Annex : Partnership Agreement (Medplanner Sdn Bhd)

The Agreement

THIS DEED IS DATED 19th September 2018

The persons named in Schedule 1 as the Initial Partners of the limited liability partnership and such other or additional persons as are admitted as Partners of the limited liability partnership in accordance with this agreement and whose partnership of the limited liability partnership has not ceased in accordance with this agreement.

BACKGROUND

The Subscribing Partners have carried out investment activity on Ata Plus and have agreed to the terms offered in the Investment Agreement for an LLP to be the investment holding vehicle upon successful fundraising of the company party to the Investment Agreement.
The Partners have agreed to be bound by this agreement to set out the basis on which the LLP is to be organised and to regulate the rights and obligations of the Partners of the LLP.

AGREED TERMS

INTERPRETATION
1. The definitions and rules of interpretation in this clause apply in this agreement.
  
  Accounting Reference Date : 31 December or such other date as determined in accordance with this agreement.
  
  Act : the Limited Liability partnerships Act 2012 and any amendments to that Act.
  
  Auditors : Any auditors as may be appointed in accordance with this agreement.
  
  Bank : Bank as may be appointed in accordance with this agreement.
  
  Bankruptcy Act 2016 : the relevant provisions of the Insolvency Act 1986 (as amended), as are applied to LLPs in accordance with regulations made under the Act.
  
  Business : the profession, trade or business to be carried on by the LLP or any such other business determined in accordance with this agreement.
  
  Business Day : any day which is not a Saturday, a Sunday or a bank or public holiday in Malaysia.
  
  Custodian : Is the compliance officer as defined in LLP Act 2012. The custodian may hold any units or ownership in the LLP.
  
  Company : Referred to the Investee has engineered a product called “Medplanner Sdn Bhd Equity” (hereinafter referred to as “the Products”) and through the ECF platform has advertised their company business plan and/or the Products and is desirous to raise funds for its business to achieve the fundraising amount targeted.
  
  ECF Platform : Ata Plus Sdn Bhd is a registered and licensed electronic facility operator (hereinafter referred to as “the Operator”) that provides an online platform for equity crowdfunding services to approved issuers and investors
  
  Leaving Date : a date on which an Outgoing Partner ceases or is deemed to cease to be a Partner of the LLP under this agreement.
  
  Limited Liability Partnerships Act 2012 : the relevant provisions of the Limited Liability Partnerships Act 2012 (as amended), as are applied to LLPs in accordance with regulations made under the Act.
  
  LLP : the limited liability partnership registered under the name APC ELEVEN PLT with the registrar of limited liability partnerships with number LLP0017744-LGN. The LLP will be an investment holding vehicle.
  
  Investment Holding vehicle : An LLP holding issued shares on behalf of investors of Medplanner Sdn Bhd, who have invested into Company through ECF Platform.
  
  Liquidity Event : The merger, purchase or sale of a corporation or an Initial public offering. A liquidity event is a typical exit strategy of a company, since the liquidity event typically converts the ownership equity held by a company's founders and investors into cash.
  
  Partners : the Initial Partners and such other or additional persons as are admitted as Partners of the LLP in accordance with this agreement and whose partnership of the LLP has not ceased in accordance with this agreement.
  
  Registered Office : The registered office of the LLP (4800-3-2 Jalan Perdana, Cyberjaya, Selangor 63000 Malaysia).
  
  Outgoing Partner : Any person who ceases to be a Partner of the LLP for any reason.
  
  Blockchain : A blockchain is a public ledger of all transactions that have ever been executed using the blockchain ledger. It is constantly growing as 'completed' blocks are added to it with a new set of recordings. The blocks are added to the blockchain in a linear, chronological order.
  
  Partnership Unit/Shares : A unit assigned to Partners of LLP in proportion to respective investment size. Partnership Units represent Partners’ indirect shareholding in the underlying company. Partnership Units/Shares can be represented by Tokens on a blockchain ledger.
  
  Token : refers to cryptographically secured information saved on the blockchain using the COLU blockchain protocol, which represent LLP Partners’ ownership rights in the LLP.
  
