Contents

(1)

Wafergen Biosystems (M) Sdn Bhd  (Company No 795066-H), a company incorporated in Malaysia with a registered address at Suite 2-1, 2nd Floor, Menara Penang Garden, 42A, Jalan Sultan Ahmad Shah, 10050 Penang, Malaysia.  (“Company”);

(2)

Wafergen Bio-Systems, Inc (WGBS.OB), a Nevada USA incorporated company with a registered address and place of business at 7400 Paseo Padre Parkway, Fremont, CA 94555, USA (“Existing Shareholder”);

(3)

Malaysian Technology Development Corporation Sdn Bhd (Company No 235796-U), a company incorporated in Malaysia with a registered address at Level 8, Menara Yayasan Tun Razak, Jalan Bukit Bintang, 55100 Kuala Lumpur (“MTDC);

(4)

Prima Mahawangsa Sdn Bhd (Company No. 833152-M), a company incorporated in Malaysia with a registered address at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur (“PMSB”).

(A)

Pursuant to a Share Subscription and Shareholders’ Agreement dated 8 May 2008 between the Company, the Existing Shareholder and MTDC (“Shareholders’ Agreement”), MTDC agreed to subscribe for 888,888 redeemable convertible preference shares of RM0.01 each in the capital of the Company (“Series A RCPS”) and the Company, the Existing Shareholder and MTDC agreed to regulate the affairs and their relationship in the Company in accordance with the Shareholders’ Agreement.

(B)

The Existing Shareholder, the Company, Prima Mahawangsa Sdn Bhd (“PMSB”) and Expedient Equity Ventures Sdn Bhd (“EEV”) entered into a Share Subscription Agreement (“Subscription Agreement”) and Deed of Adherence (“DA”) both dated 3 April 2009 where PMSB agreed to subscribe for 444,444 Series B Redeemable Convertible Preference Shares (“Series B RCPS”) in the Company and EEV agreed to subscribe for 222,222 Series B RCPS, pursuant to the terms and conditions in the Subscription Agreement and Deed of Adherence.

(C)

The Existing Shareholder, the Company and Kumpulan Modal Perdana Sdn Bhd (“KMP”) entered into a Share Subscription Agreement (“KMP SSA”) and Deed of Adherence (“KMP DA”) both dated 1 July 2009 where KMP agreed to subscribe for 188,057 Series B RCPS pursuant to the terms and conditions in the KMP SSA and KMP DA.

(E)

EEV and KMP have exercised their put option under the relevant put agreements and exchanged the Series B RCPS held with the Existing Shareholder for shares in the Existing Shareholder and as at the date of this Agreement, EEV and KMP have ceased to be Series B RCPS holders in the Company.

(F)

The remaining shareholders, that is the Existing Shareholder, MTDC and PMSB are desirous of undertaking the Business through the Company and agree to regulate their relationship as shareholders of the Company in accordance with the terms and conditions of this Agreement.

(G)

Clause 11 is applicable only to MTDC.

(H)

The current shareholding in the Company is as follows:

1 

Definitions and Interpretations

 

(a) 

headings and underlining are for convenience only and do not affect the interpretation of this Agreement;

 

(b) 

words importing the singular include the plural and vice versa;

 

(c) 

words importing a gender include any gender;

 

(d) 

an expression importing a natural person includes any corporation or other body corporate, partnership, association, governmental agency, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking;

 

(e) 

a reference to a party to a document includes that party's successors and permitted assigns;

 

(f) 

any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning; and

 

(g) 

a warranty, representation, covenant or agreement on the part of two or more persons binds them jointly and severally.

2.

[Deleted]

3.

[Deleted]

4.

[Deleted]

4A.

Effective Date

5.

Undertakings, Warranties and Representations by the Parties

5.1

Subject to any exceptions expressly and specifically disclosed in any correspondence, communication, document or information in writing prior to the execution of this Agreement, the Parties warrant to each other that the information and statements set out in the Warranties are true, accurate and correct in all respects at the date of this Agreement.

5.2

The Parties acknowledge and agree that each of them entered into this Agreement and the subscription by the Investors for the RCPS is in reliance on the Warranties.

5.3

Each of the Warranties is separate and is to be construed independently of the others and is not limited by reference to any of the other Warranties.

