DATED THE [ ] DAY OF [ ]

BETWEEN

GREEN HAPPY BUDS SDN. BHD.

(Incorporated in Malaysia)
(Company No. 202301002162 (1496081-U))
(“Company”)

AND

The Persons / Company(ies) referred to in Item 7 of the First Schedule

(“Investor(s)”)

SUBSCRIPTION AGREEMENT FOR PREFERENCE SHARES

IN
GREEN HAPPY BUDS SDN. BHD.
(Company No. 202301002162 (1496081-U))

Prepared by:

MESSRS. LEE LAM & TAN

ADVOCATES & SOLICITORS
No. 14B, Level 2, Jalan SS21/62
Damansara Utama, 47400, Petaling Jaya
Selangor
Tel: 03-7732 1188
Fax: 03-7732 1199
Email: [email protected]

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 Subscription Agreement for Preference Shares 1

THIS AGREEMENT is made on the date set out in the Item 1 of the First

Schedule. BETWEEN:-

1. GREEN HAPPY BUDS SDN. BHD. (Company No. 202301002162 (1496081-U)), a private
company limited by shares duly incorporated and existing under the laws of Malaysia and its
registered address at 13, Jalan Setiajasa, Bukit Damansara 50490 Kuala Lumpur (hereinafter
referred to as the “Company”) of the one part;

AND

2. The person or company whose names, particulars and addresses are set out in the Item 7 of First
Schedule hereto (hereinafter referred to as the “Investor(s)”) of the other part.

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 2016. The details of the
Company are more particularly set out in Schedule 2 of this Agreement.

B. The Company requires additional funds of up to Ringgit Malaysia Six Million (RM6,000,000.00)
only for its business investments requirements. The Company proposes to raise such funds through
the issue and allotment of redeemable cumulative preference shares to be issued at an issue price of
RM1.00 each (hereinafter referred to as the “Preference Shares” or “RPS”) in the share capital of
the Company. For the avoidance of doubt, the Investor(s) hereby agrees that the Company shall have
the right to invite additional Investor(s) to subscribe for the Preference Shares.

C. The Investor(s) is desirous of investing in the Business after considering and understanding the
nature of the business and the terms of the RPS by the Company and thereafter has agreed to
subscribe for the Subscription Preference Shares (as defined below) in accordance with the terms
and conditions of this Agreement.

IT IS HEREBY AGREED as follows:-

1. DEFINITIONS & INTERPRETATION

1.1. In this Agreement, unless the subject or context otherwise requires:-

1.1.1.the following words and expressions shall have the following meanings:-

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“Act” means the Companies Act 2016 of Malaysia;

“Business Day” means a day except a Saturday, Sunday or public holiday (gazetted or
ungazetted and whether scheduled or unscheduled) on which banks are
open for business in Kuala Lumpur, Malaysia and the expression “Business
Days” shall have a corresponding meaning;

“Company” means GREEN HAPPY BUDS SDN. BHD. (Company No.

202301002162 (1496081-U));

“Completion” means, the completion of the subscription of the Subscription Preference

Shares in accordance with the provisions of Clause 3;

“Completion Date” means the date of which Completion takes place;

“Investor(s)” means such person or company whose particulars are as set out in Item 7
of the First Schedule;

“Ordinary Shares” means the ordinary shares in the share capital of the Company, and the
expression "Ordinary Share" means any of them;

“Parties” means, collectively, the Company, and the Investor(s), and the expression
"Party" means any one of them as the context dictates;

“RPS” Or means redeemable preference shares of RM1.00 each to be created as

“Preference Shares” separate class of shares in the share capital of having the terms
set out in the Second Schedule

“RM” means the lawful currency of Malaysia;

“Security Interest” includes any interest or equity of any person (including any right to
acquire, option or right of first refusal) or any mortgage, charge, pledge,
lien, assignment, hypothecation, security interest, title retention or any
other security agreement or arrangement;

“Shareholders” means collectively, the holders of the Ordinary Shares of the Company, and
the expression “Shareholder” means a person who is registered as a holder
for the time being of the Ordinary Shares of the Company;

“Subscription means such number of Preference Shares that may be subscribed

Preference hereunder by the Investor(s) as set out in Item 2 of the First Schedule at
Shares” the Subscription Price, and the expression “Subscription Preference
Shares” means any one of them; and

“Subscription Price” means the total consideration payable by the Investor(s) for the Preference
Shares computed on the basis of an issue price of RM1.00 per Subscription
Preference Share as set out in Item 3 of the First Schedule;

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 1.1.2. any reference to a statutory provision shall include (i) all subordinate legislation made
from time to time under that provision (whether or not amended, modified, re-enacted
or consolidated) and (ii) such provision as from time to time amended, modified, re-
enacted or consolidated, whether before or after the date of this Agreement;

1.1.3. any reference to “accounts” shall include the directors' and auditors' reports, relevant
balance sheets and profit and loss accounts (on a consolidated basis where relevant)
and related notes together with all documents which are or would be required by law
to be annexed to the accounts of the company concerned to be laid before the
company in general meeting for the accounting reference period in question;

1.1.4. any reference to “law” includes common law and any constitution, decree, judgement,
legislation, order, ordinance, regulation, statute, treaty or other legislative measure in
any jurisdiction or any present or future directive, regulation, request or requirement
(in each case, having the force of law);

1.1.5. references to Recitals, Clauses, Schedules are to recitals and clauses of and schedules
to this Agreement;

1.1.6. any reference to this Agreement or any other agreement or deed or document shall be
construed as a reference to this Agreement or, as the case may be, such other
agreement or deed or document as the same may be or have been or may from time to
time be amended, varied or supplemented;

1.1.7. unless the context otherwise requires, references to the singular number shall include
references to the plural number and vice versa, references to natural persons shall
include corporate bodies, and the use of any gender shall include all genders;

1.1.8. “including” and “in particular” and similar expressions are not and must not be treated
as words of limitation;

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

1.1.10. where a word or phrase is given a defined meaning in this Agreement, any other part
of speech or other grammatical form in respect of such word or phrase shall have a
corresponding meaning.

