) of the LLP

  • Richard George Azlan Bin Abas
  • Noriah Binti Ahmad