  Wallet : refers to software made available by Ata-Plus used for storing a Partners’
  tokens and access keys.
LLP SETUP
1. Registration
  1. The Custodian shall keep the certificate of registration of the LLP issued by the registrar of companies at the registered office or online.
  2. The Custodian shall complete and deliver to the Companies Commission of Malaysia all necessary documents and fees to incorporate the LLP in accordance with the Act.
  3. The LLP shall keep the certificate of registration of the LLP issued by the registrar of companies at the Registered Office.
2. Commencement, Business & Duration
  1. The sole business purpose of the LLP is to hold shares in the name of investors, who have invested into Company through ECF Platform.
  2. The provisions of this agreement are deemed to have taken effect on completion of subscription.
  3. LLP shall cease to exist upon Liquidity Event and/or voluntary liquidation and/or termination as defined in this agreement.
3. LLP Property
  1. The shares transferred to the LLP upon successful fundraising as defined in the Investment Agreement on the ECF Platform will become the property of LLP.
  2. A Bank Account(s) registered with Malaysian Banks as defined by the Custodian.
4. Banking
  1. The Custodian may open one or more bank account(s) and/or digital wallets from time to time as may be required.
  2. All monies belonging to the LLP shall be paid promptly into the LLP’s account at the Bank for the credit of the LLP.
  3. All monies received by the LLP or any Partner on behalf of any client or third party shall be paid and delivered promptly to the client or third party into an appropriate client account in accordance with the rules or regulations of any professional or regulatory body, which may exercise relevant jurisdiction over the LLP.
5. Holding of Investor’s Shares
  1. Following the issue of Investor’s Shares in the name of the LLP, the LLP shall hold on the Investor’s behalf the Investor’s Shares and act on matters it believes to be in the best interest of the Investor taken together as a group including :
    1. Casting votes;
    2. Issuing or refusing to issue consents or approvals;
    3. Approving or declining to approve any exit transaction; and
    4. Taking or not taking any other actions to which the LLP is entitled by virtue of being the legal shareholder of the Investor’s Shares.
PARTNERSHIP UNIT REGISTRY
1. The Initial Partners [shall contribute OR have contributed] the total sum of investment made into Company in the proportions specified in the Investment Agreement.
2. The Partnership Unit registry will be maintained by the Compliance officer at the registered office and or online. This partnership unit register will have precedence and prevail over the register of limited liability partnerships maintained by SSM. The compliance officer will from time to time update the register of partners at SSM. This Update may consolidate many individual partners into one omnibus name in the SSM register. Ownership acquired by the Partners in the LLP is recorded in the Registry of Partners. Ownership in the LLP is represented by Partnership Unit(s) which will be allocated to Partners by the Custodian in accordance with the Term Sheet and Investment Agreement.
3. The Custodian maintains the partnership unit registry until the LLP ceases to exist.
4. New Partners will be bound by the Terms and Conditions set out in this agreement.
5. The Partners shall contribute any further capital which the Custodian determines as being required for the purposes of the LLP in accordance with:
  
  A. Instructions from the Custodian ; and
  B. The proportions in which the Partners are entitled to the profits of the LLP as set out in Section 4 of this Agreement.
PARTNER'S RIGHTS TO RETURNS
1. Returns & Proceeds
  1. Rights to returns represented in Partnership Units in the event when LLP receives any payout.
  2. Partner’s rights to returns are determined by the number of Partnership Units the partner holds in the LLP.
2. Distribution
  1. If the Company pays a cash dividend or makes a cash distribution to the holders of its shares, the LLP shall, as soon as practicable after receiving such dividend or distribution, distribute it to the Partners. The Company shall bear all bank charges and taxes in respect of the payment of dividends. Notwithstanding the foregoing, Parties agree that the Company may pay the dividends directly OR indirectly to the Partners (without the LLP receiving dividends on behalf of the Partners). The LLP shall not be responsible to see to the correct distribution of the dividends. If requested by the Company, the LLP shall furnish the bank account details of the Partners based on the information set out in the Partnership Units Registry.
  2. The Custodian upon receipt of funds must distribute to the Partners in a timely manner and fulfilling all the regulatory obligations.
  3. Any distributions must take into account all outstanding obligations.
OPERATION & GOVERNANCE
1. Partners Duties & Restrictions
  1. Each Partner shall at all times:
    1. comply with all legislation, regulations, professional standards and other provisions as may govern the conduct of the Business.
    2. show the utmost good faith to the LLP and the other Partners in all transactions relating to the Business and affairs of the LLP and give the LLP a true account of all such dealings;
    3. promptly give details to the Custodian of any changes to their personal particulars, which shall be notified to the registrar of companies under the Act;
    4. Inform the Custodian without delay on becoming party to any legal proceedings as may relate to The Partnership;
  2. Partners will NOT represent LLP in any business that contravenes the business as stated as the business of the LLP.
2. Decision Making
  1. This Partnership Agreement may be amended by the approval of a majority of Partners voting in a partner’s meeting.
  2. Voting at a partners meeting will be based upon a show of hands. One partner has one vote.
  3. In the event of a tie, the Chair of the meeting will have a casting vote.
  4. Any partner present can call for a poll for any reason. The poll decision will prevail over the show of hands.
  5. In a poll , partners have one vote for every share they have registered.
  6. Partners meetings can be held online.
  7. The compliance officer can set the rules and procedures for meetings from time to time.
3. Confidentiality
  1. Each Partner and outgoing partner undertakes that they shall not at any time use, divulge or communicate to any person, except to their professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the Business or affairs of the LLP or the other Partners which may have or may in future come to their knowledge and each of the Partners and outgoing partners shall use their reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
  2. For the purposes of clause 5.2.8, confidential information does not include information which:
    1. is or becomes generally available to the public other than as a result of disclosure by a Partner, an Outgoing Partner or their representatives or advisers contrary to their respective obligations of confidentiality; or
    2. is or becomes available to a Partner or an outgoing partner otherwise than pursuant to this agreement and free of any restriction as to its use or disclosure.
APPOINTMENT OF CUSTODIAN
1. A custodian shall be responsible for the doing of all acts, matters and things as required to be done under the LLP Act 2012 and the Limited Liability partnerships Regulations 2012 (‘LLP Regulations 2012’)
2. Obligations of Custodian
  1. The Partner acknowledges and expressly agrees that in certain circumstances it may be necessary for the Custodian not to take an action or fulfil an obligation set forth in this Agreement if precluded by a contractual arrangement with the Company which the Custodian has entered into in the belief that such contractual agreement is in the best interests of the Partner.
    1. The Custodian shall be entitled to regard an action as in the best interests of the Partner if it regards it as being in the best interest of the Partner and other such Partners as a group; and
    2. The Custodian shall be entitled to have regard only to the interests of the Partner and any other Partner in relation to the shares of the Company held by the LLP on their behalf.
  2. Within fifteen (15) Business Days of registration of the Investor’s Shares in the name of the LLP, the Custodian shall issue a certificate, which may be electronic to the Investor setting out the following information :
    
    A. LLP registered name and registration number; Partner's full name;
    
    B. Partner's Identity Number
    
    C. Partner's registered adress
    
    D. Amount of Shares
    
    E. Investor's Transaction ID
  3. The Custodian shall not be liable to the Partner, and hereby disclaims to the fullest extent permissible by law all liability, for :
    1. Any losses or damages resulting from or related to actions taken or omitted to be taken by the LLP in connection with matters contemplated by this Agreement except to the extent that such losses are the direct result of fraud on the part of the Custodian; and
    2. Any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
  4. Without prejudice to paragraph 6.3.2, in no event shall the Custodian be liable to the Partner for more than the total amount invested by the Partner in the shares of the Company pursuant to this Agreement.
  5. The Partner hereby warrants that the information set out in Schedule 1 are true, accurate and complete and that there are no material omissions. In the event of a change of such information, the Partner shall send the Custodian written notification of such change within three (3) Business Days of such change. The Partner acknowledges and accepts that the Custodian shall not be able to perform its obligations without the updated information and the Investor shall release the Custodian from all liabilities in the event the Custodian performs its obligations based on the outdated information.
  6. The custodian shall arrange for tax returns, audit, registration and compliance with any legal or regulatory requirements from time to time.
REPLACEMENT OF CUSTODIAN
1. The Partners may, at any time and entirely at its discretion, appoint any other person as a replacement Custodian (“New Custodian” ) provided that such New Custodian :
  1. Fulfils all the requirements of a compliance officer as stated in the LLP Act 2012
  2. Is able to perform the obligations of the Custodian under this Agreement and duties and liabilities as required to be done under the LLP act 2012 and the Limited Liability Partnerships Regulations 2012 (“LLP Regulations 2012”).
2. Upon a New Custodian’s acceptance of an appointment pursuant to paragraph 7.1 :
  1. The New Custodian shall be deemed the Custodian for all purposes of this Agreement, including without limitation, for receiving any Management Fee and for appointing a further New Custodian, provided that such New Custodian may choose to make communications and distributions pursuant to methods other than those set forth in this Agreement; and
  2. The departing Custodian shall cease to be the Custodian and shall no longer be bound by this Agreement.
MANAGEMENT FEE
1. As consideration for its service as a compliance officer of the LLP in relation to the Partnership Units and all other shares held pursuant to the Crowdfunding Exercise, the Custodian shall be entitled to fees (inclusive of Goods and Services Tax) (“Management Fee”), unless waived in writing by the Custodian. The Partners shall be responsible for paying the Custodian the Management Fee within seven (7) Business Days of written request by the Custodian. The Partners shall reimburse the Custodian for any disbursements incurred in the performance of its obligations under this Agreement.
TRADING OF PARTNERSHIP UNITS
1. The LLP may from time to time agree upon procedures or markets to allow the transfer and/or trading of their Partnership Units which could include the following, but not limited to :
  1. Tokens
    1. Partnership Units represented by blockchain Tokens may be transferred to the Partners’ wallets upon a successful fundraising campaign.
    2. Subject to restrictions set out as defined by the custodian, each Partner may assign partnership units to another Partner in the respective LLP or to another Ata Plus user. A Partner may not assign partnership rights before the Tokens representing these rights have been transferred to his or her Wallet.
    3. Assignment of Partnership Units may only be exercised via the ECF Platform and only if the transfer of respective Tokens to the Wallet of the assignee is complete.
    4. Upon the assignment of Tokens, all rights and obligations of the Partner relating to the assigned partnership units transfer to the assignee, who will become the Partner in the partnership.
    5. Each Partner accepts to be bound by the terms and conditions of the ECF Platform by accepting the transfer of a Token to his or her Wallet.
    6. If a Partner wants to assign a Partnership Unit, he or she must disclose the terms and conditions of such sale to the other Partners at least 3 days before such terms and conditions are made available to any other ECF Platform user.
DEATH OR LIQUIDATION
1. Upon the death of a Partner, the Partnership Units may be transferred to any person or entity legally entitled to inherit the shares.
2. In accordance with 10.1, the Partners may nominate specific beneficiaries from time to time.
DATA PROTECTION
1. For the purposes of this Agreement and in connection with the Partner’s use of the Platform and/or the LLP's acquisition, holding and disposal of the Partner's Partnership Units, the Custodian may disclose certain of the Partner's Personal Data to any of its affiliates or partners which it contracts with or employs in connection with the LLP’s provision of services (including those based in other jurisdictions), the Company and any person acting on behalf of the Company, to any other Platform Members for whom the LLP holds shares of the Company, to any tax, statutory or regulatory authority as required by such authority, to any New Custodian or prospective New Custodian, or to any prospective purchaser of the LLP’s Shares, and each of their their respective officers, employees and professional advisers. The Partner must ensure that the Personal Data set out in the Partner’s profile is correct and up to date.
GOVERNING LAW & DISPUTE RESOLUTION
1. This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Malaysia.
2. The parties irrevocably agree that the courts of Malaysia have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement, its subject matter or formation (including non-contractual disputes or claims).
3. Except as otherwise provided, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this agreement, shall be referred to and finally resolved by arbitration under the Malaysian High Court, which Rules are deemed to be incorporated by reference into this clause.
4. The limited liability partnership indemnifies each partner in respect of payments made and personal liabilities incurred by that partner :
  
  A. in the ordinary and proper conduct of the business of the limited liability partnership; and
  
  B. in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
5. This agreement replaces the DEFAULT PROVISIONS FOR LIMITED LIABILITY PARTNERSHIPS Schedule 2 of the act.

Schedule 1

Initial partners of the LLP

NO	FULL NAME	IDENTITY NO	PARTNERSHIP SHARES
1	Elain Binti Lockman		0.0
2	Aimi Aizal Bin Nasharuddin		0.0

Schedule 2

Property of the LLP

PROPERTY

DETAILS

Bank Account

Bank Name :
Account Holder :
Account Branch :

Shares

XXXX fully paid ordinary shares in Medplanner Sdn Bhd (Company No.1252735-W)

Schedule 3

Custodians of the LLP

Richard George Azlan Bin Abas
Noriah Binti Ahmad