1.2. No provision of this Agreement will be construed adversely to a Party solely on the ground
that the Party was responsible for the preparation of this Agreement or that provision.

1.3. The Recitals and Schedules to this Agreement, shall be taken, read and construed as essential
parts of this Agreement.

1.4. The headings and sub-headings to the clauses in this Agreement shall not be taken into
consideration in the interpretation or construction thereof or of this Agreement.

1.5. A period of days from the occurrence of an event or the performance of any act or thing shall
be deemed to exclude the day on which the event happens or the act or thing is done or to be
done (and shall be reckoned from the day immediately following such event or act or thing),

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 and if the last day of the period is not a Business Day, then the period shall include the next
following day which is a Business Day.

2. AGREEMENT FOR SUBSCRIPTION

2.1. Subject to the terms and conditions of this Agreement, the Investor(s) agrees to subscribe for
such number of the Preference Shares more particularly set out in Item 2 of the First Schedule
(hereinafter referred to as the “Subscription Preference Shares”) at the Subscription Price and
the Company agrees to issue and allot to the Investor(s) the Subscription Preference Shares
free from all Security Interest. The Subscription Preference Shares shall upon issue rank pari
passu in all respects with each other. The Investor(s) shall subscribe the Subscription
Preference Shares in a lump sum basis.

2.2. The Parties expressly declare, acknowledge and agree that the issue and allotment by the
Company of and the subscription by the Investor(s) for the Subscription Preference Shares is
on the basis that on Completion (as hereinafter defined) of the Subscription Preference Shares,

2.2.1. the Company will have full right, power and authority to allot and issue the
Subscription Preference Shares without any restriction or impediment, whether legal
or otherwise, and is capable of granting the Investor(s) absolute title and full
ownership rights to such Subscription Preference Shares together with all rights and
benefits attaching thereto;

2.2.2. the Subscription Preference Shares when issued and allotted to the Investor(s) will be
free of any Security Interest; and

2.2.3. the Company remains as a going concern.

2.3. The terms of and the rights and privileges attached to the Subscription Preference Shares are
set out in Second Schedule.

3. COMPLETION

3.1. Subject to Clause 4, Completion shall take place upon the completion of the subscription of the
Subscription Preference Shares when the full payment of the Subscription Price is being made
by the Investor(s) and the date of which Completion take place is referred to as the Completion
Date.

3.2. Prior to the Completion Date and upon the date of this Subscription Agreement For Preference
Shares being entered into, the Investor(s) shall pay to the Company a sum equivalent to thirty
(30) % of the Subscription Price for the Subscription Preference Shares as deposit (“Deposit”).
The Deposit paid by the Investor(s) to the Company shall not be refundable save for as provided
in Clause 3.6 below.

3.3. On the Completion Date,

3.3.1. the Company shall cause the shareholders and directors of the Company to
approve the issue and allotment to the Investor(s) of the Subscription Preference
Shares at the Subscription Price upon the terms herein; and

3.3.2. the Investor(s) shall pay the Subscription Price for the Subscription Preference Shares.

3.4. Within 45 Business Days from the Completion Date, the Company shall deliver to the
Investor(s) the following documents:-

3.4.1. the original share certificate(s) representing the Subscription Preference Shares
subscribed by it;

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 3.4.2. a certified true copy of the Return of Allotment of Shares (under the Act) in respect of
the issue and allotment of the Subscription Preference Shares to the Investor(s),
together with confirmation in writing that the same has been lodged with the
Companies Commission of Malaysia; and

3.4.3. a certified true copy of the register of members of the Company evidencing the
registration of the Investor(s) as holder of the Subscription Preference Shares
subscribed by it.

3.5. The Company agrees to do all acts and things and procures the passing of all necessary
resolutions required to issue and allot the Subscription Preference Shares to the Investor(s)
in accordance with the terms of this Agreement.

3.6. Within 45 Business Days from the Completion Date, parties agree that the Company shall have
the exclusive right to unilaterally terminate this Subscription Agreement For Preference Shares
entered into with any of the Investor(s) without providing any reasons. Shall the Company
exercise its exclusive rights provided herein against any of the Investor(s), the Company shall:-

3.6.1. issue a written notice of termination to any such Investor(s) stating the Company’s
intention;

3.6.2. refund in full to any such investor(s) all payments made to the Company in
accordance to this Subscription Agreement for Preference Shares within 14 Business
Days from the date of termination.

4. EVENT OF DEFAULT & TERMINATION

4.1. Subject to Clause 3.5, if, during the subsistence of this Agreement:-

4.1.1. the Company is in breach of any of the provisions of this Agreement; or

4.1.2. the Company:-

(i) shall have a winding up petition presented against it in a court of law;

(ii) shall have a decree or order of a court having jurisdiction over it entered against it
adjudicating it insolvent, or approving a petition seeking its reorganisation under any
applicable insolvency law (otherwise than for the purpose of reconstruction or
amalgamation);

(iii) shall have a resolution of its shareholders passed for its winding up, liquidation or
dissolution;

(iv) shall make any arrangement or composition with, or any assignment for the benefit of
its creditors;

(v) shall have an administrator, receiver or receiver and manager appointed over any part
of its undertaking or assets; or

(vi) shall cease or threaten to cease to carry on its business;

the Investor(s) shall be entitled at its sole and absolute discretion to elect any of the following:-

(a) to effect completion for the said subscription (without prejudice to any of its rights and
remedies against the Company) so far as practicable having regard to the defaults which
have occurred; or

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 (b) to revoke the said subscription and terminate this Agreement and shall claim all costs and
expenses incurred by the Investor(s) as a result of or in connection with revocation of the
said subscription or the termination of this Agreement, as the case may be including the
Redemption Price for each of the Preference Shares.

