DATED THE 28" OF JUNE 2022 BETWEEN ULTIMEAT TECH SDN BHD Registration No.: 202201005185 (1450882-V) AND UNIVERSITI PUTRA MALAYSIA (UPM) RESEARCH AND DEVELOPMENT FUNDING AGREEMENTResearch and Development Funding Agreement Ultimeat Tech Sdn Bhd and UPM THIS RESEARCH AND DEVELOPMENT FUNDING AGREEMENT is made on the 28" of June 2022 1, ULTIMEAT TECH SDN BHD Registration No.: 202201005185 (1450882- V), the entity whose particulars are described in Paragraph 1 of Schedule 1 of this Agreement (hereinafter referred to as “the Company”) of one part; 2. UNIVERSITI PUTRA MALAYSIA, a university established under the Universities and University Colleges Act, 1971 of Malaysia and having its registered address at 43400 UPM Serdang, Selangor Darul Ehsan, Malaysia (hereinafter referred to as “UPM”) of the other part. The Company and UPM shall collectively be referred to as “Parties” and any one of them as “Party” as the context may require. WHEREAS: A. The Company is a company, which is primarily involved in the business as described in Paragraph 1 of Schedule 1 of this Agreement. B. —_ UPM is a university which is actively involved in education, training and various research activities in multiple areas. C. Pursuant to several discussions between the Parties, the Company is desirous to appoint UPM and UPM has agreed to be appointed by the Company to conduct the Research and Development (as defined herein). D. The Parties hereby agree to enter into this Agreement so as to regulate their relationship and to provide the agreed terms and conditions in connection with the conduct of the Research and Development to be undertaken by UPM for the Company.Research and Development Funding Agreement Ulimeat Tech Si Bhd and UPM ‘THE PARTIES NOW FURTHER AGREE as follows: 1 Ld DEFINITIONS AND INTERPRETATION Definitions In this Agreement, the following words and expressions shall have the meanings herein assigned to them unless the context, subject matter or content is inconsistent with such meanings: “Additional Sum” as referred to in Clause 4.9 of this Agreement; jonal Terms and means the additional terms and conditions in Conditions” respect of the conduct of the Research and Development as described in Schedule 5 of this Agreement (if relevant); “Agreement” means this research and development fund agreement executed between the Parties together with any attachments, exhibits, schedules and appendices thereto as amended from time to time by mutual agreement of the Parties in writing; “Business Day(s)” means a day on which banks are open for business in Selangor and shall exclude Saturdays, Sundays and public holidays; “Change Request” having the meaning as defined in Clause 6.1 of this Agreement; “Company’s Materials” means any material provided by the Company to UPM in whatever manner pursuant to this Agreement;“Company’s Project Director” “Confidential Information” “Economic Rights” “Effective Date” “End Product” ‘Research and Development Funding Agreement Ultimeat Tech Sdn Bhd and UPM means the person nominated and selected by the Company to act for the Company in respect of the conduct of the Research and Development as further described under Clause 10 and whose particulars are as mentioned in Paragraph 1 of Schedule 6 of this Agreement; means information and documents that are by its nature confidential and shall include (but shall not be limited to) the terms of this Agreement as well as any information relating to the business, affairs, finances, trade secrets, technologies, methodologies, customers and suppliers of the Parties but does not include: (@) information already known to the receiving Party at the time of disclosure by the other Party; or (b) information in the public domain other than, as a result of disclosure by a Party in breach of its obligations of confidentiality under this Agreement; ‘means the right to any pecuniary interest in the End Product, including, without limitation, the right to receive distributions and proceeds upon the disposition or conversion or ability to realize any profit or loss based on the sales of the End Product; means the date of this Agreement as depicted on the first page of this Agreement; having the meaning as defined in Schedule 2 Table (A) of this Agreement;“Employees” “HMMA” “Implementation Liaison Committee” “Intellectual Property Rights” “Progress Report” “Research and Development” “Research and Development Fee” Research and Development Funding Agreement Ultimeat Tech Sdn Bh and UPM means the employees of a Party which include but are not limited to the Party’s directors, officers, servants, agents and any other person duly authorized by the said Party; means High Moisture Meat Analogue; means the committee established pursuant to Clause 8 of this Agreement to manage the conduct and implementation of the Research and Development; means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade mark, industrial design, patent, layout design of integrated circuit, business method, domain name, trade secret and any other intellectual property right in any field or industry and “Intellectual Property” means property created or arising from any such rights; having the meaning as defined in Clause 5.2 of this Agreement; means the research and development to be undertaken by UPM as particularly described in Schedule 2 of Table (A) and Table (B) of this ‘Agreement; means the fee to be paid by the Company to UPM for the conduct of the Research and Development as described in Clause 4 and Paragraph 4 of Schedule 1 of this Agreement;12 Research and Development Funding Agreement Utimeat Tech Sn Bh and UPM “Research and means the grant awarded by the Goverment of Development Grant” Malaysia and/or any other relevant institution, bodies or ministries to the Company as further described in Paragraph 3 of Schedule 1 of this Agreement; “Ringgit Malaysia (RM)” means the lawful currency for the time being of Malaysia; “Specified Personnet means the personnel of UPM as described in Clause 5.3 of this Agreement; “Term” ‘means the period of validity of this Agreement as described in Clause 3 and as provided in Paragraph 2 of Schedule 1 of this Agreement and shall include the extension thereof in accordance with Clause 3.2 of this Agreement (if any); “UPM’s Project Director” means the person nominated to represent UPM to act for UPM in respect of the Research and Development as further described under Clause 9 and whose particulars are as mentioned in Paragraph 2 of Schedule 6 of this Agreement. Interpretation In this Agreement, unless the context otherwise requires: (@) the headings and underlining in this Agreement are for convenience only and shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction of this Agreement; (b) words importing the singular includes the plural and vice versa; (© words importing a gender includes any gender;@ (©) o) @) () @ @ © oO (m) Research and Development Funding Agreement Ultimeat Teck Sn Bh and UPM an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency; a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; a reference to a document includes an amendment or supplement to, or replacement or novation of, that document; a reference to a Party to any document includes that Party's successors and permitted assigns; a reference to a time and date concerning the performance of any obligation by a Party is reference to the time and date in Malaysia; any reference to a“day”, “week”, “month” or “year” isa reference to a day, ‘week, month or year in accordance with the Gregorian calendar, a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and reference to “months” shall be construed accordingly) save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day. If any such period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last day in that later month save as aforesaid; any express statement of a right of a Party under this Agreement is without prejudice to any other right of that Party expressly stated in this Agreement or arising at law; all appendices and schedules to this Agreement shall form an integral part of this Agreement; and no rule of construction shall apply to the detriment of any Party by reason of that Party having control and/or was responsible for the preparation of this Agreement or any part thereof,21 2.2 3. 