 

(a)

a breach of a Warranty;

 

(b)

any Warranty not being true and correct in all respects; or

 

(c)

any Warranty being misleading in any respect,

Management of the Company

 

(a)

MTDC shall have the right to appoint two (2) directors comprising one Series A Director and 1 Series C Director. MTDC shall procure that (if relevant), the Series A Director and Series C Director shall, prior to his appointment as a director of the Company, provide a confidentiality and non-competition undertaking to the Company;

 

(b)

the Existing Shareholder shall have the right to appoint five (5) directors and such right shall include the appointment of the Chief Executive Officer; and

 

(c)

PMSB shall have the right to appoint one (1) director (“Series B Director”) and PMSB shall procure that (if relevant), the Series B Director shall, prior to his appointment as a director of the Company, provide a confidentiality and non-competition undertaking to the Company.

7.

General meetings

 

(a)

any amendment to the Memorandum and Articles of Association of the Company;

 

(b)

the appointment or removal of any Director or senior management of the Company other than the Investors’ nominated directors; and

 

(c)

the declaration of dividends by the Company.

8.

Business of the Company

8.1

The core business of the Company, unless otherwise agreed in writing by the Investors, shall be developing, manufacturing, and distributing state of the art solutions for Gene Analysis (Gene Expression, and Genotyping) and stem cell research and cell biology (“Business”).  The Company will not engage in any other business which detracts from, or is not complementary to, the Business.

8.2

The Business is to be carried out in accordance with all applicable laws and requirements.

8.3

The Shareholders shall use its reasonable endeavours without being required to incur any further financial obligation (other than as expressly set out in this Agreement) to promote the interests of the Company. The Business is to be conducted in the Shareholders’ and the Company’s best interests on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distribution, and otherwise in accordance with the general principles as varied from time to time by agreement in writing between the Parties.

8.4

The Company shall not, and the Existing Shareholder shall ensure that the Company shall not, without the prior written consent of the Investors or as expressly stated in this Agreement:

 

(a)

cease to conduct or carry on its Business substantially as now conducted and/or acquire or dispose of or dilute any interest in any other business, company, partnership or sole proprietorship; and

 

(b)

purchase, sell, mortgage or charge any substantial asset, or property or any material interest in those assets or property or sell or dispose of the whole or a substantial part of the undertaking and goodwill or the assets of the Company.

8.5

The Existing Shareholder and/or the Company shall ensure that:

 

(a)

the Company shall at all times carry on and conduct its business in a proper and efficient manner;

 

(b)

each employee and consultant of the Company enters into a confidential information and inventions agreement (in a form acceptable to the Investors) with the Company;

 

(c)

the Company shall submit to the Investors without being formally requested:

 

(i)

an annual budget and operating plan no later than sixty (60) days prior to the commencement of each fiscal year;

 

(ii)

an annual business plan;

 

(iii)

audited financial statements on an interim and annual basis; and

 

(iv)

monthly reports, including financial reports, bank statements and technical reports.

 

(d)

at all times keep true accurate and up to date books and records of all the affairs of the Company;

 

(e)

supply to the Investors such information relating to the Company as it may require and without prejudice to the foregoing shall keep the Investors fully and promptly informed as to all material developments regarding the Company’s financial and business affairs and promptly notify the Investors of any significant litigation or arbitration affecting or likely to affect the Company and of any bona fide offer to purchase or subscribe any share capital of the Company;

 

(f)

at all times be adequately insured in respect of the assets of the company which are of an insurable nature and obtain life insurance for the core management team of the Company, the proceeds of which are payable to the Company; and

 

(g)

upon the Company’s receipt of reasonable notice, the Investors may have access during normal business hours to relevant non-confidential information and/or non-competitive information requested by the Investors including the right to visit the Company’s business premises and inspect the Company’s record books.

9 

New Issues of Shares

 

(i)

for the initial issuance of the Series A RCPS to MTDC and Series B RCPS to PMSB, EEV and KMP;

 

(ii)

the issuance of the Series C RCPS pursuant to the Series C Subscription Agreement;

 

(iii)

the Conversion Shares, where applicable;

 

(iv)

Shares issued pursuant to employee share option plans approved by a majority of the Board;

 

(v)

Shares issued for merger or acquisition transactions; or

 

(vi)

any issuance excepted from the right of first refusal by a majority of the Board.