4.2. If, during the subsistence of this Agreement, the Investor(s) fails to pay the Subscription Price
on the Completion Date, the Company shall be entitled to and at the sole and absolute
discretion of the Company:-

4.2.1. by written notice to the Investor(s) deem the Investor(s) to have effectively withdrawn
from the Company and cancel all the subscription; or

4.2.2. commence legal proceedings against the Investor(s) to collect the due and unpaid
Subscription Price, including interest and any expenses incurred in the proceedings
and collection process.

5. WARRANTIES

5.1. The Company hereby represents and warrants to the Investor(s) as follows:-

5.1.1. that each Subscription Preference Share when issued will be duly authorised and free
from any and all Security Interest;

5.1.2. that each Subscription Preference Share when issued will be fully paid up and upon
issuance rank pari passu with the then preference shares of the Company;

5.1.3. that the Company has the capacity, authority and power to enter into, exercise their
rights and lawfully perform and comply with their obligations under this Agreement
5.1.4. that all actions, conditions and things required to be taken, fulfilled and done
(including the obtaining of any necessary consents) in order to enable the Company to
lawfully enter into, exercise their rights and perform and comply with their obligations
under this Agreement and to ensure that those obligations are legally binding and
enforceable have been taken, fulfilled and done;

5.1.5. that no litigation, arbitration or administrative proceedings is current or pending or, so

far as the Company is aware, threatened (a) to restrain the entry into, exercise of the
Company’s rights under or performance or enforcement of or compliance with its
obligations under this Agreement or (b) which has or could have a material adverse
effect on the Company; and

5.1.6. that the Company’s entry into, exercise of their rights and/or performance of or
compliance with their obligations under this Agreement do not and will not violate, or
exceed any power or restriction granted or imposed by (a) any law to which any of
them is subject, (b) the Company’s constitution, or (c) any agreement or arrangement
to which any of them is a party.

5.2. The Investor(s) warrants and represents to and agrees with the Company that the
Investor(s) is aware of the following:-

5.2.1. that the Investor(s) has full power and authority to enter into and perform the
Agreement;

5.2.2. that compliance with the terms of this Agreement does not and will not conflict with
or result in the breach of or constitute a default under any of the terms, conditions or
provisions of the constitution of the Investor(s) (if applicable);

5.2.3. that the Investor(s) is not subject to any bankruptcy or winding-up proceedings (as the
case may be);
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 5.2.4. that the Investor(s) acknowledges that the Company has entered into this Agreement
in full reliance upon and on the basis of each of the warranties which have been given
by the Investor(s) as representations for the Company to enter into this Agreement;

5.2.5. that the Investor(s) has received and carefully read and understood this Agreement and
understood the contents of the Proposal Slides (if presentation of the Proposal Slides
was made to the Investor(s));

5.2.6.that the Investor(s) is capable of evaluating the merits and risk of the Subscription
Preference Shares and has carefully considered the suitability of the subscription
before executing this Agreement;
5.2.7. that the Investor(s) has been advised to seek independent legal advice before entering
into this Agreement;

5.2.8. that the Investor(s) acknowledges that the Proposal Slides (if presentation of the
Proposal Slides was made to the Investor(s)) reflect the Company’s current intentions
and projections/estimates at the time of presentation and as with any business, the
direction of the Business of the Company may be expected to change from time to
time; and

5.2.9. that the Subscription of the Preference Shares does not require the approval of the
Securities Commission of Malaysia as it falls within the exemption as provided under
paragraph 8(a) of Schedule 5 and paragraph 17 of Schedule 7 of the Capital Markets
and Services Act 2007 (Act 671) (Incorporating latest amendment up to 15 September
2015).

5A. CONFIRMATION AND UNDERTAKING FROM THE INVESTOR(S)

5A.1 In entering into this Agreement, the Investor(s) hereby acknowledges and confirms that he/
she/ it does not rely on any statement, representation, assurance or warranty of any person
(whether a party to this Agreement or not and whether made in writing or not) other than as
expressly set out in this Agreement.

6. WAIVER OR INDULGENCE

6.1. No delay or failure by any of the Parties to exercise or enforce at any time any right or
provision of this Agreement shall be considered a waiver thereof, unless made in writing. No
single waiver shall constitute a continuing or subsequent waiver.

6.2. The single or partial exercise by a Party of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.

7. TIME OF ESSENCE

7.1. Any time, date or period mentioned in any provision of this Agreement may be extended by
mutual agreement between the Parties, but as regards any time, date or period originally fixed
and not extended or any time, date or period so extended as aforesaid time is of the essence.

8. COSTS & EXPENSES

8.1. The Investor(s) shall bear all costs and expenses incurred in the preparation, negotiation,
signing and implementation of this Agreement and the stamp duty thereof.

8.2. The Investor(s) shall bear all fees and charges in any issuance, allotment, transfer and
redemption of the Subscription Preference Shares.

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9. NOTICES

9.1. All notices, demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered personally and/or sent by courier and/or sent by
registered post at its address set out in this Agreement (or to such other address as a Party may
from time to time notify the other Parties). Any such notice, demand or communication shall be
deemed to have been duly served (i) if given personally or sent by courier, upon delivery; and
(ii) if sent by post, three (3) days after posting (the “Deemed Date Of Service”). The initial
addresses and facsimile numbers of the Parties for the purpose of this Agreement are:-

The Company

GREEN HAPPY BUDS SDN. BHD. (Company No. 202301002162 (1496081-U))

Registered Address:13, Jalan Setiajasa, Bukit Damansara, 50490 Kuala Lumpur

Attn: Director

Investor(s)

As set out in the Item 7 of First Schedule hereto

10. REMEDIES

10.1. No remedy conferred by any of the provisions of this Agreement is intended to be exclusive
of any other remedy which is otherwise available at law, in equity, by statute or otherwise,
and each and every other remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law, in equity, by statute or
otherwise. The election of any one or more of such remedies by the Investor(s) shall not
constitute a waiver by the Investor(s) of the right to pursue any other available remedies.

