PRIVATE &

CONFIDENTIAL

COLLABORATION AGREEMENT TERM SHEET

This term sheet (“Term Sheet”) sets forth the principal terms and conditions in respect
of the proposed collaboration between [●]of [●] (“CSB”) and [●] of [●] to carry on the
business of veneer, plywood, and engineered wood product manufacturing at the factory
bearing address [●] (“the Premises”).

This Term Sheet is intended as a basis for further discussion and is pending the
execution of a formal and definitive Collaboration Agreement. Pending the execution of
the aforesaid Collaboration Agreement this Term Sheet shall constitute legal and binding
obligations between the parties hereto.

No. TITLE/ DETAILS/TERMS

HEADINGS

1. Date and Parties This Term Sheet is made on

_______________________

BETWEEN

([●] and [●] shall hereinafter be collectively referred to

as the “Parties” and individually referred to as the
“Party”).

2. Business To carry on the veneer, plywood, and engineered wood

product manufacturing at the factory bearing address
Lot 104, Block 38, Kemena Industrial Estate, 97008
Bintulu, Sarawak, Malaysia.

3. Scope of [●] is desirous to retain, operate and manage the

Collaboration Business on an “as is where is basis”, with effect from
the Effective Date and upon the terms and conditions
stipulated herein.

4. Effective Date and Immediately upon the execution of this Term Sheet for a
Effective Period period of Five (5) years.

The parties may agree to extend the Effective Period as

a written variation to the Collaboration Agreement
signed by both parties.

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5. Collaboration [●] shall pay to [●] Ringgit Malaysia One Million and
Entitlement Two Hundred Thousand (RM1,200,000.00) only yearly
for the first Three (3) years and thereafter One Million
Three Hundred and Twenty Thousand (RM1,320,000.00)
only yearly for the Fourth (4th) and Fifth (5th) year.

6. Condition [●] shall cause a new bank account to be opened upon

Precedent execution of this Term Sheet, with mandate given to the
bank that the bank account shall be operated solely by
[●], and the compulsory signatory shall be [●] for
issuance of any cheques or banker’s promissory notes
and withdrawal of fund from the said bank account.

For avoidance of doubt, all money received from the

trading of the Business must be banked into and paid
out of that account only.

7. Parties Obligations [●] shall

(i) maintain the required licenses and the

necessary regulatory approvals for the
Business in accordance with the laws of
Malaysia; and

(ii) to provide to [●] complete copies of any and

all communications with any regulatory or
other governmental authority relating to the
Business; and

(iii) where applicable, promptly pay all the quit

rents, assessment, and other outgoings in
respect of the Premises, and ensure that all
such outgoings and or charges shall be paid
within the period of time imposed by the
appropriate authority to avoid any penalties
fines losses and or damages being incurred;
and

(iv) insure and keep insured the said Premises as

well as the properties and stocks of the
Business from loss and damage by, including
but not limited to, fire and floods and weather
damages, with any insurance office or
underwriter of repute, and shall pay all
premiums necessary for this purpose.

8. Liabilities of the CSB shall not assume under the Collaboration

Business Agreement, and nothing in the Collaboration Agreement
shall operate to transfer to [●] or to make [●]
responsible for any of the debts, liabilities and/or other
obligations of CSB’s Business on or prior to the Effective
Date, including:

(i) any liabilities regarding CSB’s Business in

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 respect of its operations (including but
without limitation to any contracts,
transactions or arrangements entered into
by CSB but which remain to be completed
during any period prior to the Effective
Date;

(ii) any amount which CSB is required to pay

the relevant Authority relating to CSB’s
Business which is outstanding or for which
the CSB is liable as at the Effective Date,
for or which arises in connection with
events which occurred on or prior to the
Effective Date; and

(iii) any amounts owed by the CSB to any

third-party, third-party banks or other
third-party lenders under any contracts or
finance agreements for the CSB’s
Business, on or prior to the Effective Date,

and CSB undertakes to keep indemnified and hold

harmless [●] against any and all liabilities arising out of
or in connection with the above.

9. Status of CSB herein confirm that the number of employees who

Employees remain employed with CBS as of [date] (“Closing
Date”) is [●] (“Business Employees”).

CSB agrees to continue to employ all of the Business

Employees who are employed on the Closing Date.

10. Time of Essence Time wherever mentioned shall be of the essence of this
Term Sheet.

11. Confidentiality All Parties and their respective shareholders, directors,

officers and/or employees shall keep confidential this
Term Sheet and such other documents disclosed from
one party to another pursuant to and in connection
with this Term Sheet, and shall not, by any means
whatsoever or howsoever, disclose to the public or to
any third party, anything contained herein howsoever
derived, including without limitation to the statements
or information in respect of the proposed arrangements
relating to this collaboration contemplated herein
and/or to the existence of this Term Sheet and/or to its
terms and conditions except:

a) in compliance with the directives and/or

regulations of governmental authorities or
agencies;

b) to its financial advisors or legal counsel only on a

strictly need-to-know basis; or

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 c) with the express prior written consent of the
Parties, respectively;

as may be required by law or an order of a court of

competent jurisdiction.

12. Cost Each of the Parties shall bear the fees, costs and
expenses incurred in attending to the preparation,
negotiation and execution of this Term Sheet (including
legal costs).

13. Binding Nature The Parties intend this Term Sheet to be binding in
nature and to create a legally binding relationship, until
the termination of this Term Sheet in accordance with
the terms herein.

For purposes of clarity, the Collaboration Agreement

shall contain such other terms and conditions as may be
mutually agreed between the Parties.

14. Governing Law and All issues concerning the validity and operation of this
Jurisdiction Term Sheet and the rights and obligations of the Parties
hereunder will be governed exclusively by the laws of
Malaysia and the Parties hereto hereby agree to submit
to the non-exclusive jurisdiction of Malaysian Courts.

15. Dispute Resolution In any dispute, controversy or claim arises between or

among the Parties hereto out of or in relation to this
Term Sheet, or the breach, termination or invalidity
hereof the Parties shall exert their best endeavours to
settle such dispute, controversy or claim through
amicable consultation.

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EXECUTION PAGE

THIS TERM SHEET is hereby agreed and accepted by:

Signed by

___________________________
Name:

in the presence of

___________________________
Name:
NRIC No.:

Signed by

___________________________
Name:

in the presence of

___________________________
Name:
NRIC No.: