SHAREHOLDERS’ AGREEMENT - CrowdPlus.Asia

1 DATED BETWEEN The Persons / Company Referred to in Part A of Schedule 1 (the Investor(s) ) AND The Persons / Company Referred to in Part B of Schedule 1 (the Promoters ) AND The Company Referred to in Item 1 of Schedule 2 (the Company ) SHAREHOLDERS AGREEMENT Shareholders AGREEMENT Polyseed SSD Sdn Bhd . TABLE OF CONTENTS RECITALS 1 1. DEFINITIONS AND INTERPRETATION 1 2. OBJECTIVE 5 3. CONDITIONAL AGREEMENT 5 4. MEMORANDUM AND ARTICLES OF ASSOCIATION 5 5. REPRESENTATIONS AND WARRANTIES 5 6.

2 MANAGEMENT OF THE COMPANY 7 7 SHAREHOLDERS MEETINGS 8 8. RESERVED MATTERS 9 9. UNDERTAKINGS 9 10. LISTING 11 11. ALLOTMENT OF NEW SHARES 11 12. TRANSFER OF SHARES 11 13. DIVIDEND 12 14. CONFIDENTIALITY 12 15. NON-COMPETITION 12 16. DURATION 13 17. NOTICES 13 18. REMEDIES 14 19. ASSIGNMENT 14 20. FURTHER ACTS 14 21. SEVERANCE 14 22. AMENDMENT AND VARIATION 14 23. NO WAIVER 15 24. GOVERNING LAW AND JURISDICTION 15 25. COSTS AND EXPENSES 15 26. NO PARTNERSHIP INTENDED 15 27. TIME OF ESSENCE 16 28. SUCCESSORS AND ASSIGNS 16 29.

3 EXECUTION IN COUNTERPARTS 16 SCHEDULE 1 19 DETAILS OF THE INVESTORS & THE PROMOTER(S) 19 SCHEDULE 2 20 DETAILS OF THE COMPANY 20 SCHEDULE 3 21 RIGHTS OF THE RCPS 21 SCHEDULE 4 23 LIST OF RESERVED MATTERS 23 SCHEDULE 5 24 ACCESSION AGREEMENT 24 SCHEDULE 6 27 COMMUNICATION DETAILS OF THE PARTIES 27 Shareholders AGREEMENT Polyseed SSD Sdn Bhd 1 THIS AGREEMENT is dated and is entered into BETWEEN:- (1) THE PERSONS / COMPANY REFERRED TO IN PART A OF SCHEDULE 1 (collectively referred to as Investors and individually referred to as Investor ).

4 (2) THE PERSONS / COMPANY REFERRED TO IN PART B OF SCHEDULE 1 (collectively referred to as the Promoters and individually referred to as the Promoter and which reference shall be deemed to include and be binding upon the successors-in-title, administrators, receivers and managers, liquidators, heirs, personal representatives and permitted assignees of each of them); AND (3) THE COMPANY REFERRED TO IN ITEM 1 OF SCHEDULE 2 (the Company ). (The Investor(s), the Promoter and the Company are hereinafter collectively referred to as Parties and Party refers to any one (1) of them, as the context may require.)

5 RECITALS (A) The Company is a private company with its liability limited by shares incorporated in Malaysia on the date as set out in Item 2 of Schedule 2 under the Companies Act 1965. The details of the Company are more particularly set out in Schedule 2 of this AGREEMENT . (B) The Investors wish to proceed with the subscription of such number of redeemable convertible preference shares ( RCPS ) in the Company, as provided in the respective tables in Part A of Schedule 1 of this AGREEMENT upon the terms and subject to the conditions of this AGREEMENT .

6 OPERATIVE PROVISIONS 1. DEFINITIONS AND INTERPRETATION All defined terms in this AGREEMENT shall have the following meanings: Accession AGREEMENT has the meaning ascribed to it in Clause ; Act means the Companies Act 1965 of Malaysia; Articles means the Articles of Association of the Company as amended from time to time; Audited Accounts means the audited accounts of the Company (on a consolidated basis where relevant) for the relevant financial periods including the balance sheet and profit and loss accounts for such relevant financial periods and any reports, notes, statements or documents attached thereto; Auditors means the auditors of the Company as appointed by the Board; Board means the board of directors of the Company.

7 Business means the business of the Company as particularly detailed in Item 3 of Schedule 2; Business Day means a day except a Saturday, Sunday or public holiday (gazetted Shareholders AGREEMENT Polyseed SSD Sdn Bhd 2 or ungazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for business in Kuala Lumpur, Malaysia; Directors means the directors of the Company and Director shall mean any of them; Financial Year means the financial year of the Company ending 30th April; Intellectual Property Rights means any and all intellectual and industrial property and proprietary rights throughout the world, including, without limitation, rights in respect of, or in connection with: (a) copyright (including future copyright) and rights in the nature of or analogous to copyright; (b) inventions and discoveries; (c) patents and patent applications; (d) trade marks and service marks.

8 (e) copyright (including future copyright) and rights in the nature of or analogous to copyright; (f) inventions and discoveries; (g) patents and patent applications; (h) trade marks and service marks; (i) copyright (including future copyright) and rights in the nature of or analogous to copyright; (j) inventions and discoveries; (k) patents and patent applications; (l) trade marks and service marks; (m) industrial designs, integrated circuit layouts and processes; (n) technology; (o) trade secrets, compositions of matter and formulae; (p) know-how, improvements and ideas; (q) confidential information related thereto; (r) indication of source or appellation or origin and geographical indicators; and (s) models for utilisation and model rights.

9 Whether or not now existing and whether or not registered or registrable and including any right to apply for the registration of such rights and protection, and includes all renewals and extensions, as well as any other form of protection provided by law for inventions, models or technical information, including copyright to software and publications; Liquidation Event means (a) dissolution or winding up of the Company; (b) distribution in specie of the assets of the Company; or (c) a consolidation or merger of the Company or sale of all or substantially all of its assets will be deemed to be a liquidation or winding up for purposes of the liquidation preference; Memorandum means the Memorandum of Association of the Company as amended from time to time; MPERS means the Malaysian Private Entities Reporting Standard (MPERS) as issued by the MASB in respect of its application in Malaysia.

10 Ordinary Shares means the ordinary shares of the Company of each; Prescribed Period has the meaning ascribed thereto in Clause ; Shareholders AGREEMENT Polyseed SSD Sdn Bhd 3 Public Authorities includes:- (a) any government in any jurisdiction, whether federal, state, provincial, territorial or local; (b) any minister, department, officer, commission, delegate, instrumentality, agency, board, committee, statutory authority or body or organisation in which any government is interested; (c) any non-government regulatory or supervisory authority, and (d) any provider of public utility services, whether or not government owned or controlled, and the expression Public Authority shall refer to any of them.