AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS

This Agreement for Chairman of Board of Directors (the “Agreement”) is effective [DATE],
BETWEEN: VITO Design Consultant and VITO Design & Commune Pte Ltd (the
“Company”), a company organized and existing under the laws of
Malaysia/Singapore of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]

AND: [DIRECTOR NAME] (the “Director”), a company organized and existing under
the laws of the [State/Province] of [STATE/PROVINCE], with its head office
located at:
[COMPLETE ADDRESS]

THIS AGREEMENT is made and entered into effective as of [DATE] (the “Effective Date”), by and
between [COMPANY NAME] a [STATE/PROVINCE] corporation, (“Company”) and [DIRECTOR NAME],
an individual (“Director”).

TERM
a) This Agreement shall continue for a period of 2 years from the Effective Date and shall
continue thereafter for as long as Director is elected as Chairman of the Board of Directors
(“Chairman”) of Company.
b) Notwithstanding the foregoing and provided that Director has neither voluntarily resigned nor
been terminated for “cause”, Company agrees to use its best efforts to reelect Director to the
Board for a period of 2 years at the 2023 Annual Meeting of the Shareholders.
POSITION AND RESPONSIBILITIES
a) Position. Company hereby retains Director to serve as Chairman of the Board of Directors.
Director shall perform such duties and responsibilities as are normally related to such position
in accordance with Company’s bylaws and applicable law, including those services described
on Exhibit A, (the “Services”), and Director hereby agrees to use his best efforts to provide
the Services. Director shall not allow any other person or entity to perform any of the Services
for or instead of Director. Director shall comply with the statutes, rules, regulations and orders
of any governmental or quasi-governmental authority, which are applicable to the
performance of the Services, and Company’s rules, regulations, and practices as they may
from time-to-time be adopted or modified.

b) Other Activities. Director may not hold any position outside activities or any other business
related or non-related to company operation for the next 2 years.
c) Except as set forth in Exhibit B, Director represents that, to the best of his knowledge,
Director has no outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize
any such conflict and agrees not to enter into any agreement or obligation that could create
such a conflict, without the approval of the Chief Executive Officer or a majority of the Board
of Directors.
d) If, at any time, Director is required to make any disclosure or take any action that may conflict
with any of the provisions of this Agreement, Director will promptly notify the Chief Executive
Officer or the Board of such obligation, prior to making such disclosure or taking such action.
No Conflict. Except as set forth in Section 2 (b) and Exhibit B, Director will not engage in any
activity that creates an actual conflict of interest with Company, regardless of whether such
activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and
Director agrees to notify the Board of Directors before engaging in any activity that creates a
potential conflict of interest with Company. Specifically and except as set forth in Section 2(b)
and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct
competition with the Company or serve in any capacity (including, but not limited to, as an
employee, consultant, advisor or director) in any company or entity that competes directly
with the Company, as reasonably determined by a majority of Company’s disinterested board
members, without the approval of the Chief Executive Officer.

COMPENSATION AND BENEFITS
a) Director’s Fee. In consideration of the services to be rendered under this Agreement,
Company shall pay Director a fee at the rate of RM 3000 to RM 15,000 per month, which
shall be paid depending on a ratio of company’s financial report and profits revenue division
to other company investments and assets in accordance with Company’s regularly
established practices regarding the payment of Directors’ fees, but in no event later than
[NUMBER] months after the Effective Date of this Agreement and each of its subsequent
anniversaries, if any.
b) Stock and Stock Options. Company acknowledges that Director is an owner of both Common
and Preferred Stock and holds an option to purchase stock in Company, and that the rights
attributable to these securities (the “Securities”) shall not be affected by the execution of this
Agreement. In addition, in consideration of the services to be rendered under this Agreement,
Company agrees to grant Director the following x figure [NUMBER] stock options subject to
the approval of the Board of Directors (the “Options”): (1) an option to purchase x figure
[NUMBER] shares of Company’s Common Stock at an exercise price of x figure [AMOUNT]
per share (the fair market value of Company’s Common Stock on the Effective Date), which
shall be fully vested on the Effective Date;

c) and (2) an option to purchase [NUMBER] shares of Company’s Common Stock, which shall
have an exercise price equal to [PERCENTAGE %] of the price charged pursuant to
Company’s Initial Public Offering (“IPO”), unless the IPO has not occurred by [DATE], in
which case, the exercise price shall be [PERCENTAGE %] of the fair market value of
Company’s Common Stock on such date, and which options shall be fully vested
commencing upon the earlier of the date of Company’s IPO or [DATE].
d) In the event (i) of a merger, change in control or sale of Company or (ii) Director either is
terminated as a board member or is not reelected, where the Director has not engaged in
conduct during his tenure on the board which would constitute “cause” for such termination,
as determined by a majority vote of the disinterested board members, the Shares
immediately shall become fully vested.
e) “Cause” means a determination by a majority of the disinterested board members that the
Director has been engaged in any of the following:
i) malfeasance in office;
ii) gross misconduct or neglect;
iii) false or fraudulent misrepresentation inducing Director’s
appointment;
iv) willful conversion of corporate funds;
v) material breach of an obligation to make full disclosure;
vi) gross incompetence;
vii) gross inefficiency;
viii) acts of moral turpitude; or repeated failure to participate (either
by telephone or in person) board meetings on a regular basis
despite having received proper notice of the meetings at least
[NUMBER] hours in advance thereof.

