THIS AGREEMENT is made

BETWEEN:-
 

The persons named in Schedule 1 as the Initial Partners of the limited liability
partnership and such other or additional persons as are admitted as Partners
of the limited liability partnership in accordance with this agreement and
whose partnership of the limited liability partnership has not ceased in
accordance with this agreement.

AND

The limited liability partnership (LLP No : LLP 0012558 - LGN) registered under
the name APC ONE PLT which the Partners [will seek to register OR have
registered] with the Companies Commission of Malaysia [with number
[NUMBER]] under an incorporation document signed by the Initial Partners
(LLP).]
 

Hereinafter referred to individually as a 'Party' or collectively as the 'Parties’

 
BACKGROUND
 
1. The Initial Partners have carried out investment activity on Ata Plus and have
agreed to the terms offered in the Investment Agreement for an LLP to be the
investment holding vehicle to be incorporated upon successful fundraising of the
company party to the Investment Agreement.
2. The Initial Partners have agreed to enter into this agreement to set out the
basis on which the LLP is to be organised and to regulate the rights and obligations
of the Partners of the LLP.
 
NOW THIS AGREEMENT WITNESSETH as follows:-
 

1. INTERPRETATION
 

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1. The definitions and rules of interpretation in this clause apply in this
agreement. Accounting Reference Date: [DATE] or such other date as determined in
accordance with this agreement.

Act : the Limited Liability partnerships Act 2012 and any amendments to that Act.
Auditors : [NAME] of [ADDRESS] or such other auditors as may be appointed in
accordance with this agreement.
Bank : [NAME] branch of [NAME] at [ADDRESS] or such other bank as may be
appointed in accordance with this agreement.
Bankruptcy Act 2016 : the relevant provisions of the Insolvency Act 1986 (as
amended), as are applied to LLPs in accordance with regulations made under the
Act.
Business : the profession, trade or business of [NATURE OF BUSINESS] to be
carried on by the LLP or any such other business determined in accordance with this
agreement.
Business Day : any day which is not a Saturday, a Sunday or a bank or public
holiday in Malaysia.
Custodian : Is the compliance officer as defined in LLP Act 2012.
Company : Referred to the Investee has engineered a product called “x xx ”
(hereinafter referred to as “ the Products ”) and through the ECF platform has
advertised their company business plan and/or the Products and is desirous to raise
funds for its business to achieve the fundraising amount targeted.

ECF Platform : Ata Plus Sdn Bhd is a registered and licensed electronic facility
operator (hereinafter referred to as “the Operator”) that provides an online platform
for equity crowdfunding services to approved issuers and investors

Leaving Date : a date on which an Outgoing Partner ceases or is deemed to cease
to be a Partner of the LLP under this agreement.

LLP : the limited liability partnership [to be] incorporated under the name which the
Custodian [will seek to register OR have registered] with the registrar of companies
with number [NUMBER] under an incorporation document signed by the Initial
Partners. The LLP will be an investment holding vehicle.

Investment Holding vehicle : An LLP holding issued shares in the name of
investors, who have invested into Company through ECF Platform.

Liquidity Event : The merger, purchase or sale of a corporation or an Initial public

offering. A liquidity event is a typical exit strategy of a company, since the liquidity
event typically converts the ownership equity held by a company's founders and
investors into cash.

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 Partners : the Initial Partners and such other or additional persons as are admitted
as Partners of the LLP in accordance with this agreement and whose partnership of
the LLP has not ceased in accordance with this agreement.

Name: the name of the LLP which the Designated Partners [will seek to register OR
have registered] with the registrar of companies.

Outgoing Partner : any person who ceases to be a Partner of the LLP for any
reason. Registered Office: the registered office of the LLP which the Designated
Partners [will seek to register OR have registered] with the registrar of companies.
Trading Name: the name of [NAME] under which the LLP trades.

Blockchain : A blockchain is a public ledger of all transactions that have ever been
executed using the blockchain ledger. It is constantly growing as 'completed' blocks
are added to it with a new set of recordings. The blocks are added to the blockchain
in a linear, chronological order.

Partnership Unit : A unit assigned to Partners of LLP in proportion to respective

investment size. Partnership Units represent Partners’ indirect shareholding in the
underlying company. Partnership Units are represented by Tokens on the blockchain
ledger.

