11. REQUESTS FOR PROSPECTUS AND CERTIFICATE OF GOOD STANDING

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2 CONTENTS PAGE RECITALS 1. DEFINITIONS AND INTERPRETATION 2. AGREEMENT TO ACQUIRE GROWER PLOTS 3. GROWER S FEE 4. COOLING-OFF PERIOD 5. GROWER S RIGHTS 6. GROWER S COVENANTS 7. MANAGEMENT COMPANY S COVENANTS 8. INDEPENDENT CONSULTANT 9. TRANSFER OF GROWER PLOTS 10. REPURCHASE OF GROWER PLOTS 11. REQUESTS FOR PROSPECTUS AND CERTIFICATE OF GOOD STANDING 12. TERMINATION 13. PAYMENT ON TERMINATION 14. RULES 15. GENERAL ATTESTATION FIRST SCHEDULE SECOND SCHEDULE THIRD SCHEDULE FOURTH SCHEDULE FIFTH SCHEDULE

3 THIS AGREEMENT is made on the day and year stated in section 1 of the First Schedule BETWEEN GOLDEN PALM GROWERS BERHAD (Company No T), a public limited company incorporated in Malaysia and having its registered office at Level 7, Menara Milennium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490, Kuala Lumpur, Wilayah Persekutuan ( Management Company ) AND THE PERSON NAMED IN SECTION 2 OF THE FIRST SCHEDULE ( Grower ). RECITALS: A. B. C. D. E. F. G. H. I. The Management Company is developing an oil palm plantation over approximately 11,280 acres of land in Gua Musang, Kelantan ( Land ) and has designated 11,000 acres of the Land for an oil palm plantation scheme known as the Golden Palm Growers Scheme ( Scheme ). The Scheme involves the creation of interests under Division 5 of Part IV of the Companies Act. Each such interest ( Grower Plot ) entitles the Grower to the Net Yield for a 23 year period calculated in accordance with this Agreement. The Management Company has launched the Scheme by offering 44,000 Grower Plots relating to 11,000 acres of the land. Only 70% of the total number of 44,000 Grower Plots is currently being made available to the public. The Management Company will retain the remaining 30% and will not release these to the public without the approval of the Registrar of Companies. The Registar of Companies has approved the Scheme and the offer to the public of the Grower Plots pursuant to Division 5 of Part IV of the Companies Act. AmTrustee Berhad has been appointed trustee of the Scheme in accordance with the requirements of the Companies Act. AmTrustee Berhad is a member of the AmInvestment Bank Group and is an approved trustee registered under the Trust Companies Act The Minister has approved the appointment of AmTrustee Berhad as the trustee for the Scheme pursuant to section 87 of the Companies Act. This Agreement is entered into pursuant to an application by the Grower to acquire Grower Plots. By signing this Agreement, the Grower confirms that he has read and understood the following documents: (1) the Prospectus dated relating to the Scheme; (2) the Trust Deed; (3) the Rules of the Scheme; and (4) this Agreement. 1

4 THE PARTIES AGREE: 1. DEFINITIONS AND INTERPRETATION 1.1 Definition In this Agreement, the following words and phrases have the following meanings unless the context otherwise requires: Application Form : the application form prescribed by the Management Company from time to time for the purpose of acquiring a Grower Plot Business Day : any day (other than a Saturday or Sunday) on which banks are open for business in Kuala Lumpur Business Office : the business office of the Management Company at Unit A-25-12, Level 25, Menara UOA Bangsar, 5 Jalan Bangsar Utama 1, 59000, Kuala Lumpur Commencement Date : the date of commencement of this Agreement being the date stated in clause 2.2 Companies Act : the Malaysian Companies Act, 1965 Cooling-Off Period : the period of 10 days after the date on which the Grower submits the Application Form to the Management Company First Phase : 20 August 2010 to 19 August 2016, being the period commencing from the Launch Date and ending on the 6th anniversary of the Launch Date Grower : the person named in section 2 of the First Schedule Grower s Certificate : the certificate of ownership issued by the Management Company to the Grower with respect to his Grower Plots Grower s Fee : the fee payable by the Grower to the Management Company under clause 3.1 Grower Plot : an interest under the Scheme that entitles the holder to the Net Yield Independent Consultant : the independent planting adviser appointed under clause 8.1 Land : the 3 pieces of land measuring approximately 11,280 acres held under H.S(D)4185 PT5535, H.S(D)4186 PT5536 and H.S(D)4187 PT5641 located in Mukim of Ulu Nenggiri, District of Gua Musang, State of Kelantan which is the subject of the Plantation Land Development Agreement Launch Date : 20 August 2010, being the date of the first Prospectus in respect of the Scheme Management Company : Golden Palm Growers Bhd. (Company No T) Management Fee : the fee of RM20 or such other amount as may be prescribed by the Management Company from time to time payable each year by the Grower under clause 6.1 Maturity Date : 20 August 2033, being the 23rd anniversary of the Launch Date upon which the Scheme expires Minister : the Minister charged with the responsibility for companies as defined in the Companies Act Net Yield : the yield payable to the Grower under clause 5.1 Plantation : the 11,000 acres of the Land designated by the Management Company for the Scheme Plantation Concession : the concession to develop, manage and maintain an oil palm plantation on the Land granted to the Management Company under the Plantation Land Development Agreement 2