11. SEVERANCE

11.1. Any term, condition, stipulation, provision, covenant or undertaking in this Agreement
which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such
illegality, voidness, prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not
invalidate or render illegal, void or unenforceable any other term, condition, stipulation,
provision, covenant or undertaking herein contained.

12. GOVERNING LAW & JURISDICTION

12.1. This Agreement is governed by and is to be construed in accordance with the laws of
Malaysia.

12.2. In relation to any legal action or proceedings arising out of or in connection with this
Agreement, the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts
of Malaysia.

13. FORCE MAJEURE

13.1. For the purpose of this Agreement, an event of force majeure (the “Event Of Force
Majeure”) means any circumstance not within the reasonable control of the Party affected,
but only if and to the extent that (i) such circumstance, despite the exercise of reasonable
diligence and the observance of good utility practice, cannot be, or be caused to be,
prevented, avoided or removed by such Party, and (ii) such circumstance materially and
adversely affects the ability of the Party to perform its obligations under this Agreement, and
such Party has taken all reasonable precautions, due care and reasonable alternative

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 measures in order to avoid the effect of such event on the Party’s ability to perform its
obligations under this Agreement and to mitigate the consequences thereof.

13.2. Subject to the provisions of clause 13.1 of this agreement above, Events of Force Majeure
shall include, but not be limited to:

(a) the following Natural Force Majeure Events:

(i) fire, chemical or radioactive contamination or ionising radiation, earthquakes,

lightning, cyclones, hurricanes, floods, droughts or such other extreme weather or
environmental conditions, unanticipated geological or ground conditions,
epidemic, pandemic, famine, plague or other natural calamities and acts of God
which affects the business of the Company or it’s subsidiary(ies);

(ii) explosion, accident, breakage of a plant or equipment, structural collapse, or

chemical contamination (other than resulting from an act of war, terrorism or
sabotage), caused by a person or entity not being the affected party or one of its
contractors or subcontractors or any of their respective employees or agents which
affects the business of the Company or it’s subsidiary(ies);

(iii) acts of war (whether declared or undeclared), invasion, acts of terrorists, blockade,
embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil
commotion and sabotage in Malaysia or any other country(ies) that the business of
the Company or its subsidiary(ies) are involved in;

(iv) strikes, lockouts, work stoppage, labour disputes, and such other industrial action
by workers related to or in response to the terms and conditions of employment of
those workers or others with whom they are affiliated in Malaysia or any other
country(ies) that the business of the Company or its subsidiar(ies) are involved in;

(v) non-performance by a counter-party to a contract relating to the Company’s or its

subsidiary(ies)’s business by reason of an event or circumstance that would
constitute a Natural Force Majeure Event under this Agreement.

(b) the following Political Force Majeure Events:

(i) to the extent they take place in Malaysia or any other country(ies) that the business
of the Company or its subsidiaries are involved in, acts of terrorists, blockade,
embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil
commotion and sabotage;

(ii) to the extent that they are politically motivated, strikes, lockouts, work stoppages,
labour disputes, or such other industrial action by workers in Malaysia or any other
country(ies) that the business of the Company or its subsidiaries are involved in;

(iii) failure or inability of the Company or its subsidiary(ies) to obtain or renew any
consent, licensing or concessions for the conduct of the Company’s or its
subsidiary(ies) business in Malaysia or any other country(ies) the Company’s or its
subsidiary(ies) business is involved in on terms and conditions as favourable in all
material respects;

(iv) any action or failure to act without justifiable cause by any competent authority in
Malaysia or any other country(ies) the Company’s or its subsidiary(ies) business is
involved in, other than a court or tribunal (including any action or failure to act
without justifiable cause by any duly authorised agent of any competent authority,
other than a court or tribunal);

(v) expropriation or compulsory acquisition of the whole or any material part of the

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 Company’s or its subsidiary(ies) business, except where such appropriation or
compulsory acquisition;

(vi) any legal prohibition on the Company’s or its subsidiary(ies) ability to conduct the
its businesses, including passing of a statute, decree, regulation or order by a
competent authority prohibiting the Company’s or its subsidiary(ies) from
conducting its business in Malaysia or any other country(ies) the Company’s or its
subsidiary(ies) business is involved in, other than as a result of the Company’s or
its subsidiary(ies) failure to comply with the law or any order, Consent, rule,
regulation or other legislative or judicial instrument passed by a competent
authority in Malaysia or any other country(ies) the Company’s or its
subsidiary(ies) business is involved in;

(vii)non-performance by a counter-party under a contract relating to the relating to the

Company’s or its subsidiary(ies)’s business by reason of an event or circumstance
that would constitute a Political Force Majeure Event under this Agreement.

13.3. In the event of the occurrence of any Force Majeure Events, the parties shall be excused
from performance and shall not be in default in respect of any obligation hereunder to the
extent that the failure to perform such obligation is due to a Natural Force Majeure Event
and /or Political Force Majeure Event.

13.4. If a Party wishes to claim protection in respect of an Event of Force Majeure, it shall, as
soon as possible following the occurrence or date of commencement of such Event of Force
Majeure, notify the other Party of the nature and expected duration of such Event of Force
Majeure and shall thereafter keep the other Party informed until such time as it is able to
perform its obligations. The Parties shall use their reasonable endeavors to:

(a) overcome the effects of the Event of Force Majeure;

(b) mitigate the effect of any delay occasioned by any Event of Force Majeure, including
by recourse to alternative mutually acceptable (which acceptance shall not be
unreasonably withheld by either Party) sources of services, equipment and materials;
and

(c) ensure resumption of normal performance of this Agreement as soon as reasonably

practicable and shall perform their obligations to the maximum extent practicable,
provided that neither Party shall be obliged to settle any strike, lock out, work stoppage,
labor dispute or such other industrial action by its employees.