3a 32 41 42 Research and Development Funding Agreement Uimeat Tech San Bhd and UPM OBJECTIVES The Company is desirous to appoint UPM and UPM has agreed to be appointed by the Company to undertake the Research and Development upon the terms and conditions of this Agreement. The Company acknowledges and agrees that notwithstanding the execution of this Agreement, and subject always to the prior written notice to the Company (except for similar research and development which has been undertaken by UPM prior to the execution of this Agreement until completion) UPM reserves the right, to conduct research and development which is similar to the Research and Development for any other third party. TERM OF AGREEMENT ‘This Agreement shall commence on the Effective Date and shall be valid throughout the Term, unless earlier terminated in accordance with the provisions of this Agreement. Notwithstanding Clause 3.1 above, the Parties agree that the Term may be extended subject to mutual agreement between the Parties in writing. CONSIDERATION ‘The Parties agree that in consideration of the Research and Development to be undertaken by UPM for the Company, the Company shall disburse the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) to UPM in accordance with the terms and conditions of this Agreement. ‘The Company agrees that the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) payable by the Company to UPM for the Research and Development shall be exclusive of: (@) taxes, duties and charges imposed or levied by the relevant authorities (if any) which shall be paid directly by the Company to the relevant authorities; and (&) _ reasonable out of pocket expenses incurred by UPM and the Specified Personnel at the request or with prior written consent of the Company in connection with the Research and Development which shall be paid by the Company to UPM within thirty (30) days from the date of receipt by the Company from UPM of the invoice on the same provided always that UPM and the Specified Personnel shall provide an itemised account together with supporting receipts for such expenditures. For the43 44 45 46 47 48 Research and Development Funding Agreement Ultimeat Teck Sdn Bil and UPM avoidance of doubt, the Company shall have the right at any time to place a limitation on such expenses thereafter to be incurred or reimbursed. ‘The Parties agree that the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) shall be paid by the Company to UPM in accordance with the disbursement timelines mentioned in Column 4 of Schedule 3 of this Agreement. All payments in relation to disbursement of Research and Development Fee of RM785,400.00 to be made by the Company to UPM under this Agreement shall be made in accordance with Paragraph 5 of Schedule 1 of this Agreement. ‘The Company shall pay the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) to UPM within thirty (30) days from the date of the receipt of the relevant invoice from UPM together with the progress report approved by the Company (‘the Due Date”). For the avoidance of doubt, UPM is entitled to issue its invoice to the Company upon completion of each of the scope of work(s) described under Column 2 of Schedule 3 of this Agreement. All the disputes in relation to the payment of the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) pursuant to this Agreement shall be resolved by reference to the dispute resolution procedures prescribed in Clause 18 herein. ‘The Company acknowledges and agrees that the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00) shall remain payable by the Company to UPM in accordance with the terms and conditions in this Agreement notwithstanding: (@)___ the non-obtainment of approval and non-disbursement of the Research and Development Grant by the Government of Malaysia and/or any other relevant institution, bodies or ministries to the Company; and (b) the non-receipt of the respective amount of the Research and Development Grant by the Company from the Government of Malaysia and/or any other relevant institution, bodies or ministries. In addition to the Research and Development Fee (Disbursement of Research and Development Fee of RM785,400.00), the Company agrees to pay to UPM, an additional sum, the details of which as described in Paragraph 1 of Schedule 4 of this Agreement (‘the Additional Sum”) and the Parties hereby agree to be bound by the terms and conditions relating to the Additional Sum as stipulated in Schedule 4 of this Agreement (Not Applicable)49 Sa ‘esearch and Development Funding Agreement Ultimeat Tech Sdn Bhd and UPM Inaddition to the Research and Development Fee, both Parties agrec to contribute in-kind contribution, the details of which as described in Schedule 3 (In Kind Contribution from the Company and In Kind Contribution from UPM). OBLIGATIONS OF UPM Inrelation to the Research and Development @ (b) © UPM agrees that it shall: (conduct the Research and Development in accordance with the scope of works mentioned in Column 2 of Schedule 3 of this Agreement; (ii) conduct_and complete the Research and Development in accordance with the timelines specified in Column 4 of Schedule 3 of this Agreement; ii) consult and co-ordinate the Research and Development with the Company's Project Director; and (iv) report regularly to the Company's Project Director on the progress of the conduct of the Research and Development. ‘The Company agrees that UPM's performance of its obligations in respect of the conduct of the Research and Development is subject to the receipt by UPM of the Research and Development Fee from the Company in accordance with the terms and conditions in this Agreement and UPM shall have the right to discontinue the conduct of the Research and Development in the event the Company fails to pay the Research and Development Fee to UPM in accordance with the terms and conditions in this Agreement; and ‘The Company further acknowledges that the ability of UPM to perform and complete the Research and Development in accordance with the terms and conditions in this Agreement depends upon the Company's full and timely cooperation, and the accuracy and completeness of any information provided by the Company to UPM. Therefore, the Company agrees, inter alia, that: (it shall provide response to any query raised by UPM within the reasonable timeline requested by UPM to enable UPM to perform and complete the Research and Development in accordance with the timelines specified in this Agreement; and52 53 10 ‘Research and Development Funding Agreement Ulimeat Tech Sdn Bhd and UP (ii) UPM shall not be responsible for the delay in performing and ‘completing the Research and Development in the event such delay was due to the failure of the Company in providing the aforesaid response within the timeline requested by UPM. Notwithstanding the above, in the event of delay due to the failure of the Company in providing the aforesaid response within the timeline requested by UPM, UPM shall nonetheless perform and complete the Research and Development within the new timeline as adjusted and proposed by the Company. In relation to the Progress Report (@__UPM agrees that it shall submit to the Company the progress report in respect of each of the scope of work for the Research and Development which has been performed and completed by UPM within TEN (10) Business Days from the completion date of the same (“the Progress Report”); (0) __ Each of the scope of work(s) described under Column 2 of Schedule 3 of this Agreement shall only be deemed completed if the outcome of the Research and Development ("Research and Development Outcome”) is accepted by the Company under the acceptance testing for substantial conformance to the Research and Development specification provided by the Company ("Research and Development Specification”). If the delivered Research and Development Outcome fails to substantially conform to the applicable Research and Development Specification, UPM shall within a reasonable time period correct the non-conformance so that the Research and Development Outcome is substantial conformance to the Research and Development Specification. If any of the Research and Development Outcomes is so rejected five or more times, the ‘Company may terminate this Agreement in accordance with this Agreement; and (©) The Parties agree that the Progress Report shall contain the information as set out in Sehedule 9 of this Agreement. In relation to the Assignment of the Specified Personnel (@) —_UPM will assign its experienced and competent personnel to perform UPM's obligations mentioned herein (‘the Specified Personnel”), (©) UPM will use its reasonable endeavours to: (@ ensure that the Specified Personnel performs the Research and Development in accordance with the scope of works and timelines mentioned in Columns 2 and 4 of Schedule 3 of this Agreement; fi) ensure that the Specified Personnel attends and participates in particip meetings with the Company as and when required by the54 6. 61 62 63 ‘esearch and Development Funding Agreement Ulimeat Tech Sdn Bhd and UPM Company subject to the receipt of seven (7) Business Days prior written notice on the same by UPM from the Company; and (ii) notify the Company on the change of the Specified Personnel. ‘Additional Terms and Conditions UPM agrees that in addition to its obligations mentioned under this Clause 5, it will comply with the additional terms and conditions in relation to the Research and Development as stated in the Additional Terms and Conditions (if relevant). CHANGE REQUEST UPM agrees that the Company may propose a change: (2) toa particular scope of work in respect of the Research and Development and/or (b) tothe timelines for the performance and completion of the Research and Development, (‘the Proposed Changes”) by issuing and submitting a change request in the prescribed form as set out in Exhibit A herein (‘Change Request”) within FOURTEEN (14) Business Days from the date of the Proposed Changes. Upon receipt of the Change Request, UPM shall have the absolute right either: (@ __toaccept and approve the Change Request; or (b) to refuse and decline the Change Request, which decision shall be conveyed by UPM in writing to the Company within FOURTEEN (14) Business Days from the date of receipt of the Change Request. In the event UPM: (a) _ accepts/approves the Change Request, the Parties shall within fourteen (14) Business Days from the date of the receipt of the UPM’s decision or any other period to be mutually agreed in writing by the Parties, agree on the terms and conditions in respect of the Proposed Changes and thereafter, execute a supplemental agreement to reflect the Proposed Changes whereby the terms and conditions in this Agreement shall be amended accordingly; or (b) _refuses/declines the Change Request, the Parties shall resume to perform their obligations as mentioned in this Agreement,64 81 82 Research and Development Funding Agreement Ulimeat Tech Sin Bhd and UPM ‘The Parties agree that any Change Request approved in accordance with this Clause 6.3(a) above shall not vitiate this Agreement. OBLIGATIONS OF THE COMPANY In addition to the Company's obligations mentioned herein, the Company shall: (@) co-operate and co-ordinate with UPM and the Specified Personnel in relation to the conduct of the Research and Development ; (6) provide all information and documents required by UPM (including the Company's Materials) to enable UPM to conduct the Research and Development; (©) _ provide all assistance to UPM and the Specified Personnel in respect of the conduct of the Research and Development; @ comply with the terms and conditions of this Agreement and shall not hinder or obstruct UPM from performing and delivering its obligations under this Agreement ; and (©) act in good faith towards UPM in performing its obligations mentioned herein, IMPLEMENTATION LIAISON COMMITTEE In respect of the establishment of the Implementation Liaison Committee (a) ‘The Parties agree to establish an Implementation Liaison Committee; and (b) The Parties agree that the composition of the members of the Implementation Liaison Committee shall be as per Paragraph 1 of Schedule 8 of this Agreement; In respect of the duties of the Implementation Liaison Committee (a) The Parties hereby acknowledge and agree that the Implementation iaison Committee shall have the duties to monitor the progress of the Research and Development; and (&) The Implementation Liaison Committee shall: (ensure the continuous communication between the Parties so as to ensure the successful implementation of this Agreement;83 84 94 92 93 94 95 96 97 2B ‘Research and Development Funding Agreement Ultimeat Tech Sdn Bid and UPM Gi) discuss and ascertain any difficulties that may arise in the course of performing the Parties ‘obligations under this Agreement; and (iil) attempt to resolve any dispute between the Parties by mutual agreement (if any). In_respect of the conduct of the meeting of the Implementation Liaison Committee The Parties hereby agree that the Implementation Liaison Committee shall conduct a meeting at least once a month or at any other interval to be mutually agreed by Implementation Liaison Committee with the presence of at least two representatives each from UPM and the Company. Inespect of the details of the members of the Implementation Liaison Committee (@)__ The Parties agree that the details of the members of the Implementation Liaison Committee on the Effective Date are as stated in Paragraph 2 of Schedule 8 of this Agreement; and (®) Each Party shall, from time to time, notify the other Party in respect of any change of their member(s) in the Implementation Liaison Committee. UPM’S PROJECT DIRECTOR UPM shall nominate its officers to become its representatives ("UPM’s Project irector”) for the Term to manage and supervise the Specified Personnel. UPM's Project Director shall have the authority on behalf of UPM to make and give such approvals, acceptance, directions and other decisions required to be given by UPM to the Company. Any information given to UPM’s Project Director shall be deemed to be given to UPM. Any instructions and information given by UPM's Project Director shall be deemed to be given by UPM. UPM’s Project Director will liaise closely with the Company's Project Director on matters pertaining to this Agreement. ‘The particulars of the UPM’s Project Director are mentioned in Paragraph 2 of Schedule 6 of this Agreement UPM may, from time to time, notify the Company on the change of UPM's Project Director (if any)10. 10.1 10.2 103 10.4 10.5 10.6 10.7 u 4 ‘Research and Development Funding Agreement Ulieat Tech Sdn Bhd and UPM THE COMPANY'S PROJECT DIRECTOR The Company shall nominate an officer to act as its representative ("the Company's Project Director”) throughout the Term. ‘The Company's Project Director shall have the authority on behalf of the Company to make and give such approvals, acceptance and other decisions required to be given by the Company to UPM. Any instructions and information given to the Company's Project Director shall be deemed to be given to the Company. Any information given by the Company's Project Director shall be deemed to be given by the Company. ‘The Company's Project Director will liaise closely with UPM’s Project Director on matters pertaining to this Agreement. The particulars of the Company's Project Director are mentioned in Paragraph 1 of Schedule 6 of this Agreement. The Company shall, notify UPM on the change of the Company's Project Director (ifany). INTELLECTUAL PROPERTY RIGHTS Ownership of the Intellectual Property Rights The Parties agree that: (@ all Intellectual Property Rights of the Company (including the Company's Materials) shall remain the absolute property of the Company. Nothing herein shall operate to assign to or vest any Intellectual Property Rights of ‘the Company in or to UPM; (®) all Intellectual Property Rights of UPM (including those which were developed and/or owned by UPM before the Effective Date) shall remain the absolute property of UPM. Unless otherwise expressly stated in this, Agreement, nothing herein shall operate to assign to or vest any Intellectual Property Rights of UPM in or to the Company; (©) all Intellectual Property Rights created by UPM (Foreground Intellectual Property Rights) in discharging its obligations herein in the conduct of the Research and Development pursuant to this Agreement (including the Progress Report) shall be jointly owned by the Company or its affiliate orIs @ © © Research and Development Funding Agreement Ultimeat