5 Plantation Land Development Agreement : the Plantation Land Development Agreement dated 12 September 2007 between the Management Company and PPLRNK (as amended from time to time) PPLRNK : Perbadanan Pembangunan Ladang Rakyat Negeri Kelantan, a body corporate incorporated pursuant to Perbadanan Pembangunan Ladang Rakyat Negeri Kelantan Enactment 2006 (Enactment No.2 of 2006) Prospectus : the statement issued pursuant to section 90 of the Companies Act Register of Growers : the register of holders of Grower Plots established and maintained by the Management Company in accordance with the Trust Deed Registrar of Companies : the Registrar of Companies as designated under section 7(1) of the Companies Act Rules : the rules and regulations of the Scheme made in accordance with clause 14 as amended from time to time RM : Ringgit Malaysia being the lawful currency of Malaysia Scheme : the scheme known as the Golden Palm Growers Scheme established pursuant to Division 5 of Part IV of the Companies Act Second Phase : 20 August 2016 to 19 August 2033, being the period commencing from the 6th anniversary of the Launch Date and ending on the Maturity Date Transfer Fee : A fee of RM50.00 for each Grower Plot, payable under clause 9.1 with respect to a transfer of Grower Plots Transfer Form : the transfer form referred to in clause 9.1 prescribed by the Management Company from time to time Trust Deed : the trust deed dated 26 July 2010 entered into between the Management Company, the Trustee and the Growers (as amended from time to time) Trustee : AmTrustee Berhad (Company No V) and includes the trustee for the time being of the Scheme whether original, additional or substituted 1.2 Interpretation In this Agreement, unless the context otherwise requires: (e) (f) headings and underlinings are for convenience only and do not affect the interpretation of this Agreement; words importing the singular include the plural and vice versa; words importing a gender include any gender; other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning; 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 includes: (i) (ii) all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing that statute; and all regulations, proclamations, ordinances and by-laws issued under that statute; (g) (h) (i) a reference to any document includes any permitted 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; this Agreement is binding upon and inures to the benefit of the parties and their respective successors; 3

6 (j) (k) (l) (m) (n) the schedules hereto shall be taken, read and construed as essential parts to this Agreement; the several paragraphs of these definitions are to be cumulative and in no case is the generality of any paragraph to be limited or restricted by reference or inference from the terms of any other paragraph or by the application of any rule of construction ejusdem generis or otherwise; references to law include any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty, by-law, governmental directions, order or guidelines or other legislative measures; no rule of construction and/or interpretation applies to the disadvantage and/or detriment of other party having control and/or responsible for the preparation of this Deed or any a part of it; and a covenant or Agreement on the part of two or more persons binds them jointly and severally. 2. AGREEMENT TO ACQUIRE GROWER PLOTS 2.1 The Grower agrees to acquire from the Management Company, and the Management Company agrees to sell to the Grower, the number of Grower Plots specified in section 4 of the First Schedule on the terms and conditions of this Agreement. 2.2 This Agreement shall take effect on the date of the Application Form ( Commencement Date ) subject to: the payment of the Grower s Fee to the Management Company; the execution by the Grower of this Agreement; and the approval by the Management Company for the Grower to acquire the Grower Plot. 3. GROWER S FEE In consideration of the Management Company agreeing to sell the Grower Plots to the Grower, the Grower shall pay to the Management Company the fee specified in section 5 of the First Schedule ( Grower s Fee ). The Grower shall pay the Grower s Fee in accordance with the Second Schedule. 4. COOLING-OFF PERIOD The Grower may by written notice to the Management Company withdraw his application or rescind this Agreement without any deduction or penalty at any time within the Cooling-Off Period. Upon receipt of the notice under clause 4.1, the Management Company shall refund the Grower s Fee free of interest to the Grower within 14 days of receipt of the notice of withdrawal or rescission upon which the Grower ceases to have any rights, privileges or interests whatsoever in the Grower Plots. 5. GROWER S RIGHTS The Grower shall be entitled to receive the Net Yield calculated in accordance with the Third Schedule. The Management Company shall, in accordance with the terms and conditions of the Trust Deed, pay to the Grower the Net Yield: within 60 days after the end of each anniversary of the Launch Date during the First Phase; and within 90 days after the end of each anniversary of the Launch Date during the Second Phase. 5.3 The Grower acknowledges and agrees that: each Grower Plot represents an undivided interest in the Scheme and shall in all respect rank pari passu with each other; the rights conferred by each Grower Plot shall rank pari passu with each other unless otherwise specified herein; 4

