STAKEHOLDER AGREEMENT THIS AGREEMENT is made the day of 20 . BETWEEN [Company Name] (Company No.

. ), a company incorporated in Malaysia under the Companies Act 1957 with a business address of [Address] (hereinafter referred to as the Company) AND (hereinafter referred to as the Stakeholder) AND (hereinafter referred to as the Advisor) WHEREAS: A. B. The Company has appointed the Advisor to provide business advisory services for the Company as per the letter of appointment dated [date]. The Company has stipulated as a condition that the Fees to be paid by the Company to the Advisor shall be held by the Stakeholder as stakeholder and to carry out other functions hereinafter set out.

NOW THIS AGREEMENT WITNESSES and it is hereby AGREED AND DECLARED as follows: 1. Upon execution of this Agreement the Company shall within Fourteen (14) days forward the total sum of Ringgit Malaysia Three Million Three Hundred Thousand (RM3,300,000-00) only (hereinafter referred to as the Advisory Fees) directly to the Stakeholder; 2. Upon receiving the said Advisory Fees, the Stakeholder shall within Seven (7) working days deposit the said Advisory Fees in an interest bearing fixed deposit account with any financial institution(s) as deemed fit by the Stakeholder;
3.

The Stakeholder shall upon being notified in writing (in the form annexed hereto as Appendix A) by the Company that the necessary work(s) or condition(s) has been fulfilled by the Advisor, withdraw the said Advisory Fees and all interest earned on such monies (less any penalty levied by the financial institution(s) for early withdrawal) (Earned Interest) and pay the same to the Advisor;

4. The Stakeholder shall upon being notified in writing (in the form annexed hereto as Appendix B) by the Company that the service of the Advisor has been terminated, withdraw the said Advisory Fees and all interest earned on such monies (less any penalty levied by the financial institution(s) for early withdrawal) (Earned Interest) and pay the same to the Company;

5. The Advisory Fees deposited with the Stakeholder shall be held on behalf of the Company who paid the same and shall remain in the beneficial ownership of the Company until the Company has notified to the Stakeholder in writing according to clause 3 or 4 above to release the said Advisory Sum. 6. The Company and the advisor shall jointly and severally indemnify and keep the Stakeholder fully indemnified against any claim, loss, damage, cost or expense which the Stakeholder suffers, sustains or incurs in the discharge of their duties under this Agreement (including all costs, expenses and liabilities incurred in connection with any interpleader proceedings taken by or against the stakeholder in respect of their holding of and dealing with the Advisory Fees); 7. In the event of there being a dispute between the Company and the Advisor, the matter shall be referred to an arbitrator appointed by the Stakeholder, the arbitrators decision to be binding on both the Company and the Advisor. In these circumstances, the Stakeholder shall be entitled to withhold payment to any party until such time as the dispute is resolved. Furthermore, the Company shall indemnify the Stakeholder against all costs, claims and expenses howsoever arising which the Stakeholder may incur or become liable for as a result of any such dispute.

THE COMMON SEAL OF was affixed hereto in the presence of THE COMMON SEAL OF was affixed hereto in the presence of THE COMMONS SEAL OF was affixed hereto in the presence of