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SAMPLE- INVESTOR AGREEMENT

An Agreement made on the day of

Between ….. (NRIC NO: …) of … (hereinafter called "the Promoter") of the one

part And

….. (COMPANY REGISTRATION NUMBER: …)., a company incorporated in

Malaysia and having its registered office at …… (hereinafter called "the Investor")

of the other part.

WHEREAS

1.The Promoter is in full control of a company known as …. (COMPANY

REGISTRATION NUMBER ) (hereinafter called "the Company") and has the

influence, capacity and capability of ensuring the transfer of a piece of land held

under …. having an area of approximately …. acres (hereinafter called "the said

Property") to the Company.

2.The Promoter has represented to the Investor that:-

(a)the said Property is in the process of being transferred to the Company.

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(b)after the said Property has been transferred to the Company, the Company shall

undertake the development of the said Property into a mixed development of

residential commercial and small industrial buildings.

3.The Promoter has invited the Investor to subscribe for thirty five percentum

(35%) of the shares in the Company upon the terms and conditions hereinafter

appearing.

NOW THIS AGREEMENT WITNESSETH as follows:-

CLAUSE ONE

CONSIDERATION FOR PROMOTER'S GUARANTEE, COVENANTS AND

UNDERTAKINGS

1. In consideration of a payment of Ringgit Malaysia …. (RM……..)

(the Payment) only on execution of this agreement by the Investor to the

Promoter as agent for and on behalf of the Company (the receipt whereof the

Promoter hereby expressly acknowledges) the Promoter hereby expressly

guarantees, covenants and undertakes the following to the Investor:-

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(i)the allotment of thirty five percentum (35%) of the shares in the Company free

from all charges liens and encumbrances; and/or

(ii)the sale of thirty five percentum (35%) of the shares in the Company free from

all charges, liens and encumbrances from a shareholder(s) of the Company

upon fulfilment of the conditions precedent in Clause 2 within the Conditional

Period or Extended Conditional Period as the case may be;

(iii)that the allotment and/or sale of thirty five percentum (35%) of the shares in

the Company to the Investor shall not exceed Ringgit Malaysia …. (RM….) (the

Share Consideration);

(iv)that the Investor shall be given a period of ninety (90) days to pay the Share

Consideration (the Completion Date) with an additional period of thirty (30) days

(the Extended Completion Date) to pay the same subject to payment of interest at

the rate of eight percentum (8%) per annum calculated on daily rests on any part

of the Share Consideration remaining unpaid;

(v)that payment of the Share Consideration shall be paid first to the Investor's

Solicitors Messrs ….within the Completion Date or Extended Completion Date in

exchange for:-
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(a)the Share Certificate(s) of the Company representing thirty five percentum

(35%) of the shares in the Company with the Investor's name or its nominee

endorsed/registered;

(b)the original resolutions of the Board of Directors of the Company

irrevocably appointing the Investor's nominee to the Board of Directors of the

Company and as a co-signatory of all cheques issued by the Company;

(vi)that the Share Consideration can be released to the Company or the

Shareholder/Vendor upon the expiry of fourteen (14) days from the date of

receipt of the documents in (v)(a) and (b) above; and

(v)the fulfillment of the conditions precedent in Clause 2.

CLAUSE 2

CONDITIONS PRECEDENT

2.(a) The Payment in Clause 1 is strictly conditional upon the following

(hereinafter collectively called "the conditions precedent") being fulfilled and

successfully carried out within a period of six (6) months from the date of this
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agreement (hereinafter called the "Conditional Period") by the Promoter namely:-

the said Property shall be transferred to the Company within the Conditional

Period:-

(i)free of all encumbrances liens, charges and with vacant possession;

(ii)with its category of land use as "rumah, bangunan dan industri kecil";

(iii)with all conversion premiums and up to date quit rent fully paid; and

(iv)with no other restrictions in interest endorsed on the issue document of title to

the said Property other than the existing conditions as made known to the Investor.

2.(b) It is expressly agreed between the Promoter and Investor that if the above

conditions precedent are not fulfilled within the Conditional Period, an

automatic extension of a further period of one (1) month from the expiry of the

Conditional Period shall be granted to fulfill the conditions precedent

(hereinafter called "the Extended Conditional Period").

2.(c) In the event the conditions precedent are not fulfilled by the Extended
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Conditional Period and no further extension is mutually agreed upon between the

Promoter and the Investor to fulfill the same within fourteen (14) days, this

agreement shall be terminated and the Payment shall be refunded together with

interest at the rate of eight percentum (8%) per annum [calculated from the date

of this agreement to the date of full refund] to the Investor by the Promoter

personally and notwithstanding anything contained in this agreement within seven

(7) days and neither party shall have any claim(s) against the other save for any

antecedent breach of this agreement (if any).