PROVIDED THAT, subject to Clause 18.1 of this agreement below, neither Parties shall
have the right to unilaterally terminate this agreement save and except in the event the Event
of Force Majeure continues for more than one-hundred and eighty (180) days after the date
of the occurrence, and such failure to perform would constitute a material breach of this
Agreement in the absence of such force majeure.

14. CONFIDENTIALITY

14.1.The Investor(s):-

(a) shall treat as strictly confidential information obtained or received by it as a result of

entering into or performing its obligations under this Agreement save and except for
such information as is in the public domain (in this Clause 15 collectively referred to as
the “Confidential Information”); and
(b) shall not except with the prior written approval of the Company publish or otherwise
disclose to any person any Confidential Information or use any Confidential
Information, unless if (but only to the extent that) it can demonstrate that:-

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 (i) such disclosure is required by law or by any securities exchange or regulatory or
governmental body having jurisdiction over it, wherever situated; or

the Confidential Information has come into the public domain other than through its
fault.

14.2. The restrictions and obligations contained in this Clause 15 shall survive the termination of
this Agreement.

15. VARIATION

15.1. This Agreement may be supplemented, amended, or varied only by the mutual agreement of
the Parties. No supplement, amendment or variation of this Agreement shall be effective
unless it is made in writing and signed by the Parties.

16. CONTINUING EFFECT OF AGREEMENT

16.1. All provisions of this Agreement shall so far as they are capable of being performed or
observed, continue in full force and effect notwithstanding the full subscription of the
Subscription Preference Shares, except in respect of those matters then already duly
performed.

17. BINDING EFFECT

17.1. This Agreement shall be binding on and inure to the benefit of the successors, permitted
assigns, heirs, estate and personal representatives, as the case may be, of each Party.

18. AMICABLE SETTLEMENT

18.1. If any dispute arises between the Parties during the subsistence of this Agreement or
thereafter, in connection with the validity, interpretation, implementation or alleged breach
of any provision of this Agreement or regarding a question, including the question as to
whether the termination of this Agreement by one Party hereto has been legitimate
("Dispute"), the disputing Parties hereto shall endeavour to settle such Dispute amicably.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF the Parties have hereunto caused their respective hands to be set down hereunder the
day and year first above written.

Company

THE COMMON SEAL of

GREEN HAPPY BUDS SDN. BHD.

(Company No. 202301002162 (1496081-U)
was hereunto affixed in accordance
with its Constitution in the presence
of:-

Director Director
Name: Name:
NRIC No.: NRIC No.:

Investor(s)

SIGNED BY )
Name: )
NRIC No.: )
)
in the presence of:-

SIGNED BY )
Name: )
NRIC No.: )
)
in the presence of:-

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 Subscription Agreement for Preference Shares 13

FIRST SCHEDULE

No. Item Particulars

1 Date of Subscription Agreement

2 Subscription Preference Shares Preference Shares =

3 Subscription Price RM1.00 per RPS

4 Dividend FIRST RPS DIVIDEND

Paid within fourteen (14) days upon the occurrence of the
following events , whichever later (the “First Dividend
Triggering Events”):-

Either
(a) Twelve (12) months from the Completion Date; or
(b) The Company’s second investment return from the
Company’s Thailand subsidiary company, Green
Happy Buds Co. Ltd (“Thai Subsidiary”), received
by the Company after the Completion Date of the
RPS.

Rate: Min: Minimum rate of [RM0.08] per RPS per

annum.

SUBSEQUENT DIVIDEND
Paid within fourteen (14) days from the following
periods:-
(a) Twenty-four (24) months from the Completion Date
and;
(b) Thirty (30) months from the Completion Date.

Rate: Min: Minimum rate of [RM0.08] per RPS per

annum

*The information contained in this Schedule 1 is merely

a summary, please refer to Clause 1 of the Second
Schedule for further information*

5 Redemption of RPS Option to Redeem by the Company upon occurrence of

First Divident Triggering Events

* The information contained in this Schedule 1 is merely

a summary, please refer to Clause 3 of the Second
Schedule for further information*

6 Redemption Price Amount equivalent to the Issuance Price

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 * The information contained in this Schedule 1 is merely
a summary, please refer to Clause 3 of the Second
Schedule for further information*

7 Particulars of Investor(s) Name:

(Name/ Company Number/ NRIC NRIC
Number/Passport No. / Address) No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

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 Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

Name:
NRIC
No.:
Address:

(End of First Schedule)

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 SECOND SCHEDULE

Terms of the Preference Shares

Subject to Clause 5.2 of this Agreement, the terms of the Preference Shares are as follow:-

1. Dividend

1. The Company shall, unless prohibited from paying dividends under the Act, first, pay to the
holders of the Redeemable Preference Shares a cumulative preferential dividend (the “RPS
Dividend”).

2. The First RPS Dividend directly after the Completion Date of the RPS shall be paid within
fourteen (14) days upon the occurrence of the following events , whichever later (the “First
Dividend Triggering Events”):-

Either
(a) Twelve (12) months from the Completion Date; or
(b) The Company’s second investment return from the Company’s Thailand subsidiary
company, Green Happy Buds Co. Ltd (“Thai Subsidiary”), received by the Company after
the Completion Date of the RPS.

The First RPS Dividend payable for each Preference Share shall be paid out of distributable
profits at the minimum rate of [RM0.08] per RPS per annum as calculated according to
prevailing accounting standard and is to be decided by the Company at the Company’s sole
discretion based on the investment return from the Company’s Thai Subsidiary.