 

(vii)

any issue of new Shares to the Existing Shareholder for consideration in cash or in kind of up to 1,000,000 Shares, in addition to the initial share capital of RM300,000 contributed by the Existing Shareholder and for the avoidance of doubt, any such consideration in kind may comprise capitalization of the value (or part of the value) of intellectual property or other rights granted or undertakings pursuant to the product licensing agreement between the Existing Shareholder and the Company based on the valuation of USD10,000,000 agreed by the parties.

10.

Transfers, Acquisitions and Disposal of Shares

10.1.1

The rights of the Shareholders to sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (or any part thereof) shall be subject to the restrictions and provisions set out below:

 

(a)

In the event any Shareholder desires to dispose of all or any portion of their shareholding in the Company pursuant to a bona-fide third party offer for the shares (“Transferor”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice”) of the Transferor’s intention to dispose of the Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of payment.

 

(b)

Upon receipt of the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of the Company as at the date of the Transfer Notice (“the Prescribed Price”).

 

(c)

In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that:

 

(i)

the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or

 

(ii)

the Prescribed Price is determined;

 

(d)

If there is more than one (1) Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.

 

(e)

If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.

 

(f)

Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after the date of the receipt of such approval(s) of the Public Authorities.

 

(g)

Any transfer, disposal or sale of shares contemplated by Clause 10.1.1(e) to a third party purchaser shall be further subject to such third party purchaser entering into a deed or other suitable documentation agreeing to be bound by all the terms of this Agreement.

 

(h)

Notwithstanding anything contained herein, the restrictions on transfer of shares contained in this Clause 10 shall not apply in the case where the entire shareholdings or part thereof is to be transferred by MTDC to any of its holding company, subsidiaries or associated companies or any such transfer undertaken by MTDC pursuant to any internal restructuring scheme of MTDC and the consents of the other shareholders of the Company are deemed to be given for such transfer of shares by MTDC pursuant to this Clause.

 

(i)

The procedures and pre-emption rights under this Clause 10 may be waived in writing by the Shareholders.

10.1.2

Pursuant to Clause 10.1.1(e), if the Existing Shareholder wishes to sell its shares to a third party, the Existing Shareholder shall ensure that the Investors be entitled (but not obliged) to sell any part of its holding of Shares to the third party on no less favourable terms and conditions as are applicable to the Existing Shareholder.  Upon any exercise by the Investors of this entitlement within thirty (30) days from the date of notice by the Existing Shareholder of such entitlement of the Investors, the Existing Shareholder shall not transfer or sell any of its shares to the third party unless the relevant shares of Investors are so purchased by the third party.

10.1.3

All third parties who acquire shares in the Company under this Clause 10shall enter into a deed of ratification and accession under which the third party shall agree to be bound by the obligations, and shall be entitled to the benefit, of this Agreement.

11

Put Options

 

(a)

any time after the Initial Closing of the Series A Subscription Agreement for as long as MTDC is the holder of Series A RCPS in the Company, in the event there is a material breach or default by the Company or the Existing Shareholder in any of their representations, warranties, undertakings, covenants and obligations under this Agreement which has not been remedied after thirty (30) days written notice of such material breach or default; or

 

(b)

any time between 1 January 2011 and 31 December 2011 and subject to the following:

 

(i)

the share price of the Existing Shareholder’s shares is below USD2.25; or

 

(ii)

due to any breach or default attributable to the Existing Shareholder, the Investor is unable to exercise its rights under the Put Agreement.

12.

Duration and Termination

13.

Previous Agreements and Prevalence of Agreement

13.1

This Agreement constitutes the entire agreement between the Parties with respect of the matters dealt with here and the Parties hereby mutually agree and confirm that the Shareholders’ Agreement, DA and KMP DA shall be terminated with effect from the date of this Agreement and be superseded by this Agreement.

13.2

This Agreement and the documents referred to in its provisions are in substitution for all previous agreements between all or any of the Parties and contain the whole agreement between the Parties relating to the subject matter of this Agreement.

13.3

If, during the continuance of this Agreement, there is any conflict between this Agreement and the Articles, the provisions of this Agreement shall prevail between the Parties.  In the event of such conflict arising, the Parties shall procure and take all necessary steps including effecting such alteration to the Articles as may be necessary to resolve such conflict.

14.