2.(d) The allotment and/or sale of thirty five percentum (35%) of the Shares in

the Company upon the terms guaranteed, covenanted and undertaken by the

Promoter in Clause 1 shall take place within seven (7) days after the fulfilment of

the conditions precedent.

CLAUSE 3

PROMOTER'S REPRESENTATIONS AND WARRANTIES

3.(i) The agreement is entered into by the Investor strictly and in full

reliance on the following representations and warranties (which shall where

applicable remain in full force and effect until the completion of the allotment

and/or sale of thirty five percentum (35%) of the Shares in the Company to the

Investor) by the Promoter:-

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(a)he is in full control of the Company and has the influence, capacity and

capability of ensuring the transfer of the said Property to the Company;

(b)the said Property is in the process of being transferred to the Company and

the Promoter is able to fulfill its guarantees, covenants and undertakings in Clause

1;

(c)after the said Property has been transferred to the Company, the Company shall

undertake the development of the said Property into a mixed development of

residential commercial and small industrial buildings;

(d)the Investor or its nominee(s)'s proportion of shareholding (thirty five per

centum (35%)) in the Company shall be maintained from the date of this

agreement until after the Investor has become the shareholder of thirty five

percentum (35%) of the Company;

(e)full disclosure of all material facts which would affect the decision of any

investor to invest in the Company shall from time to time be made to the

Investor;
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(f)the Company has not entered into any contract or commitment of an unusual

or onerous nature and are not in default in relation to any matter which is material

in the context of the issue of any shares of the Company under any agreement to

which it is bound and no material litigation arbitration or administrative

proceedings against the Company are presently current or pending in Malaysia or

elsewhere and further the Promoter is unaware of any evidence information or

facts likely to give rise to any such default litigation arbitration or

administrative proceedings;

(g)that no circumstances or situations have arisen which is or are likely to

adversely affect the condition of the Company, financial or otherwise, or the

earnings, affairs or business prospects of the Company or to so affect the success

of the issue and offering of the shares which has not been disclosed to the Investor

and that no information has been withheld from the Investor which may in any

way affect its decision to subscribe for the said proportion of shares;

(h) the Promoter will cause to be given to the Investor any or all information which

the Investor may reasonably need or require affecting the issue and allotment of

the shares of the Company and the accounts or affairs of the Company;

(i)forthwith notify the Investor of any facts or information or situations or

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circumstances which may adversely affect the success of the issue and offering of

the shares of the Company and in particular and without prejudice to the

generality of the foregoing of any material change affecting any of the aforesaid

representations warranties or agreements at any time prior to the expiry of the

Completion Date or the Extended Completion Date as the case may be and take

such steps as may be reasonably requested by the Investor to remedy the same.

(j) he has the authority to enter into this agreement with the Investor and to carry

the terms hereof into effect and has or will take all necessary and other action to

authorise his entry into and execution of this agreement and the performance of

the terms hereof; and that this agreement constitutes legal, valid and binding

obligations of the Promoter and the Company;

(k) he has no outstanding commitments or obligations contractual or otherwise

which would impede his ability and right to enter into this agreement and/or fulfill

his obligations hereunder, or which would impede the ability of the Company to

fulfill its obligations.

(l)upon the completion of its allotment and/or sale of thirty five percentum

(35%) of the Shares in the Company to the Investor, the Promoter shall cause the

shareholders of the Company to enter into a Shareholders Agreement, with

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each other to manage the Company and to ensure that the business of the

Company shall be conducted in the best interest of the Company;

(m)he shall execute and do and procure all other necessary persons or companies,

if any, to execute and do all such further acts and things as may be reasonably

required so that full effect may be given to the terms and conditions of this

agreement.

3.(ii) Upon any breach of the said representations or warranties or any failure to

perform any of the obligations herein or any change rendering any of the

said representations and/or warranties inaccurate in any material respect

coming to the notice of the Investor prior to the expiry of the Conditional

Period, Extended Conditional Period, Completion Date or the Extended

Completion Date as the case may be and such breach, failure or change is not

remedied by the Promoter forthwith within such reasonable time as the

circumstances may require upon receipt of a notice in respect thereof given by

the Investor, the Investor shall be entitled (but not bound) by notice in writing to

the Promoter and the Company to elect to treat such breach failure or change as

releasing or discharging it from its obligations hereunder PROVIDED THAT the

Promoter shall remain liable for the full refund of the Payment together with

interest as hereinabove provided AND PROVIDED FURTHER THAT failure to make

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such election as aforesaid shall be without prejudice to the right of the Investor to

claim for any other loss or damage suffered by the Investor as a result of such

breach by the Promoter and/or to treat any further or other breach failure or

change as releasing and discharging the Promoter from his obligations as

aforesaid.