Tech Sdn Bhd and UPM subsidiary (subject always to disclosure in writing to UPM upon ‘occurrence of the event) and UPM in the following ownership ratio: Parties Ownership Ratio Company or its affiliate or| 90% subsidiary UPM 10% ‘Such ownership ratio shall also represent the Economic Rights of the Parties in the Foreground Intellectual Property Rights. In the event that any Parties exploit or commercialize the Foreground Intellectual Property Rights or grant to a third party a license to exploit the same for commercial purposes, any and all monies received from the commercialization and exploitation shall be allocated between the Parties in proportion to their respective shares in the Foreground Intellectual Property Rights; ‘The Parties agree that the Company or its affiliate or subsidiary shall lead the management, registration and prosecution of all Foreground Intellectual Property Rights created under this Agreement. The Company of its affiliate or subsidiary shall prosecute any application for patents or other intellectual property rights in both names and the cost shall be bome by the Company or its affiliate or subsidiary and UPM both Parties in proportion to the ownership ratio of Foreground Intellectual Property Rights; ‘The Parties further agree that the Company or its affiliate or subsidiary shall have the right of first refusal (“Option”) to buy over UPM shares and interest in the Foreground Intellectual Property Rights created under this Agreement at the price to be valued by a third party professional valuer (accounting firm) appointed by the Parties based on the conventional valuation methods and the Parties shall execute a separate agreement for the said Option; Each Party grants to the other Party royalty-free, non-exclusive, non- transferable and imevocable right and license to use, modify, and copy such background Intellectual Property Rights of each Party for the Purpose of carrying out the Research and Development under this Agreement, as well as for the purpose of any future commercialization of the End Product, that is used and adopted by UPM in discharging its obligation herein in the conduct of the Research and Development pursuant to this Agreement; and2 3 MA NAL MA2 M1A3 Research and Development Funding Agreement Ulimeat Tech Sdn Bhd and UPM (@) Aside from the right to commercialize the Foreground Intellectual Property by the Company, each Party is hereby granted an irrevocable, non-transferable, royalty free right to use Foreground Intellectual Property Rights generated under this Agreement for educational and research purposes only including research involving projects funded by third parties subject always to confidentiality and publication provisions of this Agreement and that parties to such research has no any intention to commercialize the outcomes of the said research. Intellectual Property Rights Protection ‘The Parties agree that they have the right to make the necessary applications for the protection of their respective Intellectual Property. Any protection obtained pursuant to any such application shall be owned by the Party in accordance with Clause 11.1 above. All costs in respect of the prosecution and maintenance thereof shall be bome by the Parties respectively. Survival of Terms ‘The provisions of this Clause 11 shall survive the expiry and/or termination of this Agreement (whichever is the case). EQUIPMENT PROPERTY RIGHTS ‘The Parties agree that the ownership of all equipment and machineries purchased pursuant to this Agreement shall belong to the Company. During the term of this Agreement, UPM shall maintain the equipment in good operating condition, repair and appearance and shall protect the equipment from deterioration except for reasonable wear and tear resulting only from proper use thereof. The Company shall bear the maintenance cost of all the equipment and machineries used under this Agreement. UPM shall not be responsible for any loss, damage or injury whatsoever in relation to any accident, damage, injury or death arising out from the use of the equipment purchased by the Company not caused by negligent or willful act, default or omission of UPM, its agent or servant. Notwithstanding the provision of clause 11A.1 herein, the Parties agree that upon completion of the Project UPM shall be allowed to utilize the equipment stationed in UPM premise for further R&D under the discretion of the Company subject to agreement on the usage and maintenance cost of the equipment by both Parties. 1IA4 The Parties agree that the Company shall purchase the equipment and machineries 16 to be used for the conduct of Research and Development under this Agreement with prior consultation with UPM. Furthermore, the Company shall carry out the2 12.1 122 123 a Research and Development Funding Agrooment Ulkimeat Tech Sdn Bhd and UPM installation and commissioning of the equipment and machineries in accordance with the operational requirement of the Research and Development. TERMINATION General Rights of Termination +r Party may forthwith terminate this Agreement by giving written notice to the other, wherein such termination shall take effect immediately: (@) _ ifthe other Party commits any breach of the provisions in this Agreement and, ifthe breach is capable of remedy, fails to remedy it within fourteen (14) Business Days after being given a written notice containing full particulars of the breach and extent of remedy sought; or (&) by mutual written agreement between the Parties. ‘Termination by UPM In addition to Clause 12.1 above, UPM shall have the right to terminate this Agreement in the following events: (@) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Company; (6) the Company becomes subject to a winding-up order or makes any voluntary composite arrangement with its creditors; (©) the Company goes into liquidation (except for the purposes of amalgamation or reconstruction and so that the resulting company effectively agrees to be bound by or assume the obligations imposed on the party going into liquidation); or @ iif the Company fails to pay the Research and Development Fee or any other sum due hereunder in accordance with the terms and conditions of this Agreement. Terminati Compar In addition to Clause 12.1 above, the Company shall have the right to terminate this Agreement in the following events: (@) the research and development direction do not follow the description as in Schedule 2 column 2 and Schedule 3 Column 2;124 13. 13.1 13.2 13.3 18 Research and Development Funding Agreement Uttomeat Tech Sdn Bh and UPM (b) _UPM failed to submit the progress report on a timely manner as stated in Schedule 9; where such breach is not cured by UPM within fourteen (14) days after written notice thereof from Company containing full particulars of the breach and extent of remedy sought, Continuing Rights ‘The rights given by this Clause 12 to either Party to terminate this Agreement for any breach shall not prejudice any other right or remedy by one Party against the other in respect of any antecedent breach. CONSEQUENCES OF EXPIRATION OR TERMINATION Upon termination of this Agreement for whatever reason: (@) the Parties shall cease from performing their obligations mentioned in this, Agreement; (b) the Company shall remain liable and shall immediately pay to UPM whatever payment(s) due from the Company to UPM for the Research and Development performed/completed by UPM as at the date of termination of this, Agreement; (© each Party shall return all the Confidential Information belonging to the other Party acquired during the period of this Agreement; and (@) each Party shall have immediate access to and the right to recover its Confidential Information, which is in possession of the other Party. ‘Termination of this Agreement shall not release either Party from any obligation acerued hereunder on or before the termination of this Agreement and also any obligation of damages which would accrue after the termination of this Agreement for any reason related to this Agreement. ‘The Parties agree that in the event this Agreement is terminated prior to the completion of the Research and Development, the ownership of all Intellectual Property Rights in respect of the incomplete Research and Development which was developed by UPM prior to the termination of this Agreement (“Incomplete Research and Development”) shall be owned by the Company and UPM and both Party shall have the right to deal with the Incomplete Research and Development in the manner it deems fit, including the right to complete the Incomplete Research and Development either by itself or with a third party whereby in such case, the ownership of all Intellectual Property Rights in respect of any enhancement to the Incomplete Research and Development, save for any13.4 14. 