3. Subsequent RPS Dividends shall be paid at the minimum rate of [RM0.08] per RPS per annum
as calculated according to prevailing accounting standard and is to be decided by the
Company at the Company’s sole discretion based on the investment return from the
Company’s Thai Subsidiary within fourteen (14) days from the following periods:-
(a) Twenty-four (24) months from the Completion Date and;
(b) Thirty (30) months from the Completion Date.

(Clauses 1.2 and 1.3 of the Second Schedule above are collectively referred to as “RPS
Dividend Payment Obligations”)

4. Subject to the provisions of the Act and the Company’s Constitution, the Company may at the
Company’s sole discretion declare and make any number of payments of RPS Dividends to
the Investors in satisfaction of their RPS Dividend Payment Obligations as set out in Clauses
1.2 and 1.3 of the Second Schedule above, in part or in full, at any time and at any frequency
before the date the RPS Dividends are due and payable by the Company at their respective
periods.

5. Notwithstanding the foregoing, no dividend shall be declared in respect of Ordinary Shares

unless the RPS Dividend are first declared and paid on the Preference Shares. All RPS
Dividend declared shall be paid to the RPS Holders in preference to any dividend declared
over the Ordinary Shares or any other class of shares in the share capital of the Company.

6. Each Preference Dividend shall, provided the Company is permitted under the Act to pay the
RPS Dividend and notwithstanding that the RPS Dividend is expressed to be cumulative,
automatically become a debt due from and immediately payable by the Company fourteen
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 (14) days upon the occurrence of the First Dividend Triggering Event and on the relevant
periods as specified in Clauses 1.2 and 1.3 of the Second Schedule above.

7. Where the Company shall be prohibited under the Act from paying in full any RPS Dividend
on its date for payment, then in respect of any RPS Dividend which would otherwise require
to be paid on that date:

(a) The Company shall pay, on that date, to the holders of the RPS on account of the RPS
Dividend the maximum sum (if any) which can then, in accordance with the Act, be paid
by the Company; and

(b) As soon as the Company shall be permitted under the Act to do so, the Company shall in
respect of the RPS pay on account of the balance of the RPS Dividend the outstanding,
and until all arrears, accruals and deficiencies of the RPS Dividend shall have been paid
in full, the maximum amount of RPS Dividend which can, in accordance with the Act,
lawfully be paid by the Company at that time.

8. Subject to the Directors recommending payment of the same, any further profits available for
distribution which the Company may determine to distribute in respect of any financial year
shall be applied in paying to the holders of the Ordinary Shares of the Company.

9. The RPS Dividend shall be deemed to accrue from day to day as well after as before the
commencement of a winding up and shall be payable by a liquidator in respect of any period
after the commencement of a winding up in priority to other claims or rights of members in
respect of share capital. For avoidance of doubt, any RPS Dividend accruing shall be pro-rated
for any part of a financial year of the Company until full redemption or payment, as the case
may be.

2. Liquidation Preference/Repayment of Capital

1. In the event of any liquidation, dissolution, winding up or other repayment of capital of the
Company, the RPS Holders shall be entitled to have the assets available for distribution among
the members applied first in payment of a sum equivalent to the aggregate of the Issue Price
for the RPS held by the RPS holder together with all unpaid RPS Dividend in respect of each
Preference Shares, in priority to any capital, dividend or other payment to holders of any other
class of shares of the Company.

3. Redemption of RPS

1. The Redemption Price for each RPS shall be the amount equivalent to the Subscription Price
plus the unpaid RPS Dividend in respect of each Preference Shares (hereinafter referred to as
the “Redemption Price”).

2. The Company shall have the right and sole discretion to exercise the option to redeem the RPS
from each Investor(s), in part or in full, at any time and at any frequency (“Option To
Redeem”) upon the occurrence of the First Dividend Triggering Events.

3. If the Company intends to exercise its Option To Redeem the RPS as provided under Clause
3.2 of the Second Schedule above, the Company shall issue to the investor(s) a Redemption
Notice in writing at least thirty (30) business Days before the proposed date of redemption
(“Redemption Date”). The Redemption Notice shall state:-

(a) the number of Preference Shares to be redeemed; and

(b) the proposed date of redemption (which shall not be earlier than 30 Business Days from
the date of the Redemption Notice).

The Redemption Notice shall be substantially in the form set out in the Third Schedule hereto
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 duly completed and signed by the Company.\.

4. For the avoidance of doubt, the Deemed Date Of Service of the Redemption Notice will be
based on Clause 9.1 of this agreement hereinabove and shall the Redemption Notice be served
later than three (3) Business Days from the date of issuance of the Redemption Notice (the
“Service Period”), the Redemption Date will accordingly and automatically be extended
based on the number of day(s) in excess of the Service Period.

5. Upon receipt of the Redemption Notice (whichever the case), subject to Clause 7.1 of the
Second Schedule below, the relevant Investor(s) (the “Relevant Investor(s)”) shall deliver or
caused to be delivered the original share certificates (if applicable) to the company secretary
of the Company and in any event, on or before the Redemption Date.

6. Subject to Clause 7.1 of the Second Schedule below, upon receipt of the relevant share
certificate(s) (if applicable), the Company shall record and effect the redemption on the
Redemption Date, whereupon the redemption shall be deemed to take effect. If no share
certificates have been issued to the Relevant Investor(s), the redemption shall be deemed to
take effect fourteen (14) days after the Deemed Date of Service of the Redemption Notice.
Upon the taking effect of any such redemption, the Company shall cancel the RPS that have
been redeemed and within forty-five (45) Business Days from such redemption, pay the
Redemption Price to the Relevant Investor(s). Notwithstanding the foregoing, in the event that
the Relevant Investor(s) fails to deliver the original share certificates in respect of the RPS and
the Company had already paid the Redemption Price to the Relevant Investor(s), the original
share certificates in respect of the Preference Shares held by the Preference Shareholder will
be deemed cancelled.