7 (e) the rights held by the Grower rest in contract only and do not create or confer any tenancy or any estate or any proprietary right, title, or interest in or over the Plantation or the Land or the Plantation Concession; except for the Net Yield, this Agreement does not confer any right on the Grower to a share of the profits of the Management Company howsoever arising and whether or not derived from the Land or the Plantation Concession; and no Grower shall have any right by reason of his Grower Plots herein to attend meetings of shareholders, stockholders or debenture holders of the Management Company or to vote or take part in or consent to the Management Company s or its shareholders, stockholders or debenture holders actions. 6. GROWER S COVENANTS The Grower shall pay to the Management Company an annual Management Fee from the 1st anniversary of the Launch Date for as long as this Agreement is not terminated in accordance with clause The Management Company may deduct any outstanding Management Fees from the Net Yield payable to the Grower. The Grower: acknowledges and agrees that the Management Company may from time to time make, issue or amend the Rules; and agrees to abide by and comply with the Rules and the Trust Deed. 6.4 The Grower shall be responsible for his own personal or corporate income tax (as the case may be) which may be payable in any jurisdiction in respect of the Net Yield and/or monies received by the Grower under this Agreement and/or the Trust Deed. 7. MANAGEMENT COMPANY S COVENANTS 7.1 Subject to any law or any policy, requirement or limitation of any relevant authority imposed on the Management Company, the Management Company shall: (e) (f) (g) establish the infrastructure for the Plantation and preparation of a nursery for palm seedlings; undertake land clearing and land preparation for the planting-out of the palm seedlings into the ground; undertake the construction of all internal and external roads for optimum crop evacuation as required; carry-out general upkeep and maintenance of the Plantation including application of fertilizer; recruit and procure sufficient labour to meet the manpower requirements of the Plantation; manage the Plantation in a proper and efficient manner so as to achieve optimum crop production at low costs; and comply with all laws applicable to or in any way affecting the management of the Scheme or the Plantation The Management Company shall not transfer, assign or encumber the Plantation Concession without first obtaining the written consent of the Trustee. The Management Company shall issue the Grower s Certificate to the Grower within 30 days of the last to occur of the following: the receipt of the Grower s Fee from the Grower; the receipt of this Agreement duly executed by the Grower; and the approval by the Management Company for the Grower to acquire the Grower Plot. 5

8 8. INDEPENDENT CONSULTANT The Management Company shall appoint an Independent Consultant to conduct a semi-annual review of the operations of the Plantation and to submit a report of the review ( Report ) to the Management Company. The Management Company shall within 30 days after receiving the Report, submit a copy of the Report to the Trustee and the Registrar of Companies. 9. TRANSFER OF GROWER PLOTS 9.1 The Grower may, after the period of 12 months from the Commencement Date, request to transfer one or more of his Grower Plots to any other person ( transferee ) by: submitting to the Management Company a Transfer Form; and paying to the Management Company the Transfer Fee. 9.2 The Management Company will not approve a transfer request unless the Grower has: paid in full all amounts due and payable under this Agreement or the Rules (including, but not limited to, the annual Management Fee); and complied with all the terms and conditions of this Agreement and the Rules The Management Company shall notify the Grower as to whether the transfer request has been approved or rejected within 14 days after receipt of the duly completed and signed Transfer Form and Transfer Fee. For the avoidance of doubt, the Grower acknowledges and agrees that the Management Company reserves the right of refusal in respect of a transfer request without assigning any reason for such refusal. If the transfer request is approved, the Grower shall deliver to the Management Company the following documents within 14 days of the date of approval: the Grower s Certificate issued to the Grower; an undertaking by the transferee to observe, perform and be bound by this Agreement and the Rules in such form prescribed by the Management Company from time to time; and the Grower s original signed and stamped copy of this Agreement. 9.5 Upon receipt of the documents referred to in clause 9.4 and subject to the due payment of any stamp duty or other imposition payable on the transfer by the Grower or the transferee, the Management Company shall: cause the name of the Grower to be deleted from the Register of Growers; cause the name of the transferee to be registered in the Register of Growers in place of the original Grower; and cause a new Grower s Certificate to be issued to the transferee. 9.6 When the Management Company notifies the transferee that his name has been registered in the Register of Growers: the transferee assumes all rights, entitlements and obligations of the Grower under this Agreement; the transferee is deemed to be the Grower for purposes of this Agreement to the exclusion of the original Grower; the original Grower ceases to be entitled to any rights and privileges under this Agreement or to have any claims whatsoever against the Management Company; and the original Grower remains primarily liable to the Management Company for any antecedent breaches under this Agreement and the Rules. 6

