PRIVATE AND CONFIDENTIAL

PROJECT FARMER
TERM SHEET
_________________________________________________________________________________

The Term Sheet does not attempt to describe all terms and conditions that will pertain to this
transaction. The parties hereto are intended to outline certain basic points of business around which
the transaction could be structured. This Term Sheet is provided for discussion purposes only and shall
not be construed as an offer nor a commitment from the parties hereto and/or its affiliated entities
and funds under management, to arrange or invest in the transaction outlined below. Further, this
Term Sheet below shall be subject to their respective committee/management approvals, satisfactory
due diligence and legal documentation.

Date

Proposal Proposed acquisition of approximately [.] of Farmer

Target Farmer
Company

Parties Vendors – [ ]
Purchaser – [ ]

Details of the (a) Share Capital –

Target (b) Share Price –
Company (c) Market capitalisation –

Financials

Conditions to Upon satisfaction of conditions precedent including, but not limited to, the
closing following:-

(i) Successful negotiation of terms to the satisfaction of the parties;

(ii) Satisfactory due diligence;
(iii) Signing of definitive agreement/documentation.

Other terms (a) Bank accounts – signatories to be determined by the Purchaser

(b) Board of directors –
(c) Receivable and payables
(d) Definitive agreement
(e) Board/member approvals

Validity This Term Sheet shall remain valid for a period of 21 days from its date (“Validity
Period”).

In the event the parties fail to enter into a definitive agreement(s) (if required)
within the Validity Period or any extended period that may be agreed by the
parties in writing, this Term Sheet shall be terminated and be of no further force
and effect.

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 PRIVATE AND CONFIDENTIAL

Confidentiality The Parties shall keep this Term Sheet and its content strictly confidential, and
shall not disclose or make reference to this Term Sheet or the content herein
without the consent of the other party, provided that the disclosure in the
following circumstances shall not be prohibited:-

(a) any disclosure by the parties to its representatives or advisers on a need-to-

know basis, where each of the representatives and advisers have agreed to
be bound by the confidentiality obligations under this paragraph as though
they are party hereto; and

(b) any disclosure that is required by applicable law or by a court of competent

jurisdiction or by the rules of an applicable stock exchange.

If a party is required to make any disclosure in a manner permitted by the above,

that party shall to the extent practicable and permitted:-

(a) provide the other party with advance notice of the requirement and a copy
of the information to be disclosed;

(b) permit the other party to make representations in relation to it; and

(c) give the other party a reasonable opportunity to seek an appropriate remedy
to prevent such disclosure and co-operate fully (including if necessary,
joining in legal proceedings) with the other party.

Costs and Each party shall pay its own costs and expenses including the legal fees incurred
Expenses in connection with the Proposal.

Governing The definitive agreement(s) for the Proposal shall be governed by and construed
Law and in accordance with the laws of Malaysia and the parties agree to submit to the
Jurisdiction exclusive jurisdiction of the court of Malaysia.