14.1 14.2 143 144 145 Research and Development Funding Agreement Utimeat Teck Sdn Bhd and UPM enhancement to the Incomplete Research and Development in manner as set out in Clause 13.4 below (“Enhancement”) shall belong to the Company and UPM. Similarly, all Intellectual Property Rights in respect of the completed Research and Development (“Completed Research and Development”) shall belong to the Company and UPM which own the Enhancement which, combined with the Incomplete Research and Development, create the Completed Research and Development. In additional to the above, the Company shall have the right to deal with the equipment purchased for the Research and Development in the manner it deems ft, including relocating the equipment to another location at its own cost. Inthe event where the Company collaborates with any other third party institution to deal with and to continue to complete the Incomplete Research and Development in the manner it deems fit, the ownership of all Intellectual Property Rights in respect of any of such enhancement to the Incomplete Research and Development of this situation shall belong to the Company and such third party institution, as the case may be, provided always that UPM shall have a 10% economic rights in the Foreground Intellectual Property that is developed by UPM in the Incomplete Research and Development and is adopted by the Company and the third party institution in developing or completing the Incomplete Research and Development. CONFIDENTIALITY OBLIGATIONS A Party shall not, without the prior written approval of the other Party, disclose the other Party's Confidential Information to any person. A Party shall not be in breach of this Clause 14 in circumstances where it is legally compelled to disclose the other Party's Confidential Information as required by law or by any government or judicial authority. Each Party shall take all reasonable steps to ensure that its employees, agents and any sub-contractor engaged for the purposes of this Agreement, do not make public or disclose the other Party's Confidential Information. Notwithstanding any other provision of this Clause 14, a Party may disclose the Confidential Information to its parent company, subsidiaries, associated companies, solicitors, auditors, insurers and accountants on a need-to-know basis, provided however that the Party disclosing such Confidential Information shall remain liable for any breach by its parent company, subsidiaries, associated companies, solicitors, auditors, insurers and accountants of any of the terms of this Clause 14. ‘A Party (‘the indemnifying Party”) shall indemnify the other Party against any loss or damage which the other Party may sustain or incur as a result of any breach of Confidential Information by the indemnifying Party, its employees, agents or sub-contractors.146 15, 15.1 15.2 153 16. ‘Research and Development Funding Agreement Utimeat Tech Sdn Bhd and UPM ‘The confidentiality and non-disclosure obligations of the Parties under this Clause 14 shall survive the expiry or termination of this Agreement (whichever is the case), DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY In respect of warranties To the extent permitted by applicable law, UPM disclaims and excludes all representations, warranties, and conditions whether express, implied or statutory other than those identified expressly in this Agreement, including but not limited to warranties or conditions of title, non-infringement, satisfactory quality, ‘merchantability and fitness for a particular purpose, with respect to any result of the Research and Development. In respect of the limitations of liability (@) To the maximum extent permitted by applicable law, UPM shall not be liable for any indirect damages (including without limitation, consequential, special, or incidental damages, damages for loss of profits for revenues, business interruption, or loss of business information), arising in connection with this Agreement; and () The limitations on and exclusions of liability for damages in this Agreement apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties or any other legal theory. In respect of indemnity Each Party hereby agrees to indemnify or keep indemnified the other Party against any loss, damage or liability (whether civil or criminal) suffered and legal fees and cost incurred as a result of breach of this Agreement by the indemnifying Party. For the avoidance of doubt, the indemnity amount payable by UPM to the ‘Company (if any) in respect of a particular cause of action shall be limited only to the amount of the Research and Development Fee received by UPM from the ‘Company to which that cause of action emanates. REPRESENTATION, | WARRANTIES, COVENANTS & UNDERTAKINGS Each Party warrants to the other Party that: (a) _ithas the full power or capacity and authority to enter into and bind itself by this Agreement and to exercise its rights and perform its obligations hereunder17. 4 21 Research and Development Funding Agreement Utimeat Teck Sdn Bhd and UPM and that all appropriate and necessary actions have been taken to authorize the execution and delivery of this Agreement and the exercise by each Party of its rights and performance of its obligations hereunder and the execution and delivery of this Agreement does not exceed the power and authority of the persons so authorized; (b) neither the execution nor the performance of any of the matters contemplated in this Agreement: @ contravene of constitute a default under any provision contained jn any agreement, instrument, law, judgment, order, license, permit or consent by which such Party or any of its assets are bound or affected; or i) cause any limitation on the Party or in relation to the Company, the powers of its directors whether imposed by or contained in its memorandum and articles of association or in any other law, order, judgment, agreement, instrument or otherwise, to be exceeded; © no litigation, arbitration or administrative proceeding or claim which might by itself or together with any other such proceedings or claims, is presently in progress or pending or, to the best of the knowledge, information and belief of the Party, threatened or foreseeably contemplated against the Party or any of its directors (in relation to the Company) which: () would or might materially and adversely affect the exercise or performance of any of the rights and/or obligations of the Party under this Agreement; or Gi) would or might materially and adversely affect the validity or enforceability of this Agreement. FORCE MAJEURE Subject to the limitation set forth in this Agreement, in the event that either Party (‘Affected Party”) is unable by reason of a Force Majeure event, wholly or in part, to fulfil any obligation set forth in this Agreement, then upon such Affected arty giving written notice and full particulars of such event as soon as practicable after knowledge of the occurrence thereof to the other Party and the other Party agreeing in writing that a Force Majeure event has occurred, such obligation of the Affected Party shall be suspended or excused to the extent affected by the Force Majeure event. For the purposes of this Agreement, a Force Majeure event shall mean an event, condition, or circumstance or its effect which: (@ __isbeyond the reasonable control of and occurs without fault or negligence on the part of the Affected Party; and172 173 18. 