7. If the Company intends to exercise its option to redeem the RPS as provided under Clause 3.2
of the Second Schedule above and where the Act permits the Company to redeem none or
some only of the RPS which would otherwise fall to be redeemed, subject to Clause 18.1 of
this agreement hereinabove, the Relevant Investor(s) agree to provide an extension of thirty
(30) business Days from the Redemption Date for the Company to propose and discuss a
scheme of redemption (the “Scheme of Redemption”) with Relevant Investor(s).

7.1. In the event that the Scheme of Redemption is accepted by the Relevant Investor(s), the
terms and conditions of any such Scheme or Redemption shall prevail over this
Subscription Agreement and upon complete performance of the Scheme of Redemption,
the Company’s obligation to redeem the RPS will be considered as duly satisfied and
discharged as if the RPS have been properly redeemed at the Redemption Price. The
Relevant Investor(s) shall also relinquish, waive, release, acquit and forever discharge
the Company from any and all claims, disputes, actions and contractual obligations in
regards to the RPS redeemed under the Scheme of Redemption.

7.2. In the event that the Parties are unable to agree on a Scheme of Redemption, the
Company shall redeem that number of RPS as may lawfully be redeemed rateably on a
pro rata basis from the shareholdings of the Relevant Investor(s) and the rights
attaching to the remaining number of the RPS which would otherwise have fallen to be
redeemed on that date shall be unchanged. The Company shall redeem as soon as it is
lawfully able to do so all of the remaining RPS which fall to be redeemed and pending
their redemption shall not pay any dividend on any other class of Shares (but without
prejudice to the accrual of those other dividend and any other rights under the
Company’s Constitution and the Act for late payment of those other dividends).

8. In the event that the Company does not redeem the RPS from any of the Investor(s) in full
after at least thirty (30) months from the Completion Date, the Investor(s) shall be entitled to a
fixed cumulative preferential dividend (“Non-Redemption Dividend”) up until the date the
Company decides to exercise its Option To Redeem at the rate of [RM0.08] per RPS per
annum.

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 8.1. For the avoidance of doubt any Non-Redemption Dividend will be pro-rated and
payable on 31st December of each calendar year directly following the expiry of the
thirty (30) months period or upon the Company’s redemption of the RPS from any of
the Investor(s) in full.

4. Voting Rights

1. The Investor(s) shall be entitled to receive notices, reports and audited financial statements of
the company upon such request being made in writing to the Secretary but shall not be entitled
to attend and vote in any meetings of members of the Company save and except for in the
following circumstances:-

(a) on a proposal that affects the rights and privileges attached to the RPS;

(b) on a proposal for the disposal of the whole of the Company's property, business
undertaking;

(c) on a proposal to wind up the Company; and

(d) during the winding up of the Company.

5. Rights of the Company to Issue Additional Preference Shares

1. Subject to the provisions of the Company’s Constitution and the Act, Parties agree that the
Company shall have the right to issue additional preference shares (the “Additional
Preference Shares”) on such terms and in such manner as it may think fit at any given time,
even if any existing preference shares have not been fully redeemed from the Investor(s).

2. Shall the Company decide to issue additional preference shares and subject to the relevant
procedures set out in the Company’s Constitution and the Act being satisfied, the Company
shall give notice to the Investor(s) in writing in the form of a Share Issuance Notice. The
Issuance Notice shall:-

(a) Specify the number of preference shares intended to be issued;

(b) Specify the price of each preference shares intended to be issued; and

(c) Specify the person(s) (if any) the preference shares are intended to be issued to and the
number of shares proposed to be issued to him/her.

The Share Issuance Notice shall be substantially in the form set out in the Fourth Schedule
hereto duly completed and signed by the Company.

3. The Company shall within seven (7) Business Days of the Issuance Notice, offer for purchase
each of the shares intended to be issued at the price per share as specified in the Share
Issuance Notice to each Investor(s) and invite each of them to state within twenty-eight (28)
days of the date of dispatch of the offer whether he is willing to purchase any, and of so how
many, of the Additional Preference Shares.

4. If any of the Investor(s) shall within that twenty-eight (28) day period apply for any of the
Additional Shares as specified in the Share Issuance Notice, the Company shall allocate those
shares applied by any specific investor. In the event that the Investor(s) applied for in
aggregate for a greater number than the number of shares issued as specified in the Share
Issuance Notice, the shares will be allocated pro rata according to the number of shares of the

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 same class held by them at the date of the offer.

5. The Company, on allocating any shares pursuant to Clause 5.4 of the Second Schedule above,
shall give notice in writing in the form of an Allocation Notice, to each Investor to whom the
shares have been allocated, of the number of the number of shares allocated to him and the
aggregate price payable for those shares. Completion of the sale and purchase of those shares
shall take place within seven (7) Business Days after the Allocation Notice when the
Company shall, on payment of the sale price for those shares, issue those shares specified in
the Allocation Notice to the Investor(s) to whom the shares have been allocated and deliver up
any relevant share certificates.

6. In the event that there are remaining shares on allocation pursuant to Clauses 5.4 and 5.5 of
the Second Schedule above, then the Company shall be at liberty to issue the remaining shares
to the proposed person(s) as specified in the Share Issuance Notice.

7. If the Company shall not have received any applications from the Investor(s), then the
Company shall be at liberty to issue the number of shares to the proposed person(s) as
specified in the Share Issuance Notice.