f) The removal of Director as Chairman, by itself, shall not affect the vesting schedule. The
Options shall be subject to the terms and conditions of Company’s [NUMBER] Stock
Incentive Plan (the “Plan”) and Company’s standard Stock Option Agreement, as modified by
this Agreement. During the term of this Agreement, Director may be granted additional stock
options or other equity rights, as determined by Company’s Compensation Committee, in its
sole discretion.
g) Benefits. Company will provide Director and his domestic partner with medical, dental, eye-
care, disability and life insurance benefits in accordance with the benefit plans established by
Company for its senior executives (as may be amended from time to time in Company’s sole
discretion) to the extent allowed under the terms of such plans and will pay all premiums for
coverage of Director and his family, including his domestic partner. Director shall also be
eligible to participate in any additional benefits made generally available by Company to its

senior executives, to the extent allowed by the benefit plans established by Company, which
may be amended or terminated at any time in Company’s sole discretion; except that Director
shall not be entitled to any paid vacation leave.
h) Expenses. The Company shall reimburse Director for all reasonable business expenses
incurred in the performance of his duties hereunder in accordance with Company’s expense
reimbursement guidelines.
i) Indemnification. Company will indemnify and defend Director against any liability incurred in
the performance of the Services to the fullest extent authorized in Company’s Certificate of
Incorporation, as amended, bylaws, as amended, and applicable law. Company has
purchased Director’s and Officer’s liability insurance, and Director shall be entitled to the
protection of any insurance policies the Company maintains for the benefit of its Directors
and Officers against all costs, charges and expenses in connection with any action, suit or
proceeding to which he may be made a party by reason of his affiliation with Company, its
subsidiaries, or affiliates.
j) Records. Director shall have reasonable access to books and records of Company, as
necessary to enable Director to fulfill his obligations as a Director of Company.

TERMINATION
a) Right to Terminate. At any time, Director may be removed as Chairman as provided in
Company’s Certificate of Incorporation, as amended, bylaws, as amended, and applicable
law. Director may resign as Chairman or Director as provided in Company’s Certificate of
Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding
anything to the contrary contained in or arising from this Agreement or any statements,
policies, or practices of Company, neither Director nor Company shall be required to provide
any advance notice or any reason or cause for termination of Director’s status as Chairman,
except as provided in Company’s Certificate of Incorporation, as amended, Company’s
bylaws, as amended, and applicable law.
b) Effect of Termination as Chairman. Upon a termination of Director’s status as Chairman, in
which Director remains a Director, this Agreement will terminate, and the Company and
Director will sign the Company’s standard Director’s Agreement, in effect at the time of the
termination, subject to any modifications to which both parties mutually agree; provided,
however, following such termination and for as long as Director continues to serve as a
Director of the Company, the Company will continue to provide Director
c) and his domestic partner with medical, dental and eye-care benefits provided by Section 3(g)
and will pay all premiums for coverage of Director and his family, including his domestic
partner under such benefit plans as provided in Section 3(g) to the extent allowed under
applicable law. Except as provided herein, the Company shall pay to Director all
compensation and benefits to which Director is entitled up through the date of termination,
and thereafter, all of the Company’s obligations under this Agreement shall cease, except as
provided in Section 6.

d) Effect of Termination as Director. Upon a termination of Director’s status as a Director, this
Agreement will terminate; Company shall pay to Director all compensation and benefits to
which Director is entitled up through the date of termination; and Director shall be entitled to
his rights under [YOUR COUNTRY LAW] and any other applicable law. Thereafter, all of
Company’s obligations under this Agreement shall cease, except as provided in Sections 6.