9 9.7 If the Grower does not deliver to the Management Company the documents referred to in clause 9.4 within 14 days of the date of approval: the approval of the transfer request lapses; the Transfer Form is deemed to have been cancelled; and the Management Company shall forfeit the Transfer Fee If the Management Company rejects the transfer request, it will refund the Transfer Fee free of interest to the Grower. Where: the Grower is a natural person, the Grower dies, becomes a bankrupt or is legally incapacitated; or the Grower is a corporate person, the Grower is wound up or liquidated, any person claiming to be entitled to his Grower Plots ( Entitled Person ) may request to be registered as the new Grower in place of the original Grower by: paying to the Management Company all amounts due and payable under this Agreement or the Rules (including, but not limited to, the annual Management Fee); and delivering to the Management Company: (i) (ii) (iii) (iv) (v) such evidence as the Management Company may require to prove the entitlement of the person to the Grower Plots; where there are more than one Entitled Person, an appointment letter in the form prescribed by the Management Company from time to time nominating one of them to be solely entitled to the Grower Plots; in the case of the legal personal representative of a deceased Grower, the letter of administration or probate, as the case may be, vesting title to the Grower s estate in the legal personal representative; the Grower s original signed and stamped copy of this Agreement and the relevant Grower s Certificate; and an undertaking to observe, perform and be bound by this Agreement in such form prescribed by the Management Company from time to time If the Management Company approves the request under clause 9.9 and the Entitled Person is registered in the Register of Growers in place of the original Grower: the Entitled Person assumes all rights, entitlements and obligations of the Grower under this Agreement; the Entitled Person is deemed to be the Grower for purposes of this Agreement to the exclusion of the original Grower; the original Grower ceases to be entitled to any rights and privileges under this Agreement or to have any claims whatsoever against the Management Company; and the original Grower or his estate (as the case may be) remains primarily liable to the Management Company for any antecedent breaches under this Agreement and the Rules. 7

10 10. REPURCHASE OF GROWER PLOTS 10.1 In this clause: Annual Repurchase Limit (i) (ii) in relation to the first Year means 10% of the Number of Grower Plots; and in relation to a subsequent Year: (A) if repurchase requests in the previous Year is not more than 10% of the Number of Grower Plots, Annual Repurchase Limit means the lower of 20% of the Number of Grower Plots or the relevant percentage of the Number of Grower Plots calculated in accordance with the following formula: RP = 20% TRR%, where: RP is the relevant percentage of the Number of Grower Plots; and TRR is the total number of repurchase requests in the previous Year expressed as a percentage of the Number of Grower Plots; and (B) if repurchase requests in the previous Year exceeds 10% of the Number of Grower Plots, Annual Repurchase Limit means 10% of the Number of Grower Plots, provided that in each case the Annual Repurchase Limit is rounded up or down to the closest whole number of Grower Plots; Number of Grower Plots means the number of Grower Plots as recorded in the Register of Growers excluding Grower Plots held by the Management Company; Repurchase Documents, in relation to a Grower who has submitted a Repurchase Form with respect to a Grower Plot, means: (i) (ii) the Grower s Certificate with respect to that Grower Plot; and the Grower s original signed and stamped copy of this Agreement; (e) (f) Repurchase Form means the form prescribed by the Management Company from time to time for the purpose of making a request to repurchase a Grower Plot; Repurchase Price, in relation to a Grower Plot, means an amount equal to the Grower s Fee for that Grower Plot; and Year means: (i) (ii) the 12 month period commencing on the first day of the Second Phase; and each subsequent 12 month period commencing from each anniversary of the first day of the Second Phase A Grower may at any time during the Second Phase request the Management Company to repurchase one or more of his Grower Plots by: submitting a Repurchase Form in accordance with the procedures set out in this Agreement and the Rules; and paying to the Management Company such processing fee, if any, as the Management Company may prescribe from time to time. 8