Token : refers to cryptographically secured information saved on the blockchain

using the COLU blockchain protocol, which represent LLP Partners’ ownership rights
in the LLP.

Wallet : refers to software made available by Ata-Plus used for storing a Partners’
tokens and access keys.

2. LLP SETUP
 

1. Incorporation
1. The LLP will be registered in the event of a successful
fundraising campaign on the ECF Platform.
 
2. The Custodian shall complete and deliver to the Companies
Commission of Malaysia all necessary documents and fees to incorporate the LLP in
accordance with the Act.
 
3. The LLP shall keep the certificate of registration of the LLP
issued by the registrar of companies at the Registered Office
 
2. Commencement, Business & Duration

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1. The sole business purpose of the LLP is to hold shares in the
name of investors, who have invested into Company through ECF Platform.
 
2. The provisions of this agreement are deemed to have taken
effect on incorporation of the LLP.
 
3. LLP shall cease to exist upon Liquidity Event and/or voluntary
liquidation and/or termination as defined in this agreement.
 
3. LLP Property
1. The shares transferred to the LLP upon successful fundraising
as defined in the Investment Agreement on the ECF Platform will become the
property of LLP.
 
2. A Bank Account(s) registered with Malaysian Banks as defined
by the Custodian.
 
4. Banking
1. The Custodian may open one or more bank account(s) and/or
digital wallets from time to time as may be required.
 
2. All monies belonging to the LLP shall be paid promptly into the
LLP’s account at the Bank for the credit of the LLP.
 
3. All monies received by the LLP or any Partner on behalf of any
client or third party shall be paid and delivered promptly to the client or third party
into an appropriate client account in accordance with the rules or regulations of any
professional or regulatory body, which may exercise relevant jurisdiction over the
LLP.
 
5. Holding of Investor’s Shares
1. Following the issue of Investor’s Shares in the name of the LLP,
the LLP shall hold on the Investor’s behalf the Investor’s Shares and act on matters it
believes to be in the best interest of the Investor taken together as a group
including :
1. Casting votes;
 
2. Issuing or refusing to issue consents or approvals;
 
3. Approving or declining to approve any exit transaction;
and
 
4. Taking or not taking any other actions to which the LLP is
entitled by virtue of being the legal shareholder of the Investor’s Shares.

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3. PARTNERSHIP UNIT REGISTRY
1. The Initial Partners [shall contribute OR have contributed] the total sum
of investment made into Company in the proportions specified in the Investment
Agreement.
 
2. At incorporation of the LLP, each of the Initial Partners acquires
ownership in the LLP in accordance with the amount or value of their contribution
with regards to the investment in the Investment Agreement.
 
3. Ownership acquired by the Partners in the LLP is recorded in the
partnership unit registry. Ownership in the LLP is represented by Partnership Unit(s)
which will be allocated to Partners by the Custodian according to the Term Sheet
and Investment Agreement.
 
4. The Custodian maintains the partnership unit registry until the LLP
ceases to exist.
 
5. New Partners will be bound by the Terms and Conditions set out in this
agreement.
 
6. The Partners shall contribute any further capital which the Custodian
determines as being required for the purposes of the LLP in accordance with:
A. Instructions from the Custodian ; and
B. The proportions in which the Partners are entitled to the profits of the LLP as set
out in Section 4 of this Agreement.

 
4. PARTNER'S RIGHTS TO RETURNS
 
1. Returns & Proceeds
1. Rights to returns represented in Partnership Units in the event
when LLP receives any payout.
 
2. Partner’s rights to returns are determined by the number of
Partnership Units the partner holds in the LLP.
 
2. Distribution
1. If the Company pays a cash dividend or makes a cash
distribution to the holders of its shares, the LLP shall, as soon as practicable after
receiving such dividend or distribution, distribute it to the Partners. The Company
shall bear all bank charges and taxes in respect of the payment of dividends.
Notwithstanding the foregoing, Parties agree that the Company may pay the
dividends directly OR indirectly to the Partners (without the LLP receiving dividends
on behalf of the Partners). The LLP shall not be responsible to see to the correct
distribution of the dividends. If requested by the Company, the LLP shall furnish the
bank account details of the Partners based on the information set out in the
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 Partnership Units Registry.
 
2. The Custodian upon receipt of funds must distribute to the
Partners in a timely manner and fulfilling all the regulatory obligations.
 