18.1 2 Research and Development Funding Agreement Ulimeat Tech Sén Bhd and UPM (b) causes a delay or disruption in the performance of any obligation of the Affected Party under this Agreement despite all reasonable efforts of the Affected Party to prevent it or mitigate its effects, and may include: (unusually severe weather conditions; Gi) acts of public enemies or terrorists or acts of war; (ii) civil commotion, insurrection, sabotage or riots; (iv) change in law; or (¥)__ accident, earthquake, floods, storms or fire. The Affected Party shall: (@) not be entitled to suspend performance under this Agreement of any greater scope or longer duration than is required by the Force Majeure event; (b) _uscall reasonable efforts to remedy its inability to perform and to resume full performance hereunder as soon as practicable provided that such Affected Party shall not be required by this Clause 17.2(b) to settle any strikes on terms that are adverse to such Party and not commercially reasonable; (©) keep the other Party appraised of such efforts on a continuous basis; and (@ provide written notice of the resumption of performance hereunder. In no event shall Force Majeure extend this Agreement beyond the Term. If any Force Majeure event excuses a Party's performance of any material obligation under this Agreement and such Force Majeure event continues for a time period ‘greater than two (2) months, the other Party not excused by such Force Majeure event may terminate this Agreement, without further obligation. DISPUTE RESOLUTION Any dispute, controversy or differences arising out of or in relation to this Agreement, including any question regarding its interpretation, breach, termination or validity thereof shall be settled, insofar as itis possible, by mutual consultation and consent between the Company's Project Director and UPM’s Project Director, failure of which the Parties agree that such matters to be settled by the top management officer of both Parties.18.2 19. 19.1 19.2 20. 20.1 20.2 21. 2B Research and Development Funding Agreement Ultmeat Teck Sdn Bkd and UPM In the event the Parties are unable to resolve any dispute(s) arising in connection with this Agreement in accordance to Clause 18.1 above, then any disputes, controversy or differences in relation to this Agreement shall be brought and submitted to the exclusive jurisdiction of the Courts of Malaysia. PUBLICATION The data and information accruing from the project, which are of academic importance may be published by the Parties in accordance with their respective policies. The publishing Party shall provide the other Parties with a copy of any such proposed publication for its written approval and the other Parties shall have ‘no more than twenty-one (21) days or such mutual extended period as may be agreed upon by the Parties from the date the other Parties being provided with the copy of such proposed publication, for review of data and information deemed confidential as defined in Clause 14 above relating to confidentiality or patentable items (hereinafter referred (o as the "Review Period”), If deemed reasonably necessary by the publishing Party to protect such interests, any contemplated publication containing details of the new Intellectual Property Rights shall be withheld until a patent application is filed or other appropriate steps to protect the commercial value of the new Intellectual Property Rights have been completed. However, in no event shall any delay of publication exceed twelve (12) months from the date the proposed publication is submitted to the other Parties. All publications shall not include the Parties. ‘Confidential Information as reasonably determined and communicated to a Party within the Review Period. NOTICES All notices, demands and other communications (“Notices”) between the Parties which are required to be given under this Agreement shall be in writing in the English language and shall be sent by hand, by pre-paid registered post, by facsimile or through official/working email(s) to the person and address of the recipient mentioned in Schedule 7 of this Agreement. All Notices shall be deemed to have been served on the recipient when delivered (if delivery by hand) or forty-cight (48) hours after posting (if sent by pre-paid registered post) or on transmission by the sender (if sent by facsimile or official/working email). MISCELLANEOUS Remedies Not Exclusive21.2 213 214 215 21.6 21.7 218 24 ‘Research and Development Funding Agreement Ubimeat Tech Sdn Bhd and UPM Any remedy or right conferred upon each Party for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available toit Costs Each of the Parties shall respectively bear their own costs incidental to the preparation and completion of this Agreement. ‘Stamp Duty The stamp duties payable in respect of this Agreement shall be bome and paid by the Company. Waiver Failure by either Party to enforee, at any time, any provision of this Agreement shall not be construed asa waiver of its right to enforce the breach of such provision or any other provision in this Agreement or as a waiver of any continuing, succeeding or subsequent breach of any provision or other provision of this Agreement, Entire Agreement ‘This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, express or implied, oral or written, Time Any time, date or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties concerned but as regards to time, date or period originally fixed and not extended or any time, date or period so extended aforesaid, such time shall be of essence. Severability. If any provision of this Agreement is held by a court or other competent authority to be unlawful, void or unenforceable, it shall be deemed to be severed from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such provision had not originally been contained in this Agreement. In the event of any such severance the Parties shall negotiate in ‘good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so severed. Further Assurances21.9 21.10 21.41 21.12 21.13 25 Research and Development Funding Agreement Ulimeat Teck Sdn Bhd and UPM Each Party shall at the request and expense of the other execute and do any deed and things reasonably necessary to carry out the provisions of this Agreement. Modification No modification, variation or amendment of this Agreement shall have any legal effect and force unless such modification, variation or amendment is in writing and executed by the Parties. Assignment Unless otherwise mentioned in this Agreement, the Company hereby acknowledges and agrees that: (@) it shall not assign or attempt to assign any of its rights and obligations under this Agreement unless the prior written approval of UPM is obtained; and (&) —_ UPM shall not assign any of its rights and obligations under this Agreement to its subsidiary or affiliates or nominee unless the prior written approval of the Company is obtained. Binding Effect This Agreement shall be binding upon each of the Parties and their respective successors in title and permitted assigns. Relationship of the Parties ‘The relationship of the Parties under and in relation to this Agreement shall be limited to the matters herein contained and nothing herein provided shall be considered or interpreted as constituting the relationship of the Parties as a partnership, association or other relationship in which either Party may be liable for the acts or omissions of the other Party, nor shall anything herein contained be considered or interpreted as constituting any Party as the general agent of the other Party. Announcement No announcement of any kind shall be made in respect of the subject matter of this Agreement except as specifically agreed between the Parties or if an announcement is required by law. Any announcement by either Party or so required by law shall in any event be issued only after prior consultation with the other Party.21.4 21.15 21.16 21.17 26 Research and Development Funding Agreement Ulimeat Tech Sdn Bhd and UPM ‘Sub Contract, Unless otherwise stated in this Agreement, UPM may sub-contract the performance of the Research and Development or any part thereof to any third party with prior written consent from the Company, which consent shall not be unreasonably withheld. Counterparts This Agreement may be executed in any number of counterparts or duplicates each of which shall be an original but such counterparts or duplicates shall together constitute one and the same agreement. ‘Sexual Harassment and Exploitation Each Party shall ensure that all its employees, contractors, agents, principals, and other associated persons who provide services, supply