Common use of The Subscription Clause in Contracts

The Subscription. 2.1 The Special Warrants will be issued and registered in the name shown at the beginning of this Agreement under “Registration Instructions”, or if that name has not been completed, then in the Subscriber’s name. 2.2 The Subscriber acknowledges that the Special Warrants subscribed for hereunder form part of a larger sale of Special Warrants by the Issuer. 2.3 The Subscriber acknowledges that the Special Warrants are non-transferable. 2.4 Each Special Warrant entitles the holder to acquire, without payment of any consideration in addition to that paid for the Special Warrant, one (1) common share in the capital of the Issuer (a “Share”). 2.5 The Special Warrants will automatically convert into Common Shares and will be deemed to have been exercised without any further action or payment on the part of the Holder on the earlier of: (a) the first (1st) business day following the day on which a receipt for a (final) prospectus has been issued to the Issuer by or on behalf of the securities regulatory authorities in a province of Canada or such other jurisdiction(s) as may be determined by the Issuer; or, (b) the 240th day following the date of issuance of the Special Warrants. (the “Automatic Conversion”) The issuance of the Special Warrants shall not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights prior to or following the Automatic Conversion of the Special Warrants. 2.6 Following the Automatic Conversion of the Special Warrants, the Issuer will deliver certificates representing the underlying Shares to its legal counsel to hold in the Issuer’s corporate records book. Alternatively, in the event that the Issuer becomes listed on a stock exchange, the registrar and transfer agent of the Issuer, will issue to the Holder a freely-trading “public company” common share certificate representing the number of Shares held by the Subscriber following the exercise or automatic conversion of the Special Warrants. 2.7 The written acknowledgment of Special Warrant to be delivered to the Subscriber following the Closing is for information only and will be not negotiable and non-transferable. The Issuer will not issue warrant certificates upon the issuance of the Special Warrants. The Special Warrants are being issued in the capital of the Issuer as uncertificated, book entry only, special warrants.

The Subscription. 2.1 4.1 Within seven (7) days from the fulfilment /satisfaction of all Conditions Precedents, the parties shall do the following for the Completion of the subscription of the Subscription Shares and the Subscription RCPS; (i) GSC shall deliver to the Company a bankers cheque/cashiers order or confirmation of a telegraphic transfer in favour of the Company for the sum of Ringgit Malaysia Six Hundred Thousand (RM600,000.00) only; and (ii) The Special Warrants will be issued Company shall in exchange therefore, issue and registered in deliver to GSC the share certificates pertaining to the Subscription Shares and the Subscription RCPS duly executed by the Company and shall enter the name shown at of GSC as the beginning holder of the Subscription Shares and the Subscription RCPS ("the Completion Date") 4.2 Until Conversion on the terms of this Agreement under “Registration Instructions”, or if that name has not been completed, then in the Subscriber’s name. 2.2 The Subscriber acknowledges that holders of the Special Warrants subscribed for hereunder form part of a larger sale of Special Warrants by the Issuer. 2.3 The Subscriber acknowledges that the Special Warrants are non-transferable. 2.4 Each Special Warrant entitles the holder to acquire, without payment of any consideration Subscription RCPS shall in addition to that paid for the Special Warrant, one (1) common share rights set out in the capital Appendix 3 hereto be entitled to receive notices and to vote at all general meetings of the Issuer Company and at any such meeting, each Subscription RCPS shall have and be entitled to eighteen (a “Share”)18) votes. 2.5 4.3 The Special Warrants will automatically convert into Common RCPS issued to GSC pursuant to the terms of this Agreement shall upon conversion allotment and issue ("the Converted RCPS") rank for all dividends and shall thereafter be entitled to all rights, bonus issues, stock splits accruing to the Converted RCPS or the Shares and will be deemed in all other respects rank pari passu with the existing Shares of the Company except that the Converted RCPS shall not carry any entitlement to have been exercised without any further action or payment dividends declared on the part Shares of the Holder on the earlier of: (a) the first (1st) business day following the day on which a receipt for a (final) prospectus has been issued Company prior to the Issuer by or on behalf of the securities regulatory authorities in a province of Canada or such other jurisdiction(s) as may be determined by the Issuer; or, (b) the 240th day following the date of issuance issue and allotment of the Special Warrants. (the “Automatic Conversion”) The issuance of the Special Warrants shall not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights prior to or following the Automatic Conversion of the Special WarrantsConverted RCPS. 2.6 Following 4.4 For the Automatic avoidance of any doubt, neither the Investor nor GSC shall be obliged to exercise the Conversion of rights attached to the Special Warrants, the Issuer will deliver certificates representing the underlying Shares to its legal counsel to hold in the Issuer’s corporate records book. Alternatively, Subscription RCPS in the event the Company and/or the Existing Shareholders are in material breach of any of the Warranties made by it/them in this Agreement or the Shareholders Agreement or in the event there has been a material adverse change in the condition (financial or otherwise) of the Company. 4.5 At the request of the Existing Shareholders, the Investor hereby agrees to indemnify the Existing Shareholders to the extent of fifty-six percent (56%) of any amount for which the Existing Shareholders may become liable pursuant to the Bank Guarantees. 4.6 It is further agreed between the Investor, the Company and the Existing Shareholders that any or all amounts owing by GSC to the Company as at the Balance Sheet Date shall continue to remain as a debt owing by GSC to the Company on the existing terms until such time that the Issuer becomes listed on a stock exchange, financial position of GSC permits the registrar and transfer agent repayment of the Issuer, will issue to the Holder a freely-trading “public company” common share certificate representing the number of Shares held by the Subscriber following the exercise or automatic conversion of the Special Warrantsdebt. 2.7 The written acknowledgment of Special Warrant to be delivered to the Subscriber following the Closing is for information only and will be not negotiable and non-transferable. The Issuer will not issue warrant certificates upon the issuance of the Special Warrants. The Special Warrants are being issued in the capital of the Issuer as uncertificated, book entry only, special warrants.