INTEREST PURCHASE AGREEMENT

This INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of {{agreement_date}}(the “Effective Date”) by and between:

{{name_of_the_seller_company}}, a company organized and existing under the laws of the Malaysia, with registered address at {{seller_registered_address}}(“Seller”); and

{{buyer_company_name}}, a corporation organized and existing under the laws of Malaysia, with registered address at {{buyer_registered_address}}(“Buyer”).

(Seller and Buyer are collectively referred to as the “Parties,” and each individually as a “Party”.)

Recitals

A. Seller is the owner of: {{ownership_interest}}% of the membership interests in {{company_name_target_company}} , a limited liability company organized under the laws of Malaysia (the “Company”) (the “Interest”).

B. Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase, acquire and accept, all of Seller’s right, title and interest in and to the Interest, with effect as of the Effective Date, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

Sale and Transfer

1.1 Sale. Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases, acquires and accepts from Seller, all of Seller’s right, title and interest in and to the Interest with effect as of the Effective Date.

1.2 Purchase Price. In consideration for the sale, transfer and assignment of the Interest, Buyer shall pay to Seller the amount set forth in EXHIBIT A attached hereto (the “Purchase Price”), which constitutes the fair market value of the Interest.

1.3 Payment. Buyer shall pay the Purchase Price to Seller by making respective accounting entries on the Parties’ books within 30 days of the Effective Date.

1.4 Purchase Price Adjustment. The Parties acknowledge that it is their intention that the Interest be transferred and assigned to Buyer for their fair market value as at the Effective Date. If at any time during the period within sixty (60) days after the Effective Date, the Parties determine that the Interest were not transferred for their fair market value as at the Effective Date, the Parties agree to adjust the Purchase Price, and, if applicable, the principal amount of the Note, to reflect the fair market value of the Interest as at the Effective Date (the “Adjusted Purchase Price”).

1.5 In the event that it is determined by the Parties that the Adjusted Purchase Price is greater or less than the Purchase Price, the following adjusting payments, as appropriate, shall be made in cash within ten (10) days of such determination or within sixty (60) days after the Effective Date, whichever is later: (a) in the event the Adjusted Purchase Price is greater than the Purchase Price, Buyer shall pay to Seller the amount by which the Adjusted Purchase Price is greater than the Purchase Price; and (b) in the event the Adjusted Purchase Price is less than the Purchase Price, Seller shall repay the difference between the Purchase Price and the Adjusted Purchase Price to Buyer.

Representations and Warranties

2.1 Limited Warranty. Seller represents and warrants to Buyer that, to Seller’s best knowledge, the Interest is free and clear of any liens, charges, pledges, security interests or other encumbrances. Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, (a) Seller is not making any representations or warranties, express or implied, with respect to the Interest, and (b) THE INTEREST IS HEREBY TRANSFERRED ON AN “AS IS” BASIS.

2.2 Obligations under Governing Agreement. Buyer hereby agrees to, and to be bound by, as sole member, all of the terms and conditions of the Agreement of the Company, dated effective as of [x] (the “Governing Agreement”); Seller and Buyer hereby consent to, and Seller hereby resigns and withdraws as a “Member” of the Company in light of the transfer hereby of the Interest, which constitutes Seller’s entire membership interest in the Company, to Buyer; and, effective as of the Effective Date, the Governing Agreement is, and is deemed in all respects to be, amended to (i) remove Seller as a “Member” and (ii) otherwise reflect such removal for all purposes thereof and that Buyer is the only remaining “Member” of the Company.

2.3 Consent to Transfer of Interest. Seller and Buyer hereby agree and consent to the sale, transfer and assignment hereby of the Interest and direct the Company to record such transfer on its books.

Miscellaneous

3.1 Beneficial Ownership. It is the intention of the Parties that the distribution of the Interest shall be effective as of the Effective Date, from and after which date Buyer shall be the beneficial owner of the Interest for all purposes and that all the benefits and burdens of ownership of the Interest shall transfer to Buyer on the Effective Date.

3.2 However, the Parties acknowledge and agree that certain of the transfers contemplated by this Agreement may not be effected on the Effective Date due to the inability of the Parties to obtain necessary consents or approvals or the inability of the Parties to take certain other actions necessary to effect such transfers. To the extent any transfers contemplated by this Agreement have not been fully effected on the Effective Date, Seller and Buyer shall cooperate and use commercially reasonable efforts to obtain any necessary consents or approvals or take any other actions necessary to effect such transfers as promptly as practicable following the Effective Date.

3.3 Nothing herein shall effect the transfer of the Interest to the extent that such transfer would constitute a material breach of such contract or cause forfeiture or loss of such Interest. If an attempted assignment would be ineffective or would impair Buyer’s rights under any such Interest so that Buyer would not receive all such rights, then the Parties will use commercially reasonable efforts to provide to, or cause to be provided to, Buyer, to the extent permitted by law, the rights with respect to any such Interest and take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Interest had been transferred as contemplated hereby.

3.4 Without limiting the foregoing and in connection therewith, (a) Seller will promptly pass along to Buyer (or such person as directed by Buyer) when received all benefits derived by Seller with respect to any such Interest and (b) Buyer will pay, perform and discharge on behalf of Buyer all of Seller’s obligations with respect to any such Interest in a timely manner and in accordance with the terms thereof which it may do without breach. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of the applicable Interest will be effected in accordance with the terms of this Agreement.

3.5 Further Assurances.

(a) Cooperation. In addition to and without limiting the actions expressly provided for elsewhere in this Agreement each of the Parties shall cooperate with each other and use (and shall cause its respective subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Effective Date, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the ancillary agreements.

(b) Certain Actions. Without limiting any other provisions of this Section, at and after the Effective Date, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party from and after the Effective Date, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of transfer or title, and to make all filings with, and to obtain all consents or governmental approvals, any permit, license, contract, indenture or other instrument (including any consents or governmental approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the ancillary agreements, in order to effectuate the provisions and purposes of this Agreement and the ancillary agreements and the transfers of the applicable Interest and the other transactions contemplated hereby and thereby.

(c) Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Interest allocated to such other Party under this Agreement or any of the ancillary agreements, free and clear of any security interest.

3.6 Transfer Taxes. All transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar taxes, however assessed) together with any notarial and registry fees and recording costs imposed by any tax authority or other governmental authority in connection with the transactions contemplated by this Agreement (“Transfer Taxes”), together with any notarial and registry fees and recording costs imposed by any tax authority or governmental authority in connection with the transactions contemplated by this Agreement shall be borne by [Seller] unless prohibited by applicable law; provided, however, that [Buyer] shall pay and be solely responsible for all Transfer Taxes that are recoupable by [Buyer]. To the extent that any one Party claims an exemption from any Transfer Taxes, such Party shall provide to the other Party the appropriate exemption certificates or any other documentation that evidences such exemption. Seller and Buyer shall cooperate in timely making and filing all tax returns that may be required to comply with applicable law related to Transfer Taxes.

3.7 Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the laws of Malaysia, without giving effect to the conflicts of laws principles thereof.

3.8 Severability. In the event any one or more of the provisions contained in this Agreement or any ancillary agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

3.9 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

3.10 Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

3.11 Amendments. This Agreement may not be amended, supplemented or otherwise modified except by a written instrument executed by each of the Parties hereto.

SELLER

Name: {{name}}

Designation: {{designation_if_applicable}}

NRIC/Passport: {{nric_passport}}

Signature:{{seller_signature}}

BUYER

Name:{{name}}

Designation:{{designation}}

NRIC/Passport:{{nric_passport}}

Signature:{{buyer_signature}}