3. Any distributions must take into account all outstanding
obligations.

 
5. OPERATION & GOVERNANCE
 
1. Partners Duties & Restrictions
1. Each Partner shall at all times:
1. comply with all legislation, regulations, professional
standards and other provisions as may govern the conduct of the Business.
2. show the utmost good faith to the LLP and the other
Partners in all transactions relating to the Business and affairs of the LLP and give
the LLP a true account of all such dealings;
3. promptly give details to the Custodian of any changes to
their personal particulars, which shall be notified to the registrar of companies under
the Act;
4. Inform the Custodian without delay on becoming party to
any legal proceedings as may relate to The Partnership;
 
2. Partners will NOT represent LLP in any business that
contravenes the business as stated as the business of the LLP.
 
2. Decision Making
1. This Partnership Agreement may be amended by the approval
of a majority of Partners voting in a partner’s meeting
 
3. Confidentiality
1. Each Partner and outgoing partner undertakes that they shall
not at any time use, divulge or communicate to any person, except to
their professional representatives or advisers or as may be required by law or any
legal or regulatory authority, any confidential information concerning the Business or
affairs of the LLP or the other Partners which may have or may in future come to
their knowledge and each of the Partners and outgoing partners shall use their
reasonable endeavours to prevent the publication or disclosure of any confidential
information concerning such matters.
 
2. For the purposes of clause 5.2.1, confidential information does
not include information which:
1. is or becomes generally available to the public other than
as a result of disclosure by a Partner, an Outgoing Partner or their representatives or
advisers contrary to their respective obligations of confidentiality; or

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2. is or becomes available to a Partner or an outgoing
partner otherwise than pursuant to this agreement and free of any restriction as to its
use or disclosure.

 
6. APPOINTMENT OF CUSTODIAN
1. A custodian shall be responsible for the doing of all acts, matters and
things as required to be done under the LLP Act 2012 and the Limited Liability
partnerships Regulations 2012 (‘LLP Regulations 2012’)
 
2. Obligations of Custodian
1. The Partner acknowledges and expressly agrees that in certain
circumstances it may be necessary for the Custodian not to take an action or fulfil an
obligation set forth in this Agreement if precluded by a contractual arrangement with
the Company which the Custodian has entered into in the belief that such contractual
agreement is in the best interests of the Partner.
1. The Custodian shall be entitled to regard an action as in
the best interests of the Partner if it regards it as being in the best interest of the
Partner and other such Partners as a group; and
 
2. The Custodian shall be entitled to have regard only to the
interests of the Partner and any other Partner in relation to the shares of the
Company held by the LLP on their behalf.
 
2. Within fifteen (15) Business Days of registration of the Investor’s
Shares in the name of the LLP, the Custodian shall issue a certificate, which may be
electronic to the Investor setting out the following information :
A. The number of Shares held by the LLP on behalf ot the Investor in the Company;
B. The corresponding Partnership Units corresponding to the Shares; and
C. The name of the Crowdfunding Exercise.

D. The Certificate may be electronic.

 
3. The Custodian shall not be liable to the Partner, and hereby
disclaims to the fullest extent permissible by law all liability, for :
1. Any losses or damages resulting from or related to
actions taken or omitted to be taken by the LLP in connection with matters
contemplated by this Agreement except to the extent that such losses are the direct
result of fraud on the part of the Custodian; and
 
2. Any indirect, consequential, special or punitive loss,
damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of
business, lost or wasted management time or time of other employees, loss of
reputation, depletion of goodwill or loss, damage or corruption of data.
 
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4. Without prejudice to paragraph 6.3.2, in no event shall the
Custodian be liable to the Partner for more than the total amount invested by the
Partner in the shares of the Company pursuant to this Agreement.
 
5. The Partner hereby warrants that the information set out in
Schedule 1 are true, accurate and complete and that there are no material
omissions. In the event of a change of such information, the Partner shall send the
Custodian written notification of such change within three (3) Business Days of such
change. The Partner acknowledges and accepts that the Custodian shall not be able
to perform its obligations without the updated information and the Investor shall
release the Custodian from all liabilities in the event the Custodian performs its
obligations based on the outdated information.