Remedy on an Event of Default

14.1

Each of the following will be regarded as an Event of Default:

 

(a)

any of the Shareholders committing a breach of its obligations under this Agreement and, in the case of a breach capable of remedy, failing to remedy the same within twenty one (21) days of being specifically required in writing so to do by the other Shareholder; or

 

(b)

any distress, execution, sequestration or other process being levied or enforced upon or sued out against the property of any of the Shareholders which is not discharged within ten (10) days; or

 

(c)

any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or any part of the undertaking, property or assets of any of the Shareholders; or

 

(d)

the making of an order or the passing of a resolution for the winding up of any of the Shareholders, otherwise than for the purpose of a reconstruction or amalgamation without insolvency or previously approved by the other Shareholder (such approval not to be unreasonably withheld).

14.2

In the event of an Event of Default taking place,

 

(a)

the non-defaulting Shareholder shall be entitled to terminate this Agreement; or

 

(b)

the deadlock provisions referred to in clause 16 shall apply,

 

without prejudice to any rights or remedies the non-defaulting Shareholder may have against the defaulting Shareholder for any antecedent breach.

14.3

Notwithstanding any provision in this Agreement to the contrary, this Agreement shall remain in full force and effect for so long as shall be necessary to fulfil and give effect to the arrangements and undertakings contained in this Agreement.

14.4

Termination of this Agreement for any cause in accordance with the provisions of this Agreement shall not release any Shareholder from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination or which has accrued in consequence of this clause.

15.

Confidentiality

 

(a)

ensure the confidentiality of this Agreement and the transactions contemplated in this Agreement;

(b)

not disclose any provision of this Agreement except:

 

(i)

where required by law or any relevant governmental regulatory body or competent authority;

(ii) 

to any financier or professional adviser acting for the party; or

 

(iii)

the information is public knowledge otherwise than as a consequence of breach of this Clause.

16.

Deadlock

17.

Further Assurance

18.

Remedies

Waiver and Variation

20.

Severability

21.

Continuing Effect

22.

Time

23.

Legal Relationship

24.

Costs and Expenses

25.

Assignment; Successors

26.

Notices

Without affecting any other effective mode of service, any notice given under this Agreement:

 

(a)

must be in writing and may be delivered personally or sent by registered post to the intended recipient at the address shown below or the address last notified by the intended recipient to the sender:

 

(b)

must be signed; and

 

(c)

will be taken to be duly given or made:

 

(i)

(in the case of delivery in person) when delivered, received or left at the above address; and

 

(ii)

(in the case of delivery by registered post) 48 hours after posting, and in proving service it shall only be necessary to prove that the communication was contained in an envelop which was duly addressed and posted in accordance with this Clause,

Entire agreement

28.

Counterparts

29.

Governing Law and Jurisdiction

 

A

represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of the holder in the Company

 

B

represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of all other holders (past and present) of RCPS in the Company

 

(i)

where N includes any fractions, N is to be rounded downwards to the nearest whole number

 

(ii)

where the number of new Shares to be issued includes any fractions, such number of new Shares is to be rounded downwards to the nearest whole number

 

(iii)

where the issue price includes any fractions of sen, the issue price is to be rounded downwards to the nearest sen

 

For the purposes of this provision:

 

(a)

the amount in USD of the investment amount is based on the value in USD of the subscription moneys as at the respective date(s) of the relevant subscription(s).

 

(b)

for the avoidance of doubt, where any RCPS has been held by more than one holder, such RCPS and investment amount in relation to the RCPS, is to be counted only once.

 

(a)

effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

 

(b)

effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series A RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series A RCPS after the transaction(s),

 

(c)

alters or changes the rights, preferences or privileges of the Series A RCPS,

 

(d)

increases or decreases the number of authorized Series A RCPS,

 

(e)

authorises the issuance of securities having a preference over or on a parity with the Series A RCPS,

 

(f)

changes the number of directors,

 

(g)

amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series A RCPS,

 

(h)

effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

 

(i)

declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

 

1.1

 

1.2

 

(a)

The Investors have the right, power and authority, and have taken or will take all action necessary, to validly execute, deliver and exercise its right, and perform its obligations under this Agreement;

 

(b)

Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Investors of this Agreement or the performance by the Investors of the transactions contemplated under this Agreement;

 

(c)

This Agreement is a valid and binding obligation of the Investors and is enforceable against the Investors in accordance with its terms;

 

(d)

The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Investors are subject and will not be inconsistent with any constitutional documents or contracts to which the Investors are a party to or otherwise binding on the Investors; and

 

(e)

There is no action, proceeding, claim or investigation pending against the Investors before any court or administrative authority, which, if determined against the Investors, may reasonably be expected to have a material adverse effect on the Investors’ ability to perform the obligations hereunder.