11 10.3 The Management Company shall within 14 days after receipt of the Repurchase Form notify the Grower whether: the repurchase request has been approved or rejected; payment of the Repurchase Price is deferred in accordance with clause 10.8; or the Management Company has exercised its option to convene a meeting of Growers for the purpose of putting forward a proposal to close the Scheme under clause The Management Company may reject a repurchase request if: the Repurchase Form is not duly completed and signed; the repurchase request is not in accordance with the procedures set out in this Agreement or the Rules; there are any amounts outstanding from the Grower under this Agreement or the Rules; or the Grower has not complied with any of the terms and conditions of this Agreement or the Rules Except as provided under clause 10.4, the Management Company is obliged to approve a repurchase request. If the Management Company approves the repurchase request, the Grower shall deliver to the Management Company the Repurchase Documents within 14 days of the date of approval failing which: the approval of the repurchase request lapses; the Repurchase Form is deemed to have been cancelled; and the Management Company shall forfeit the processing fee, if any, paid or payable with respect to the repurchase request Subject to the following provisions of this clause 10, the Management Company shall pay to the Grower the Repurchase Price within 30 days of receipt of the Repurchase Documents under clause If repurchase requests in any Year exceed the Annual Repurchase Limit, the Management Company may defer payment of the Repurchase Price with respect to the excess: to the next Year if the Annual Repurchase Limit for the next Year has not been exceeded; and if the Annual Repurchase Limit for the next Year has been exceeded, to the first Year after that in which the Annual Repurchase Limit has not been exceeded, so that the total number of Grower Plots repurchased in any Year does not exceed the Annual Repurchase Limit. For illustration purposes, the Fourth Schedule sets out sample calculations of the Annual Repurchase Limit and the application of this clause For the purposes of determining whether the Annual Repurchase Limit has been exceeded, repurchase requests shall be paid on a first come first served basis If payment of the Repurchase Price is deferred under clause 10.8, the Management Company shall, at least 30 days before the expected payment date, request the Grower to deliver to the Management Company the Repurchase Documents within 14 days of the date of the request failing which: the approval of the repurchase request lapses; the Repurchase Form is deemed to have been cancelled; and the Management Company shall forfeit the processing fee, if any, paid or payable with respect to the repurchase request Subject to clause 10.12, if payment has been deferred under clause 10.8, the Management Company shall pay to the Grower the Repurchase Price within 30 days of the commencement of the Year to which payment has been deferred. 9

12 10.12 Notwithstanding any other provision of this Agreement, the Management Company may convene a meeting of Growers for the purpose of putting forward a proposal to close the Scheme before the Maturity Date for the consideration of the Growers if: there are insufficient funds to meet repurchase requests or the Management Company is of the view that there will be insufficient funds to meet anticipated repurchase requests; or the Management Company is of the view that the volume or timing of repurchase requests is such that the Scheme is no longer viable or it would be unfair to Growers in general to meet such requests If the proposal under clause is passed by a majority in number representing 3/4 in value of the Growers present and voting either in person or by proxy at the meeting: (e) the Management Company is immediately relieved of its obligation to repurchase any Grower Plots; all repurchase requests received before the date of exercise of the option lapse and the relevant Repurchase Forms are deemed to have been cancelled; any Repurchase Form received on or after the date of exercise of the option shall be rejected; the Management Company ceases to be obliged to pay any Repurchase Price outstanding; and the Management Company will: (i) (ii) agree with the Trustee the timing and procedure for selling its interest in that part of the Plantation Concession relating to the Plantation and clauses 13.2 and 13.3 shall apply with any necessary changes; and refund to the Grower an amount calculated in accordance with the Fifth Schedule within 30 days of the date of receipt of the net proceeds of sale of that part of the Plantation Concession relating to the Plantation If the proposal under clause is rejected by Growers, the Management Company may recommend to the Trustee to wind up the Scheme. Upon payment of the Repurchase Price under clause 10.7 or 10.11: the Management Company shall cancel the relevant Grower s Certificate and cause the name of the Grower to be deleted from the Register of Growers; and the Grower ceases to be entitled to any rights and privileges under this Agreement or to have any claims whatsoever against the Management Company All Grower Plots repurchased under this clause 10 belong to the Management Company and the Management Company may resell any such Grower Plot at such price as may be determined by the Management Company from time to time. 11. REQUESTS FOR PROSPECTUS AND CERTIFICATE OF GOOD STANDING 11.1 The Grower may obtain the following documents from the Management Company by submitting a written request to the Management Company: a copy of the current Prospectus for a fee of RM20 or such other amount as may be prescribed by the Management Company from time to time the Grower is required to furnish to a transferee a copy of the current Prospectus failing which the Grower will commit an offence under section 363 of the Companies Act; and a certificate stating: (i) (ii) whether, as far as the Management Company is aware, there are any legal proceedings in existence in respect of the Scheme or the Management Company; and whether the Plantation is sufficiently covered by insurance, for a fee of RM5 or such other amount as may be prescribed by the Management Company from time to time. 10