6. Transfer of RPS by Investor(s)

1. Subject to the Company’s Constitution, if any Investor(s) wishes to transfer his RPS before
being fully redeemed by the Company subject to Clauses 3.1 to 3.7 of the Second Schedule
above, he shall give notice in writing in the form of a Transfer Notice to the Company. The
Transfer Notice shall:-

(a) Specify the number of each RPS which is intended to be transferred;

(b) Specify the price of each shares which is intended to be transferred; and

(c) Specify the person(s) (if any) of the preference shares intended to be transferred to and the
number of shares proposed to be transferred to him.

2. The Company shall within seven (7) Business Days of receipt of a Transfer Notice offer for
purchase each of the RPS intended to be transferred at the price per share as specified in the
Transfer Notice to each Member of the company and invite each of them to state within
twenty eight (28) days of the date of dispatch of the offer whether he is willing to purchase
any, and of so how many, of the shares to be transferred.

3. If any of the Members shall within that twenty eight (28) day period apply for any of the RPS
intended to be transferred as specified in the Transfer Notice, the Company shall allocate those
RPS based on the following priority:-

(a) first, to all members holding the shares of the same class who have applied to purchase those
RPS, if those members have applied in aggregate for a greater number than those shares, pro
rata according to the number of shares of the same class held by them at the date of the offer;

(b) second and if any of those shares shall remain after allocation based on Clause 6.3(a) of the
Second Schedule above, to the Shareholders of Ordinary Shares who have applied to
purchase any of those RPS, pro rata according to the number of shares of the same class held
by them at the date of the offer; and

(c) third and if any of those shares shall remain after allocation based on Clauses 6.3(a) and
6.3(b) of the Second Schedule above, to members holding shares of classes other than the
classes as specified in Clauses 6.3(a) and 6.3(b) of the Second Schedule above who have
applied to purchase any of those RPS; pro rata according to the number of shares of the
same class held by them at the date of the offer.

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4. The Company, on allocating any RPS pursuant to Clause 6.3 of the Second Schedule above
above, shall give notice in writing (the “Sale Notice”) to the Investor(s) intending to transfer
his RPS and to each person to whom the RPS intended to be transferred has been allocated, of
the number of RPS allocated to him and the aggregate price payable for those RPS.
Completion of the sale and purchase of those RPS shall take place within seven (7) days after
the Sale Notice when the member intending to transfer his RPS shall, on payment of the sale
price for those RPS, transfer those RPS specified in the Sale Notice to the member or
members to whom the RPS have been allocated and deliver up any relevant share certificates.

5. If in any case the Investor(s) intending to transfer his RPS, having being bound to sell,
defaults in transferring the RPS intended to be transferred in accordance to the Sale Notice,
the Company may receive the purchase money and may nominate some person to execute the
instrument of transfer of those shares in the name of on behalf of the Investor(s) intending to
transfer his RPS and when the instrument of transfer has been duly stamped, the Company
shall cause the name of the proposed transferee to be entered in the register of members as the
holder of those RPS and where applicable, shall hold the purchase money on trust without
interest for the Investor(s) intending to transfer his RPS.

6. If the Company shall not have given a Sale Notice to the Investor(s) intending to transfer his
shares within thirty (30) days after the date of receipt of the Transfer Notice, then that member
shall be at liberty to transfer his RPS to the proposed person(s) as specified in the Transfer
Notice.

7. Issuance of Share Certificates

1. The Company shall not issue any share certificates to the Investor(s) unless a written
application has been made to the Company by any specific Investor(s). Shall a written
application been made by any Investor(s), the Company shall within thirty (30) days from the
receipt of any such applications issue or caused to be issued a share certificate representing the
relevant shareholding of the Investor(s) who made the written application. PROVIDED
ALWAYS THAT all costs incurred for the issuance of any such share certificate shall be fully
borne by the Investor(s) who made the written application and the Company has the right to
retain the issuance of any share certificates until the full settlement of any such costs incurred
by the Investor(s) who made the written application.

8. General

1. The Preference Shares shall rank pari passu among themselves in all respects and shall rank
pari passu to all existing and future preference shares issued or to be issued by the Company
and in priority to all existing and future Ordinary Shares issued or to be issued by the
Company.

2. For the avoidance of doubt, redemption is deemed to be effected on the date the Company
records and effects the redemption through payment of the Redemption Price in clear and
transferable funds.

(End of Second Schedule)

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 THIRD SCHEDULE

REDEMPTION NOTICE

Date:

To:

Re: Subscription Agreement dated [ ]

We refer to the Subscription Agreement between Green Happy Buds Sdn Bhd. (Company No. 202301002162
(1496081-U)) and _______________________. Terms defined in the Subscription Agreement have the same
meanings herein.

We hereby give you notice that we intend to redeem the Subscription Preference Shares.We

further give you notice as follows:

(a) Number of Preference Shares to be redeemed:

(b) Proposed Redemption Date:

We confirm that our above notice and instructions are irrevocable.Yours

faithfully,

(Signature ot Investor(s) or Authorised Signatory of the Company)

(End of Third Schedule)

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24/20
 FOUIRTH SCHEDULE

SHARE ISSUANCE NOTICE

Date:

To:

Re: Subscription Agreement dated [ ]

We refer to the Subscription Agreement between Green Happy Buds Sdn Bhd. (Company No. 202301002162
(1496081-U)) and you. Terms defined in the Subscription Agreement have the same meanings herein.

We hereby give you notice that we intend to issue additional Redeemable Preference Shares .We further give you

notice as follows:

(a) Number of additional Redeemable Preference Shares to be issued:

(b) Price per additional Redeemable Preference Shares: [ ]

(c) Proposed person(s) additional Redeemable Preference Shares are to be issued to and the number of shares
proposed to be issued:-

Proposed Persons(s) Proposed Number of Shares

1.

We confirm that our above notice and instructions are irrevocable.Yours

faithfully,

(Authorised Signatory of the Company)

(End of Fourth Schedule)

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