 

2.1

 

2.2

 

(a)

The Existing Shareholder and Company have the right, power and authority, and has taken or will take all action necessary, to validly execute, deliver and exercise its right, and perform its obligations under this Agreement;

 

(b)

Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Existing Shareholder and the Company of this Agreement or the performance by the Existing Shareholder and the Company of the transactions contemplated under this Agreement;

 

(c)

This Agreement is a valid and binding obligation of the Existing Shareholder and the Company and after fulfillment of the conditions precedent is enforceable against the Existing Shareholder and the Company in accordance with its terms;

 

(d)

The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Existing Shareholder and the Company is subject and save as otherwise disclosed, will not be inconsistent with any constitutional documents or contracts to which the Existing Shareholder and/or the Company is a party to or otherwise binding on the Existing Shareholder and/or the Company; and

 

(e)

There is no action, proceeding, claim or investigation pending against the Existing Shareholder and/or the Company before any court or administrative authority, which, if determined against the Existing Shareholder and/or the Company, may reasonably be expected to have a material adverse effect on the Existing Shareholder and the Company’s ability to perform the obligations hereunder.

 

A

represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of the holder in the Company

 

B

represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of all other holders (past and present) of RCPS in the Company

 

(i)

where N includes any fractions, N is to be rounded downwards to the nearest whole number

 

(ii)

where the number of new Shares to be issued includes any fractions, such number of new Shares is to be rounded downwards to the nearest whole number

 

(iii)

where the issue price includes any fractions of sen, the issue price is to be rounded downwards to the nearest sen

 

(a)

the amount in USD of the investment amount is based on the value in USD of the subscription moneys as at the respective date(s) of the relevant subscription(s).

 

(b)

for the avoidance of doubt, where any RCPS has been held by more than one holder, such RCPS and investment amount in relation to the RCPS, is to be counted only once.

 

(a)

effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

 

(b)

effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series B RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series B RCPS after the transaction(s),

(c)

alters or changes the rights, preferences or privileges of the Series B RCPS,

(d) 

increases or decreases the number of authorized Series B RCPS,

 

(e)

authorises the issuance of securities having a preference over or on a parity with the Series B RCPS,

(f)

changes the number of directors,

 

(g)

amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series B RCPS,

 

(h)

effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

 

(i)

declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

7.1

The Company may redeem any or all Series C RCPS registered in the name of the holder of the Series C RCPS at any time if the Company is prohibited from granting a loan to the Existing Shareholder using the proceeds from the issuance of the Series C RCPS due to legal or regulatory restrictions in Malaysia, by giving a Notice of Redemption. The Series C RCPS will be redeemable from funds legally available for distribution at the redemption price (“Redemption Price”) which comprises a par value of RM0.01 with redemption premium equivalent to the difference between (i) the aggregate of the Initial Subscription Price or Subsequent Subscription Price (as the case may be) and such price multiplied at the rate of 5% per annum prorated by day, up to the date of the redemption based on a 365-days year (and without any compounding or addition to the principal Initial Subscription Price or Subsequent Subscription Price (as the case may be)) and (ii) the par value of RM0.01 per Series C RCPS plus all accrued but unpaid dividends and dividends in arrears, if any

7.2

All redemption of the Series C RCPS shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series C RCPS and the Company.  On the date fixed for redemption, the holder(s) of the Series C RCPS shall deliver to the Company the share certificate(s) for the relevant Series C RCPS in exchange for payment in cash (by way of bank draft or any other manner acceptable to the holder(s)) by the Company of the aggregate Redemption Price for the time being payable for those Series C RCPS.  If any share certificate so delivered to the Company relates to any Series C RCPS which are not to be redeemed on that day, a fresh share certificate for those Series C RCPS shall be issued by the Company to such holder(s).

 

(a)

effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

 

(b)

effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series C RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series C RCPS after the transaction(s),

 

(c)

alters or changes the rights, preferences or privileges of the Series C RCPS,

 

(d)

increases or decreases the number of authorized  Series C RCPS,

 

(e)

authorises the issuance of securities having a preference over or on a parity with the Series C RCPS,

 

(f)

changes the number of directors,

 

(g)

amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series C RCPS,

 

(h)

effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

 

(i)

declares or pays dividends on or makes any distributions with respect to any share capital of the Company.