13 11.2 The Management Company shall furnish the documents referred to in clause 11.1 within 14 days from the date on which the written request is made provided that the respective fee for such documents has been paid in full by the Grower to the Management Company. 12. TERMINATION 12.1 This Agreement shall terminate on the earliest to occur of the following: (e) (f) the date on which the Management Company closes the Scheme under clause 10.12; the date on which the Management Company terminates this Agreement under clause 12.2; the date on which the parties mutually agree to terminate this Agreement under clause 12.3; the date on which the Scheme is voluntarily closed under clause 12.4; the date on which the Scheme is wound up under clause 12.6; and the Maturity Date The Management Company may terminate this Agreement by giving to the Grower at least 21 days written notice of its intention to do so if: (e) the Grower fails to pay any amount due and payable under this Agreement or the Rules; the Grower is in breach of any other term or condition of this Agreement or the Rules and, where the breach is capable of being remedied, fails to remedy the breach within 14 days of a notice from the Management Company requiring it to do so; a winding up petition is presented against the Grower or the Grower is declared insolvent or is adjudicated a bankrupt or the Grower makes a composition or arrangement with creditors; the Grower is convicted of any criminal offence, or leaves the country to escape criminal proceedings, or is controlled by an enemy alien or becomes an enemy alien; or the Management Company is required to cease operations of the Scheme or a material part of it by operation of law or pursuant to any order, directive or request of a relevant authority The parties may terminate this Agreement by mutual agreement at any time. The Scheme may be voluntarily closed in accordance with the Trust Deed if: the holders of at least 1/10 in value of Grower Plots request the Management Company to convene a meeting of Growers to consider a resolution to close the Scheme before the Maturity Date; and at such meeting the resolution is passed by a majority in number representing 3/4 in value of the Growers present and voting either in person or by proxy at the meeting If a resolution under clause 12.4 is passed, the Management Company shall: agree with the Trustee the timing and procedure for the sale of its interest in that part of the Plantation Concession relating to the Plantation and clauses 13.2 and 13.3 shall apply with any necessary changes; and refund to the Grower an amount calculated in accordance with the Fifth Schedule within 30 days from the date of receipt of the net proceeds of the sale of that part of the Plantation Concession relating to the Plantation The Scheme may be wound up in accordance with and in the manner provided for in section 95 of the Companies Act. 11

14 12.7 If this Agreement is terminated: the Grower ceases to be entitled to any rights or privileges (including, but not limited to, the right to receive the Net Yield) under this Agreement and/or the Trust Deed and has no further rights or claims whatsoever against the Management Company nor in respect of the Scheme; the Grower and the Management Company shall remain liable for all outstanding monies due to the other under this Agreement and /or the Trust Deed or in respect of the Scheme until payment thereof; all amounts paid by the Grower to the Management Company shall be forfeited and retained by the Management Company; and the Grower shall cause the Grower Plots to be returned by the surrender of the Grower s Certificate to the Management Company Nothing in this Agreement affects the Management Company s rights against the Grower in respect of any antecedent breach by the Grower of this Agreement and the Rules. The Management Company shall, at any time between the 18th and 19th anniversary of the Launch Date, submit a proposal to the Trustee with respect to the replanting of the Plantation. A proposal under clause 12.9 shall contain information about the following: a replanting program for the Plantation; the cost of the replanting program and how it is to be funded including funding the replanting program through deductions from future yield payments; the effects of the replanting program on Growers including whether the Scheme will continue beyond the Maturity Date; and such other information that the Management Company deems appropriate If the Trustee is of the view that the proposal under clause 12.9 is in the interests of Growers, the Trustee shall convene a meeting of Growers for the purpose of considering and, if thought fit, approving the proposal. 13. PAYMENT ON TERMINATION At least 18 months before the Maturity Date, the Management Company shall agree with the Trustee the timing and procedure for the sale of its interest in that part of the Plantation Concession relating to the Plantation in accordance with the Trust Deed. The procedures for the sale shall include, but not be limited to, a procedure requiring the appointment of an independent valuer to determine the fair market value of that part of the Plantation Concession relating to the Plantation. Notwithstanding clause 13.1, the Management Company may in its sole and absolute discretion elect to acquire that part of the Plantation Concession relating to the Plantation based on a fair market value as determined by an independent valuer appointed under clause The Management Company shall refund to the Grower the amount calculated in accordance with the Fifth Schedule within 30 days of the date of receipt of the net proceeds of sale of that part of the Plantation Concession relating to the Plantation. 14. RULES The Grower acknowledges and agrees that the Management Company may from time to time make, issue or amend rules and regulations ( Rules ) relating to the Scheme. This Agreement shall be read together with the Rules which shall form part of this Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Rules, the provisions of this Agreement prevail. 12