goods and / or perform any ‘matters in connection with this Agreement comply in all relevant part with the UPM Policy on Zero Tolerance towards Sexual Harassment, and other applicable rules, regulations, policies, procedures, guidelines and requirements as updated by UPM from time to time. Governing Law ‘This Agreement shall be governed by and construed in accordance with the laws of Malaysia. (End of Provisions)Research and Development Funding Agreement Ultmeat Teck Sdn Bhd and UPM IN WITNESS WHEREOF the Parties hereto have hereunto caused this Agreement to be executed the day and year first above written, Name: EE SAA) VAG Designation: “7 €.0 NRICNo: 89 3/§-0-5 $42 ‘The Common Seal of ULTIMEAT TECH SDN. BHD. (Company No.: 1450882-V) was hereunto affixed in the presence of Name: Sam KIN RIT Designation: TS. NRICNo: 82 1920-06 - S265 SIGNED by for and behalf of ) UNIVERSITI PUTRA MALAYSIA ) Jew Prof. Dato’ Dr. Sulaiman Vice Chancellor RIC No.: 690904-06-5255 fohd Roslan In the presence of : “On ‘Name: Assoc. Prof. Dr. Anis Shobirin Meor Hussin Designation: _ Dean, Faculty of Food Science and Technology NRIC No:"1305 12 -08- SDT. 2Research and Development Funding Agreement Uimeat Tech Sdn Bhd and UPM SCHEDULE 1 ‘THE RELEVANT DETAILS Matter Description 1, |Particulars of the Company: Full Name: Ultimeat Tech SDN BHD Company Registration No.: 202201005185 (1450882-V) Registered Address: No. 95, Jalan Seruling 58, Taman Klang Jaya, 41200, Klang, Selangor. Business Address: No. 95, Jalan Seruling $8, Taman Klang Jaya, 41200, Klang, Selangor. Business Activities: -Research and development on biotechnology -Manufacture of bean curd products -Manufacture of other food products n.e.c. 2. | Term: ‘Twenty-four (24) months commencing the Effective Date, 3. |Research and Development Grant: 4, | Research, and Development Fee: A sum of Ringgit Malaysia RM 785.400.00 which is payable by the Company to UPM in accordance with Schedule 3 of this Agreement. 5. | Manner of Payment: The Research and Development Fee shall be disbursed by the Company to UPM as follows: To be bank in into the following bank account no: Name of Account Holder: Kira-Kira Am UPM Account No. to be Credited: 8002151963 Bank: CIMB Bank Berhad Universiti Putra Malaysia 28Research and Development Funding Agreement Utimeat Tech Sn Bhd and UPM SCHEDULE 2 Table (A) RESEARCH AND DEVELOPMENT Matter Description Brief description of | Title: Production of Meat from Plant-Based Protein, the Research and Development: This is a 2-year project with the main objective is to find meat substitute from plant-based protein. The overall objective of this research project is to develop technical know-how on the production of meat substitute from suitable protein sources including mycoprotein towards commercialization of the produet with all appropriate measures as expected of a competent person using due care and skills of a professional person in providing service/work in accordance with scope of work as mentioned in Column 2 of Schedule 3 of this Agreement. (“End Product”) ‘means final product that is similar to chicken muscle meat in terms of fibrousness and texture”) which are developed at the completion of the Project. Research and development work are prioritized by consume preference, market research and product quality/attributes, with focus first on: (a) Fungus (mycelium) including all types of mushrooms OR plant-based sources; and (b) Precision fermentations. ‘The main and specific objectives are: 1, Process development for production of mycoprotein or any other protein sources. i. To develop commercially viable fermentation process to produce mycoprotein or any other processes for production of plant-based protein. ii, To design an effective downstream processing scheme for the recovery of the fungal biomass or any other protein sources. 29Research and Development Funding Agreement Utimeat Tech Sén Bhd and UPM 2. Production of chicken meat substitute with unique physicochemical characteristics and sensory qualities from mycoprotein-based or any other plant -based protein sources. i, To develop chicken meat substitute with desirable textural properties and eating quality. it, To establish the nutritional composition and safety of the developed chicken meat substitute, For the avoidance of doubt, research and development work of this project must be approached with a consumer-centric mindset by focusing on the preferences of the end-user or consumer, whenever there is a doubt. UPM Specified Personnel for this Research and Development Project. Project leader: Prof. Dr. Nazamid Saari (Deputy Vice Chancellor Research and Innovation / Faculty of Food Science and Technology). Members: 1. Dr. Muhamad Hafiz Abd. Rahim (Faculty of Food Science and Technology), 2. Dr. Fatema Hossain Brishti (Faculty of Food Science and Technology). 3. Dr. Fadzlie Wong Faizal Wong (Faculty of Biotechnology and Biomolecular Science). 4, Prof. Dr. Mohd Adzir Mahdi (Faculty of Engineering), 5. Prof. Dr. Goh Yong Meng (Faculty of Veterinary Medicine). 6, Assoc, Prof. Dr. Roselina Karim (Faculty of Food Science and Technology). 30esearch and Development Funding Agreement Uline Tech Sdn Bkd and UPM Table (B) CRITERIA TO BE FULFILLED OF THE END PRODUCT OF RESEARCH AND DEVELOPMENT Criteria To Be Fulfilled of The End Product Of Research And Development Matter Criteria Specific criteria for |i. The End Product must be “natural” having the meaning as the End Produet from defined under the Malaysian Standard MS1529 or using the Research and natural ingredients from plant-based proteins (whichever is Development work appropriate) fromTableA ii, The End Product must fall under the term “green” (sustainability) and “clean” (lack of “additives” at least in the view of consumers) iii, ‘The End Product, as close as achievable is to be designed ideally for refrigerated storage within a minimum of 6 months shelf life and frozen storage for 1 year of shelf life. If for frozen storage, this product shall be freeze thaw stable, to mimic that of the conventional meat. iv. The End Product must be able to be manufactured locally with locally obtained raw materials and have the ability to be commercialised, in an industrial setting and be able to withstand the manufacturing process, under laboratory condition ¥y. The End Product must have nutritional quality that are to be better than the comparative meat counterpart, in both aspects of macronutrients and micronutrients as well as organoleptic attributes, through objective comparative methodologies. vi. As near as possible, to achieve the ideal texture, HMMA. using wet extrusion process is to be considered during the research and development process. Preference is to replicate the eating quality and other ingredient properties to that of the “dark” chicken meat, like that of the thigh and leg and not the “white” chicken meat. vii, The End Product as close as practicable to be market competitive in price with product of similar nature viii, While focusing first on the ingredient technology, UPM must also consider applications on the final finish products, effects on/by processing and packaging on the quality and food safety of the said product. Raw material, finish product, processing and packaging may also be casily standardized 31Research and Development Funding Agreement Ultimeat Tech Stn Bhd and UPM with workable specifications, UPM shall thereafter prepare a complete report covering the process and details of the research and development of the End Product (hereinafter referred to as “End Product Report”). The End Product Report shall include the following non-exhaustive list of contents (as| may be further determined by the Company) which includes the description of production or proposed production method, criteria and specifications of the execution of production method, design and drawings of the facilities to carry out production of the End Product and the summary of costs estimation and costs of production. For the avoidance of doubt, any changes to the above criteria can only be done with the prior written consent of the Company. 