CONVERTIBLE NOTE AGREEMENT

November 22, 2023

CONVERTIBLE NOTE AGREEMENT

This Convertible Note Agreement (the “Agreement”) is made on [insert date] by and
between [INSERT NAME OF THE COMPANY], a corporation organized under the
laws of Malaysia and whose principal place of business is at [insert address] (the
"Company"), and [INSERT NAME OF INVESTOR] whose address is at [insert
address] (the "Investor").
WHEREAS, the Company desires to borrow funds from the Investor to use for [insert
purpose of funding]; and
WHEREAS, the Investor is willing to provide such funds to the Company on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties agree as follows:
1. Principal Amount.
a) The Investor agrees to loan the Company the principal amount of MYR
5,000,000.00 (the "Principal Amount"), which shall be disbursed to the
Company in one or more instalments at the discretion of the Investor.
b) The Principal Amount shall accrue interest at a rate of 3% per annum (the
"Interest Rate"), calculated on the basis of a 365-day year and the actual
number of days elapsed.
c) Interest shall be payable quarterly in arrears on the last day of each
calendar quarter. In the event of conversion of the Note pursuant to
Section 3 below, accrued but unpaid interest shall be included in the
Principal Amount being converted.
2. Conversion.
a) Optional Conversion. At any time prior to the Maturity Date, the Investor
may elect to convert all or any portion of the outstanding Principal Amount
and accrued but unpaid interest into shares of the Company’s common
stock (the "Common Stock"), at a conversion price equal to the lesser of (i)
[insert cap amount] or (ii) the price per share paid by the next equity
investors. In addition, the Investor shall be entitled to a [insert discount
percentage]% discount on the price per share paid by the next equity
investors.
b) Automatic Conversion. Upon the occurrence of a Qualified Financing, as
defined below, the outstanding Principal Amount and accrued but unpaid
interest shall automatically convert into shares of Common Stock at the
conversion price determined in accordance with Section 2(a) above.
"Qualified Financing" means the first sale of the Company’s equity
securities, in a single transaction or a series of related transactions, to a
third-party investor or investors for an aggregate purchase price of not less
than [insert amount].
c) Mechanics of Conversion. To convert this Note, the Investor shall submit
to the Company a written notice of election to convert (the "Conversion

Notice"), specifying the Principal Amount and accrued but unpaid interest
to be converted and the date on which conversion is to be effected, which
date shall be at least ten (10) business days after the delivery of the
Conversion Notice. The Company shall, as soon as practicable after
receipt of the Conversion Notice, issue and deliver to the Investor a
certificate or certificates representing the shares of Common Stock
issuable upon conversion of this Note. The conversion of this Note shall be
deemed to have been made on the date on which the Company receives
the Conversion Notice, and the Investor shall be deemed to have become
the holder of record of the shares of Common Stock issuable upon
conversion of this Note on such date.
d) Fractional Shares. No fractional shares of Common Stock shall be issued
upon conversion of this Note. In lieu of any fractional shares to which the
Investor would otherwise be entitled, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share
of Common Stock on the date of conversion, as determined in good faith
by the Board of Directors of the Company.
3. Maturity Date.
a) The entire Principal Amount and all accrued but unpaid interest shall
become due and payable on [insert maturity date] (the "Maturity Date").
b) The Investor may elect to extend the Maturity Date for a period of up to
[insert extension period] days by providing written notice to the Company
at least [insert notice period] days prior to the original Maturity Date. In the
event of such extension, the Interest Rate shall be increased to [insert
increased interest rate] per annum.
4. Optional Redemption.
a) The Company shall have the right, at its option, to redeem all or any
portion of the outstanding Principal Amount and accrued but unpaid
interest at any time on or after [insert redemption date] (the "Redemption
Date") by paying to the Investor an amount equal to the outstanding
Principal Amount and accrued but unpaid interest being redeemed, plus a
redemption premium equal to [insert premium percentage]% of the
outstanding Principal Amount being redeemed.
b) The Company shall give written notice to the Investor of its intention to
redeem the Note, specifying the portion of the outstanding Principal
Amount to be redeemed and the Redemption Date.
c) If the Company elects to redeem the Note pursuant to this Section 4, the
Investor shall be required to surrender the Note to the Company, and the
Company shall pay the redemption amount to the Investor promptly upon
receipt of the surrendered Note.
5. Representations and Warranties.
a) The Company represents and warrants to the Investor that it is a
corporation duly organized and validly existing under the laws of Malaysia,

and has the power and authority to enter into and perform its obligations
under this Agreement.
b) The Investor represents and warrants to the Company that it has full
power and authority to enter into and perform its obligations under this
Agreement, and that its execution, delivery and performance of this
Agreement does not and will not violate any law or agreement to which it is
a party or by which it is bound.
6. Miscellaneous.
a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b) This Agreement shall be governed by and construed in accordance with
the laws of Malaysia.
c) Any dispute arising out of or in connection with this Agreement shall be
resolved amicably, failure to which it shall be resolved by arbitration in
accordance with the rules of the Malaysian Arbitration Association.
d) This Agreement may not be amended or modified except in writing signed
by both parties.
e) This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior negotiations,
agreements and understandings between the parties.
f) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the parties have executed this Convertible Note
Agreement as of the date first written above.
[Company Name]
By: ________________________________
Name: ______________________________
Title: _______________________________
[Investor Name]
By: ________________________________
Name: ______________________________
Title: _______________________________

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