15 15. GENERAL 15.1 Notices A notice or other communication to or by a party to this Agreement: shall be in legible writing and in English addressed as shown below: (i) (ii) if to the Management Company, to such address or facsimile number as the Management Company may from time to time specify; and if to the Grower, to the address and facsimile number specified in section 2 of the First Schedule; and is deemed to be given by the sender and received by the addressee: (i) (ii) (iii) in the case of delivery by hand, when delivered; in the case of prepaid post, 3 Business Days from and including the date of postage; or in the case of facsimile, on acknowledgement of the addressee s facsimile receiving equipment, but if the delivery or receipt is on a day which is not a Business Day or is after 4.00pm (addressee s time) it is deemed to be given at 9.00am on the next Business Day Time of essence Time is of the essence of this Agreement Force majeure The Grower shall have no claim whatsoever for damages or compensation or refunds against the Management Company in respect of any total or partial failure, delay, hindrance or interference in the fulfillment of any provision of this Agreement and/or the Trust Deed by the Management Company or inability to continue the performance of the duties and obligations under this Agreement and/or the Trust Deed due to or caused by any matter beyond the reasonable control of the Management Company including, but not limited to, disease, blight, chemicals, pollution, flood, sabotage, fire, insects, vermin, wars declared or undeclared, rebellion, insurrection, acts of terrorists, acts of God, strikes or lockouts Provisions of Trust Deed to prevail This Agreement shall be read together with the Trust Deed. In the event of any conflict or inconsistency between the provisions of this Agreement and the Trust Deed, the provisions of the Trust Deed shall prevail and supersede such inconsistent provision of this Agreement Governing law and jurisdiction This Agreement is governed by the laws of Malaysia and the parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia Partial invalidity Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of this Agreement in that or any other jurisdiction Cost and expenses All legal fees, and costs and expenses, incurred in the preparation and execution of this Agreement (including, but not limited to, stamp duty) shall be paid by the Grower. All legal fees (on a solicitor and client basis), and costs and expenses, incurred by the Management Company in enforcing any of its rights under this Agreement shall also be paid by the Grower. 13

16 15.8 Waivers A waiver of any breach or provision of, or any default under, this Agreement must be in writing and signed by the party granting the waiver. A breach of, or default under, this Agreement is not waived by any failure or delay in exercising any provision of this Agreement. A failure or delay in exercising or the partial exercise of any provision of this Agreement is not a waiver of that provision Variation A variation of any term of this Agreement must be in writing and signed by the parties Transfer, assignment or novation The Management Company may transfer, assign or novate in whole or in part its rights and obligations under this Agreement in favour of any related company as defined in section 4 of the Companies Act without the consent of the Grower. -The rest of this page is intentionally left blank- 14

17 EXECUTED by the parties as an Agreement: SIGNED by ) ) in the presence of: ) Name: NRIC No: Name: NRIC No: SIGNED by ) ) for and on behalf of ) GOLDEN PALM GROWERS BERHAD ) in the presence of: ) Name: Designation: Name: NRIC No: 15

18 FIRST SCHEDULE Section Subject Details 1 Date of Agreement Dated the day of 20 2 Name, NRIC/Passport No./ Company No. (as the case may be) and address of Grower Name: NRIC/Passport No/ Company No: Address: 3 Grower s Fee Per Grower Plot RINGGIT MALAYSIA 4 Number of Grower Plots (RM ) 5 Grower s Fee payable by Grower RINGGIT MALAYSIA (RM ) 16

19 SECOND SCHEDULE Payment of Grower s Fee [clause 3.2] 1. The Grower s Fee shall be paid in full by the Applicant upon submission of the Application Form for the Grower Plots to the Management Company. 2. All payments shall be made in such form and manner as the Management Company may from time to time permit. -The rest of this page is intentionally left blank- 17