32Research and Development Funding Agreement Utioneat Tech Sdn Bhd and UPM SCHEDULE 3 SCOPE OF WORK, TIMELINES AND DISBURSEMENT OF THE RESEARCH AND DEVELOPMENT FEE. Scope of Work | The | Timeline | ActualCost | Disbursement of Party(ies) | for Incurred Research and involved | Performanc Development Fee e Completion Suitable UpM — |Duration: 6 |RM166,000.00 | RM174,300 ‘mycoprotein or months |+5% 100% upon signing of any other protein administrative | the Agreement sources screened charges, and identified RM8300.00 = RMI74,300.00 | Bioprocessing of | UPM and |Duration: 6 |RM170,100.00* | RM 170,100.00 suitable | Ultimeat [months | RM162,000 in mycoprotein or | Tech Sdn. salary for any other proteins | Bhd. Postdoctoral and production Research established Assistants, | consumables, | analysis, rentals) Total indicate cost for this scope is RM162,000.00 + RM8,100.00 = RMI170,100.00 Fabrication of UPM | Duration: 6 | RM175,000 + 5% | RM183,750.00 fibrous chicken months administrative | 100% after meat analogue from suitable mycoprotein or any other proteins established charges, RM8750.00 =RMI83,750.00 completing the scope no. 2 3‘esearch and Development Funding Agreement Ultimeat Tech Sdn Bhd and UPM Chicken meat UPM | Duration: 6 |RM245,000 + 5% | RM257,250.00 100% analogue with ‘months administrative | after completing the desirable textural charges, seope no.3 properties and RM12,250 = RM257,250.00 RM785,400.00 | RM785,400.00 *Equipment cost for the bioprocessing and extrusion part will be borne by the company and will be purchased 6 months earlier before the next milestone * 5% administrative charges to be remitted for each disbursement Additional: In-Kind Contribution from Ultimeat Tech Sdn. Bhd.: No. Tem “Amount 1 [Equipments RM2,304,000.00 TOTAL RM2,204,000.00 Note: In Kind Contribution of RM2,204,000.00 under Schedule 3 herein shall not be transferable to UPM. In-Kind Contribution from UPM: No. Item ‘Amount 1__ [Human Resources. RM749,236.38 TOTAL RM749,236.38 Note: In Kind Contribution of RM749,236.38 under Schedule 3 herein shall not be transferable to Ultimeat Tech Sdn. Bhd. 34‘esearch and Development Funding Agreement Ultmeat Teck Sdn Bk and UPM SCHEDULE 4 ADDITIONAL SUM. - Not Applicable - 1. Additional Sum ‘The Company agrees that it shall pay a sum of Ringgit Malaysia @ (RMe) to UPM (“the Additional Sum”) to enable UPM to purchase the equipments and ‘machineries listed in Paragraph 2(a) of this Schedule 4 (“the Equipments and Machineries”) for and on behalf of the Company to be used for the conduct of the Research and Development. 2. Obligations of UPM in respect of the Equipments and Machineries (@) Purchase of the Equipments and Machineries UPM agrees that it will use the Additional Sum to purchase the following Equipments and Machineries for and on behalf of the Company within © (e) weeks/months from the date of receipt of the Additional Sum from the ‘Company or any other period to be mutually agreed in writing by the Parties: No. Item Quantity Price f L [1 (b) Premises ‘The UPM will provide appropriate and suitable premises in which the Equipments and Machineries will be placed. (©) Usage of the Equipments and Machineries ‘The Company will use the Equipments and Machineries for the conduct of the Research and Development. 35‘Research and Development Funding Agreement Utimeat Tech Sn Bh and UPM @ Additional Cost ‘The Company agrees that it shall be responsible for all the costs incurred/to be incurred by the Company in using the Equipments and Machineries including but not limited to the following: (@ utility charges: and (i) maintenance and repair of the Equipments and Machineries, 3. ip of the Equipments and Machineries ‘The Parties agree that the ownership of all equipment and machineries purchas pursuant to this Agreement shall belong to the Company. 36iii, 37 ‘Research and Development Funding Agreement Ulimeat Tech Sdn Bid and UPM SCHEDULE 5 ADDITIONAL TERMS AND CONDITIONS End Product to have functional properties as per Schedule 2 (Table A) that can be claimed on product packages in order to stand out from the market players. End Product, as close as practicable to be market competitive in price with product of similar nature. UPM shall not have rights to dictate or decide on the terms or usage of the End Product.2 38 Research and Development Funding Agreement Ultimeat Tech Sdn Bhd and UP SCHEDULE 6 PARTICULARS OF THE COMPANY’S PROJECT DIRECTOR Name: Designation: Address: Tel: Fax: Edwin Lee San Yang CEO No 95, Jalan Seruling 58, Taman Klang Jaya, 41200 Klang, Selangor, 0129152225 Official Working Email Address: edwinlee@betterproteinmfg.com PARTICULARS OF UPM’S PROJECT DIRECTOR Name Address Tel Fax Chancellor : Office of the Vice Chancellor Universiti Putra Malaysia, 43400 UPM Serdang, Selangor. :03-97696001 +: 03-97692016 Official Working Email Address: ve@upm.edu.my‘Research and Development Funding Agreement Ubimeat Tech Se Bd and UPM SCHEDULE 7 ADDRESS FOR SERVICES FOR NOTICES If to the Company: Attention to: Mr. Edwin Lee Address: : No 95, Jalan Seruling 58, Taman Klang Jaya, 41200 Klang, Selangor, Fax No. Official/ Working Email Address: edwinlee@betterproteinmfg.com Ifto UPM: 1)Attention to : Vice Chancellor Address Office of the Vice Chancellor Universiti Putra Malaysia, 43400 UPM Serdang, Selangor. Fax No. 03-97692016 Official/ Working E Address: ve@upm.edu.my 2) Attention: Deputy Vice Chancellor (Research and Innovation) Address _: Level 5, Office of the Deputy Vice Chancellor (Research and Innovation), Universiti Putra Malaysia, 43400 UPM Serdang, Selangor. Tel 03-97691602 Fax 03-89451646 Official Working Email Address: tnepi@upm.edu.my 3) Attention to: Prof. Dr. Nazamid Saari Address: Faculty of Food Science and Technology Universiti Putra Malaysia 43400 UPM Serdang Selangor Darul Ehsan Official Working Email Address: nazamid@upm.edu.my 39Research and Development Funding Agreement Uline Tech Sdn Bhd and UPM SCHEDULE 8 IMPLEMENTATION LIAISON COMMITTEE, Matter Description -| Composition of the Members: Implementation {Liniton Committees 1, Two (2) members to be appointed by the ‘Company; and 2. Three (3) members to be appointed by UPM. Chairman: To be appointed by UPM. . | Particulars of members ‘The Company: of the Implementation [Haiean Committee: 1, Name: Edwin Lee San Yang Designation: CEO Address: No 95, Jalan Seruling 58, ‘Taman Klang Jaya, 41200 Klang, Selangor. Tel: 0129152225 Fax: - Official/ Working Email Address: edwinlee@betterproteinmfg.com 2, Name: Sam Kin Kit Designation: TSM Address: No 73, Jalan Seruling 58, ‘Taman Klang Jaya, 41200 Klang, Selangor Tel: 0126576590 Fax: Official Working Email Address: sam-ut@ultimeat.com 40Research and Development Funding Agreement Ultmeat Tech Sdn Bhd and UPM Name: Vice Chancellor Address: Office Vice Chancellor Universiti Putra Malaysia, 43400 UPM Serdang, Selangor. Tel: 03-97696001 Fax: 03-97692016 Email Address: vo@upm.edu.my Name: Assoc. Prof. Dr. Anis Shobirin Meor Hussin Designation: Dean Address: Faculty of Food Science and Technology, Universiti Putra Malaysia, 43400 UPM Serdang, Selangor. ‘Tel: 019-2212058 Fax: - Email Address: shobirin@upm.edu.my ‘Name: Prof. Dr. Nazamid Saari Designation: Professor Address: Faculty of Food Science and ‘Technology, Universiti Putra Malaysia, 43400 UPM Serdang Selangor Darul Ehsan. Tel: 03-97698385 Fax: - Email Address: nazamid@upm.edu.my 4‘Research and Development Funding Agreement Utimeat Tech Sn Bhd and UP SCHEDULE 9 CONTENTS OF THE PROGRESS REPORT First progress report shall present to the company in written form by tenth months of Effective Date. The contents of progress report shall include: @ Project details Gi) Project achievement within first ten months of project commenced Gi) Problems faced and solution to be taken (iv) Financial summary (¥) Future plan until completion of project Regular reports shall be presented to the company in written form every month before the liaison committee meeting from the Effective Date. The contents of regular reports shall include: (vi) The progress of that particular calendar month (vii) Problems or issues faced (viii) Any solutions or suggestion proposed Quarterly reports shall be presented to the company in written form by the third months of the Effective Date. The contents of quarterly reports in relation to the scope of work under schedule 3 column 2 shall include: (ix) The progress of that particular calendar months (x) Problems or issues faced (xi) Any solutions or suggestion proposed 2