 
7. REPLACEMENT OF CUSTODIAN
1. The Partners may, at any time and entirely at its discretion, appoint any
other person as a replacement Custodian (“New Custodian” ) provided that such
New Custodian : 
1. Fulfils all the requirements of a compliance officer as stated in
the LLP Act 2012
 
2. Is able to perform the obligations of the Custodian under this
Agreement and duties and liabilities as required to be done under the LLP act 2012
and the Limited Liability Partnerships Regulations 2012 (“LLP Regulations 2012”).
 
2. Upon a New Custodian’s acceptance of an appointment pursuant to
paragraph 
1. The New Custodian shall be deemed the Custodian for all
purposes of this Agreement, including without limitation, for receiving any
Management Fee and for appointing a further New Custodian, provided that such
New Custodian may choose to make communications and distributions pursuant to
methods other than those set forth in this Agreement; and
 
2. The departing Custodian shall cease to be the Custodian and
shall no longer be bound by this Agreement.

 
8. MANAGEMENT FEE
1. As consideration for its service as a compliance officer of the LLP in
relation to the Partnership Units and all other shares held pursuant to the
Crowdfunding Exercise , the Custodian shall be entitled to fees  (inclusive of Goods
and Services Tax) (“Management Fee”), unless waived in writing by the Custodian.
The Partners shall be responsible for paying the Custodian the Management Fee
within seven (7) Business Days of written request by the Custodian. The Partners
shall reimburse the Custodian for any disbursements incurred in the performance of
its obligations under this Agreement.

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9. TRADING OF PARTNERSHIP UNITS
1. The LLP may from time to time agree upon procedures or markets to
allow the transfer and/or trading of their Partnership Units which could include the
following, but not limited to :
1. Tokens
1. Partnership Units represented by blockchain Tokens may
be transferred to the Partners’ wallets upon a successful fundraising campaign.
 
2. Subject to restrictions set out as defined by the custodian,
each Partner may assign partnership units to another Partner in the respective LLP
or to another Ata Plus user. A Partner may not assign partnership rights before the
Tokens representing these rights have been transferred to his or her Wallet.
 
3. Assignment of Partnership Units may only be exercised
via the ECF Platform and only if the transfer of respective Tokens to the Wallet of the
assignee is complete.
 
4. Upon the assignment of Tokens, all rights and obligations
of the Partner relating to the assigned partnership units transfer to the assignee, who
will become the Partner in the partnership.
 
5. Each Partner accepts to be bound by the terms and
conditions of the ECF Platform by accepting the transfer of a Token to his or her
Wallet.
 
6. If a Partner wants to assign a Partnership Unit, he or she
must disclose the terms and conditions of such sale to the other Partners at least 3
days before such terms and conditions are made available to any other ECF
Platform user.

 
10. DEATH OR LIQUIDATION
1. Upon the death of a Partner, the Partnership Units may be transferred
to any person or entity legally entitled to inherit the shares.
 
2. In accordance with 10.1, the Partners may nominate specific
beneficiaries from time to time.

 
11. DATA PROTECTION
1. For the purposes of this Agreement and in connection with the
Partner’s use of the Platform and/or the LLP's acquisition, holding and disposal of
the Partner's Partnership Units, the Custodian may disclose certain of the Partner's
Personal Data to any of its affiliates or partners which it contracts with or employs in

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 connection with the LLP’s provision of services (including those based in other
jurisdictions), the Company and any person acting on behalf of the Company, to any
other Platform Members for whom the LLP holds shares of the Company, to any tax,
statutory or regulatory authority as required by such authority, to any New Custodian
or prospective New Custodian, or to any prospective purchaser of the LLP’s Shares,
and each of their their respective officers, employees and professional advisers. The
Partner must ensure that the Personal Data set out in the Partner’s profile is correct
and up to date.

 
12. GOVERNING LAW & DISPUTE RESOLUTION
1. This agreement and any disputes or claims arising out of or in
connection with its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the laws of Malaysia.
 
2. The parties irrevocably agree that the courts of Malaysia have
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection
with this agreement, its subject matter or formation (including non-contractual
disputes or claims).
 
3. Except as otherwise provided, any dispute arising out of or in
connection with this agreement, including any question regarding its existence,
validity or termination, or the legal relationships established by this agreement, shall
be referred to and finally resolved by arbitration under the Malaysian High
Court, which Rules are deemed to be incorporated by reference into this clause.

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