20 THIRD SCHEDULE Computation of Net Yield [clause 5.1] Section 1 - First Phase 1. During the First Phase, a guaranteed Net Yield of 6% per annum of the Grower s Fee. 2. In addition to the guaranteed Net Yield set out in paragraph 1, the Management Company will pay a bonus yield of [**]% per annum of the Grower s Fee.* * Delete if not applicable. Section 2 - Second Phase 1. During the Second Phase, the Net Yield for a Grower Plot in any year shall, subject to paragraph 3 below, be an amount equal to the higher of: the Plantation Profit attributable to a quarter acre of the Plantation; and the Specified Amount. 2. For the purposes of calculating the Net Yield in any year: Average CPO Price means the average crude palm oil price for that year based on data published by the Malaysian Palm Oil Board or its successor; Plantation Profit means the audited net profit for the Plantation operations for the latest financial year after adjusting for non-cash items (other than depreciation and amortization); and Specified Amount means: (i) (ii) (iii) where the Average CPO Price for that year exceeds RM1,500 per metric tonne 9% of the Grower s Fee; where the Average CPO Price for that year is between RM1,000 RM1,500 per metric tonne 6% of the Grower s Fee; and where the Average CPO Price for that year is less than RM1,000 per metric tonne zero. 3. If: in any year the Specified Amount exceeds the Plantation Profit attributable to a quarter acre of the Plantation; and the Management Company has paid the Specified Amount, then: the Management Company may, notwithstanding anything to the contrary, recover, at any time and from time to time, the excess mentioned in paragraph 3 from the Plantation Profits for the next or future years as long as this does not result in the Net Yield in any year falling below the Specified Amount. Certification by auditors A certificate from the auditors of the Company certifying the Plantation Profit shall, in the absence of manifest error, be conclusive evidence of the Plantation Profit. Apportionment of Net Yield The Net Yield in any year shall be calculated based on a period of 365 days except that the Net Yield for the first year shall be pro-rated based on the number of days from the Commencement Date until the first anniversary of the Launch Date to occur after the Commencement Date. 18

21 FOURTH SCHEDULE Sample Calculations of Annual Repurchase Limit and the Application of Clause 10.8 [clause 10.8] Year within Second Phase Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 TRR (Total repurchase request in the previous Year) n/a 0% 21% 3% 13% 20% Annual Repurchase Limit (%) 10% (1) 20% (2) 10% (3) 17 % (4) 10% (5) 10% (6) Note: If TRR 10%, Annual Repurchase Limit shall be RP = 20% -TRR %. If TRR > 10%, the Annual Repurchase Limit shall be 10%. Total repurchase requests in the Year (%) 0% 21% 3% 13% 20% 3% Payment of Repurchase Price No payment will be made since no repurchase requests are made in Year 7. Management Company to pay the first 20% of the repurchase requests in Year 8 and defer the next 1% to Year 9. Management Company to pay 4% repurchase requests (1% deferred from Year 8 and 3% from Year 9). Management Company to pay all 13 % repurchase requests in Year 10. Management Company to pay the first 10% of repurchase requests in Year 11 & defer the next 10% to Year 12. Management Company to pay 10% repurchase request deferred from Year 11. The payment of 3% repurchase requests in Year 12 will be deferred to Year 13. Note: (1) (2) (3) Annual Repurchase Limit for Year 7 shall be 10% (see clause 10.1(i)) For Year 8, TRR 10%, as such: Annual Repurchase Limit (%) = RP = 20% - TRR% = 20% - 0% = 20% (see clause 10.1(ii)(A)) For Year 9, TRR > 10%, as such Annual Repurchase Limit shall be 10% (see clause 10.1(ii)(B)) 19 (4) (5) (6) For Year 10, TRR 10%, as such: Annual Repurchase Limit (%) = RP = 20% - TRR% = 20% - 3% = 17% (see clause 10.1(ii)(A)) For Year 11, TRR > 10%, as such Annual Repurchase Limit shall be 10% (see clause 10.1(ii)(B)) For Year 12, TRR > 10%, as such Annual Repurchase Limit shall be 10% (see clause 10.1(ii)(B))

22 FIFTH SCHEDULE Refund upon termination of Scheme [clauses 10.13(e)(ii), 12.5 and 13.4] 1. Upon termination of the Scheme under clause 10.12, 12.4 and 13, the Management Company shall refund to a Grower for each Grower Plot an amount equal to the Net Sale Proceeds attributable to a quarter acre of the Plantation. 2. For the purposes of calculating the amount to be refunded under paragraph 1, Net Sale Proceeds means the proceeds of sale of that part of the Plantation Concession relating to the Plantation after deducting costs and expenses incurred in relation to the sale (including, but not limited to, valuation, legal and audit costs), taxes, duties, lawful set-offs, deductions, costs, expenses, charges and outgoings. -The rest of this page is intentionally left blank- 20

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