TERMINATION OBLIGATIONS
a) Director agrees that all property, including, without limitation, all equipment, tangible
proprietary information, documents, records, notes, contracts, and computer-generated
materials provided to or prepared by Director incident to his services belong to Company and
shall be promptly returned at the request of Company.
b) Upon termination of this Agreement, Director shall be deemed to have resigned from all
offices then held with Company by virtue of his position as Chairman, except that Director
shall continue to serve as a director if elected as a director by the shareholders of Company
as provided in Company’s Certificate of Incorporation, as amended, Company’s bylaws, as
amended, and applicable law.
c) Director agrees that following any termination of this Agreement, he shall cooperate with
Company in the winding up or transferring to other directors of any pending work and shall
also cooperate with Company (to the extent allowed by law, and at Company’s expense) in
the defense of any action brought by any third party against Company that relates to the
Services.
d) The Company and Director agree that their obligations under this Section, as well as section
6, shall survive the termination of this Agreement.
NON-DISCLOSURE OBLIGATIONS
Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or
after the term of this Agreement, any Proprietary Information (as defined below), confidential information,
or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the
extent necessary to perform the Services, as required by a lawful government order or subpoena, or as
authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information
belonging to customers and suppliers of Company, and other third parties, learned by Director as a result
of performing the Services.
“Proprietary Information” means all information pertaining in any manner to the business of Company,
unless

i) the information is or becomes publicly known through lawful
means;
ii) the information was part of Director’s general knowledge prior to
his relationship with Company; or

iii) the information is disclosed to Director without restriction by a
third party who rightfully possesses the information and did not
learn of it from Company.

DISPUTE RESOLUTION
a) Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between
Director (and his attorneys, successors, and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, members, agents, successors, attorneys, and
assigns) relating to the Services or the termination of those Services shall be brought in a
Singapore & Malaysia state court in the County of Singapore & Malaysia and that the parties
shall submit to the jurisdiction of such court.
b) The parties irrevocably waive, to the fullest extent permitted by [YOUR COUNTRY LAW], any
objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. If any one or more provisions of this Section shall for any reason be
held invalid or unenforceable, it is the specific intent of the parties that such provisions shall
be modified to the minimum extent necessary to make it or its application valid and
enforceable.
c) Attorneys’ Fees. Should any litigation, arbitration or other proceeding be commenced
between the parties concerning the rights or obligations of the parties under this Agreement,
the party prevailing in such proceeding shall be entitled, in addition to such other relief as
may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This
amount shall be determined by the court in such proceeding or in a separate action brought
for that purpose.
d) In addition to any amount received as attorneys’ fees, the prevailing party also shall be
entitled to receive from the party held to be liable, an amount equal to the attorneys’ fees and
costs incurred in enforcing any judgment against such party. This Section is severable from
the other provisions of this Agreement and survives any judgment and is not deemed merged
into any judgment.
ENTIRE AGREEMENT
This Agreement is intended to be the final, complete, and exclusive statement of the terms of Director’s
relationship solely with respect to his position as Chairman with Company. This Agreement entirely
supersedes and may not be contradicted by evidence of any prior or contemporaneous statements or
agreements pertaining to Director’s relationship as Chairman or Director. Agreements related to Director’s
ownership of the Securities are not affected by this Agreement.
AMENDMENTS; WAIVERS
This Agreement may not be amended except by a writing signed by Director and by a duly authorized
representative of the Company other than Director. Failure to exercise any right under this Agreement
shall not constitute a waiver of such right.
ASSIGNMENT
Director agrees that Director will not assign any rights or obligations under this Agreement, with the
exception of Director’s ability to assign rights with respect to the Securities. Nothing in this Agreement
shall prevent the consolidation, merger or sale of Company or a sale of all or substantially all of its assets.
SEVERABILITY
If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or
void, such provision shall be enforced to fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time period or scope of any provision
is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope
that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period
or scope to the maximum time period or scope permitted by law.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State/Province of
Singapore & Malaysia
INTERPRETATION
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or
against any party. Captions are used for reference purposes only and should be ignored in the
interpretation of the Agreement.
BINDING AGREEMENT
Each party represents and warrants to the other that the person(s) signing this Agreement below has
authority to bind the party to this Agreement and that this Agreement will legally bind both Company and
Director. This Agreement will be binding upon and benefit the parties and their heirs, administrators,
executors, successors and permitted assigns. To the extent that the practices, policies, or procedures of
Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this
Agreement shall control. Any subsequent change in Director’s duties or compensation as Chairman will
not affect the validity or scope of the remainder of this Agreement.
DIRECTOR ACKNOWLEDGMENT
Director acknowledges Director has had the opportunity to consult legal counsel concerning this
Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal
effect, and that Director has entered into it freely based on his own judgment and not on any
representations or promises other than those contained in this Agreement.
COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

DATE OF AGREEMENT
The parties have duly executed this Agreement as of the date first written above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
COMPANY DIRECTOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A
DESCRIPTION OF SERVICES

Responsibilities as Director. Director shall have all responsibilities of a Director of the Company imposed
by Delaware or applicable law, the Certificate of Incorporation, as amended, and Bylaws, as amended, of
Company. These responsibilities shall include, but shall not be limited to, the following:

Attendance. Use best efforts to attend scheduled meetings of Company’s Board of Directors;
Act as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary; and
Participation. Participate as a full voting member of Company’s Board of Directors in setting overall
objectives, approving plans and programs of operation, formulating general policies, offering advice and
counsel, serving on Board Committees, and reviewing management performance.