CLAUSE 4

PROMOTER'S INDEMNITY

4.1 The obligation of the Investor to subscribe for thirty five percentum

(35%) of the Shares in the Company is undertaken on the basis of the aforesaid

representations and warranties. Without prejudice to the other rights and

remedies of the Investor, the Promoter undertake with the Investor that he will

hold the Investor fully and effectually indemnified from and against any and all

losses liabilities costs claims charges actions proceedings damages expenses or

demand which the Investor may incur or which may be made against the Investor

as a result of or in relation to, any misrepresentation or alleged breach of any of

the aforesaid representations and warranties and such indemnity shall extend to

include but not limited to all costs charges and expenses which the Investor may

reasonably pay or incur in disputing or defending any claim or action or other

proceeding in respect of which indemnity may be sought against the Promoter

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under this clause.

4.2 The rights and remedies conferred upon the Investor by the

aforesaid representations warranties and indemnities shall continue in full

force and effect notwithstanding completion of the allotment of the said

proportion of shares .

CLAUSE 5

CONFIDENTIALITY

The parties hereto covenant and undertake with each other that

they (including their servants and agents) shall keep confidential any information

disclosed by one party to the party in furtherance of this Agreement, or during

the negotiations hereof, shall remain confidential, and shall not disclose or

publish whether directly or indirectly to any person, body, organisation or party

any confidential information in whole or in part that comes to their knowledge in

the course of effecting the purpose and business herein contemplated except in

circumstances where such disclosure is required by law or strictly for the

purpose of obtaining necessary consents or authorizations from the Malaysian

Government Authorities. The parties further covenant and undertake during the

term of this Agreement to keep such information confidential and shall not use
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the same for any purpose other than for the business operation of the Company. This

confidentiality clause shall survive the termination of this agreement.

CLAUSE 6

COSTS OF THIS AGREEMENT

Each party shall bear their own costs (including solicitors fees) incidental to the

preparation and stamping of this agreement.

CLAUSE 7

MISCELLANEOUS

7.(i) This agreement shall be read and construed according to and shall be

governed by the laws of Malaysia and the parties hereto agree to submit to the

jurisdiction of the Malaysian Courts.

7.(ii) All correspondences between the parties and the language of this

agreement shall be in English.

7.(iii) The subject headings of the clauses or paragraphs of this agreement are

included for the purpose of convenience only and shall not affect the
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construction or interpretation of any of its provision and the parties shall make

the necessary effort to remove any discrepancy which is discovered.

7.(iv) In the event of any ambiguity or conflict arising between the terms of this

agreement and those of the Memorandum and/or Articles of Association of the

Company, the terms of this agreement shall prevail.

CLAUSE 8

WAIVER

8. Knowledge or acquiescence by either party hereto of or in any

breach of any of the conditions or covenants herein contained shall not operate as

or be deemed to be waiver to such conditions or covenants or any of them and

notwithstanding such knowledge or acquiescence each party hereto shall be

entitled to exercise their respective rights under this agreement and to require

strict performance by the other of the terms and conditions herein.

CLAUSE 9

TIME

9. Time whenever mentioned shall be the essence of this agreement.

CLAUSE 10

NOTICE
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10. Any notice required to be served shall be in writing by the party

serving such notice or its solicitors and shall be sufficiently served on the party to

whom the said notice is served if the same is sent by fax or registered mail to

or left at the last known address of the parties hereto or their Solicitors in Malaysia.

A notice so sent shall be deemed to have been so delivered and served as in the

ordinary course of a facsimile transmission and post.

CLAUSE 11

SUCCESSORS BOUND

11. This agreement shall be binding upon the successors-in-title

legal representative, administrators, nominees and assigns of the parties hereto.

CLAUSE 12

CONSTRUCTION

12. In this agreement unless there is something in the subject or context

inconsistent with such construction or unless it is otherwise expressly provided:-

(a)the expression "the Promoter" and "the Investor"

shall include the respective successors legal representatives and assigns of the

Promoter and the Investor and where two or more persons are included in any of
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the aforesaid expression this agreement binds such persons jointly and

severally;

(b)words importing the masculine gender only include the feminine and neuter

genders;

(c)words importing the singular number only include

the plural and vice versa; and

(d)words applicable to human being include any body of persons corporate or

unincorporate.

THE REMAINING SPACE HAS BEEN LEFT BLANK INTENTIONALLY.

 IN WITNESS WHEREOF the parties hereto have hereunto

set their hands the day and year first above written.

Signed by the Promoter )

in the presence of :- )

Signed by )

for and on behalf of )

……………………………… )

in the presence of :- )