EXHIBIT B
AUTHORIZED ACTIVITIES

What does it means by authorised activities under this part???

EXHIBIT C

DESCRIPTION OF DIRECTORS CLAIMABLES & NON-CLAIMABLES EXPENSE
Responsibilities as Director. Director shall have all responsibilities of a Director of the Company imposed
by Delaware or applicable law, the Certificate of Incorporation, as amended, and Bylaws, as amended, of
Company. These responsibilities shall include, but shall not be limited to, the following:

No. Items Claimable Non-Claimable
01 Petrol Yes –
02 Telecommunication Yes (Up to RMxx) –

EXHIBIT D

DESCRIPTION OF DIRECTORS TITLES POSITION

Key Info Address Email / HP VITO. Parent Company Position

Ophelia Jen
Neon Ee
Jenny Loh

VITO Design & Commune CEO

Kyle Tan
Milk Wong

TOM DIGITAL CEO

Neon Ee
Eva Tee

ARCHIMAT CEO

Jenny Loh
Eva Tee

WANDERHAUS CEO

Kyle Tan
Milk Wong

BIOBIZ. CEO

Ophelia Jen
Kyle Tan

FREELY. CEO
Eva Tee FEIIBIAN CEO

*Each Shareholder Director to hold 2 roles min. in each company to oversee the company operation and
business growth.

EXHIBIT E

DESCRIPTION OF DIRECTORS ENTITLEMENTS & ALLOWANCES

Entitlements

Annual
Leaves

Sick
Leave

Maternal
Leave

Paternal
Leave

Hospitalisation
Leave

Passionate
Leave
28 Days 07 Days 60 Days 30 Days 60 Days 07 Days

Allowances

Car Mobile Petrol Dental Medical Accommod.
RM 500 –
RM1500/mth

Full Claim Full Claim RM100/year Refer Chart Full Claim

Director Fees Tables

Profit (In Bank
min. 90 days)

< RM50K >RM150K >RM300K >RM500K >RM1M

Capped at
RM30K

RM1500 RM5000 RM10,000 RM20,000 RM30,000

EXHIBIT E

DESCRIPTION OF VITO. IP & ASSETS

Brand Name Status Tech Business Projections
ArchiMAT Fully Owned PAAS
Platform

Architectural Building Virtual
Material Library with Business
Listing Platform

RM100 Millions
/5 years

WanderHaus Fully Owned PAAS
Platform

Virtual Augmented Event &
Shopping Platform

RM50 Millions
/5 years

BioBiz. Fully Owned PAAS
Platform

Business Listing with Virtual
Business Store Platform

RM5 Millions
/5 years

Freely Partial Owned PAAS
Platform

Customer, Service Provider
and Business Owner Matching
Platform with New Retail
Digitalisation Technology.

On Hold

VITO Design Fully Owned Services New Retail 4.0 Service
Provider

2 Million / yr

TOM Digital Fully Owned Services Virtual Augmented Marketing
Service Product

1 Million / yr

Feiibian Design Partial Owned Services Interior Design Service
Provider

500K/yr

EXHIBIT F

DESCRIPTION OF VENTURE PARTNERS / SOFTWARE / HARDWARE

VENTURE PARTNERS

Company Name Key Roles Agreements
Tommy Teo
Ken Fong

SOFTWARE PARTNERS

Company Name Software Price
Nextech AR

HARDWARE + SOFTWARE PARTNERS

Company Name Business Agreements
Tapway

Nexnova

EXHIBIT G

DESCRIPTION OF PAY-UP CAPITAL / OWINGS TO DIRECTOR FEES

Owning Directors
Date Items Amount Loan Return Remarks

EXHIBIT H

DESCRIPTION OF SCHEDULE OF ADVANCES LOAN / REPAYMENT SCHEME

REPAYMENT SCHEME

Year 2020 Signature
January
February
March
April
May
June
July
August
Sept
October
November
December
January
2021
February
March

EXHIBIT I

DESCRIPTION OF SCHEDULE OF PROFIT DISTRIBUTIONS / INVESTMENT

PROFIT DISTRIBUTION

% Emergency *Investment Growth Marketing
100 30% 30% 30% 10%

INVESTMENT SCHEDULE

% Property Stocks Business Assets
100 30% 10% 20% 40%

EXHIBIT J

DESCRIPTION OF COMPANY STRUCTURE & BLUEPRINT

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AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS

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