Malaysia’s Leading Cloud -based POS System

SILENTMODESDN BHD

INVESTMENT

PROPOSAL

Malaysia’s Leading Cloud-based POS System

CONTENTS

2

1 Summary……………………………………………………….............................................................. 3

2 The Company……………………………………………………………………………………………4

3 Business Plan: An Overview………………………………………………………………………….. 14

4 Market Landscape………………………………………………………………………………………17

SummaryMalaysia’s Leading Cloud-based POS System Developer

The People

• Silentmode was founded by a trio ofseasoned tech developers more than 5years ago, as a spinoff of Terato Tech,Malaysia’s premier mobile appsdevelopment company that hasdeveloped apps for Maybank, CIMB,Domino’s, KWSP, SC, Berita Harian, NSTand Axiata.

• The team is now 46-person strong.

Core Solution

• Slurp! is a cloud-based point-of-sale (POS)system.

• Fintech that streamlines sales transactionsand the many moving parts of a business,resulting in the increase of sales & profitmargin, minimize stock wastage, and buildbetter customer relationship throughanalytics and loyalty programs.

The Ask

• We are seeking funds of up to RM3.5million for working capital & marketingcosts for expansion into the US, UK,Philippines and Thailand, as well as thedevelopment of new products andtechnology.

Our Goal

• We aim to be the largest POS solutionprovider in the Retailer, Fuel Retail andF&B service industries in Southeast Asia.

Our Clients

• 1,200 clients including Petronas, Singtel,Rotiboy and Fuel Shack.

• Over 2,600 outlets are now using Slurp!

3

What Makes Us Different

• We were the first cloud-based POSsystem in Malaysia, giving us first moveradvantage.

• Recently, we became the first and onlyPOS system to be used in fuel retailoutlets in Malaysia.

• Our ability to process sales transactionvalue close to RM1 billion per year.

SaaS + Fintech

Company Valuation : RM100 million

Investor New Money : RM 3.5 milllion

Post-money Valuation : RM 103.5 million

Investor Shareholding : 3.38%

The Company

MILESTONES: SIGNIFICANT GROWTH, CLIENTS & RECOGNITION

5

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2014 2015 2016 2017

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

2018 2019 2020

Slurp! POS ReleasedReleased Slurp! iPad POS. Acquired 5 outlets

Aug 2014

200 Outlets MilestoneDoubled to a total of 200 outlets on board

Feb 2016

200

1,000 Outlets MilestoneA total of 1,000 outlets on board

Dec 2018

1k

Best of Retail & Supply Chain 2017Emerged as the winner in Retail & Supply Chain Management by MSC APiCTA 2017

Oct 2017

Raised venture funding from Intres Capital Axiata Digital Innovation Fund

Raised Series A

Dec 2016

Singtel Digital Media resell our solution under the brand of HGW SmartPos

SINGTEL Partnership

Jan 2018

Petronas On BoardSlurp! is picked to power the 1,100 Petronas Fuel Station across Malaysia

Jan 2020

1st iteration launched –app that allows mobile phone ordering

Slurp! Remote Ordering System

Jan 2014

Migration to the brand new Cloud version 2.0

Cloud 2.0 Released

Mar 2019

A total of over 100 outlets on board, in only less than a year since Slurp! POS released

100 Outlets Milestone

Jun 2015

100

TRACTION: WE ARE AT A HIGH GROWTH PHASE

6

Outlets5

2014POS for F&B

Outlets

1,0002018

F&B Operations Management

Outlets

2,6002020

Retail & Fuel Operations Management Platform

A RECOGNIZED PLAYER WITHIN MALAYSIA’S FINTECH LANDSCAPE

7Source: 1337 Ventures

SILENTMODE IMPROVES BUSINESS & MAKES LIFE EASIER

8

Retail business owners typically operate on tight margins andmanage many moving parts. This is made worse by manuallystoring and tracking all these processes and records, let alonetrying to make sense of all the valuable sales data captured.

The ProblemSlurp! streamlines the many moving parts of a business, helping business owners to:

Increase sales & profit margin

Minimize stock wastage

Build better customer relationship through analytics and loyalty programs

Increase efficiency & ease of business operations and flow

Multiple outlet management - able to set menu prices, employee access, manageinventory & analyze sales data across multiple outlet online with just a singleaccount

Our Solution

Only a few minutes to drag and drop to customize to your business

Zap some life into your receipts. Customization for every needs

Simplifies tasks. Focus on what matters: Your business

SLURP! FEATURES: A COMPREHENSIVE SOLUTION

9

Point of Sale• Point-of-sale system

designed on iPads

Cloud Enabled• Access sales data & reports

anytime & anywhere. Data is kept safe, secure & always up-to-date. Manage product & outlet listing online easily

Payment Integration• Support multiple payment

types from cash, card, local payments and e-wallets quickly and seamlessly

Waiter App• No more bell calls and hand

waving. App used by waiters to instantly send orders to the kitchen through their devices; get alerts on orders pending delivery and bill requests

Kitchen Display System• Cut paper wastages.

Displays at the kitchen and beverage station to show pending orders without the use of printers

Discount & Promotion Management• For those special seasons,

our promotion management comes in handy to manage product prices. Select specific products, conditions or date period to trigger the promotion on the POS

Inventory Management• Reduce wastage & avoid stock

shortages. View inventory in real-time as purchases happens or do a stock audit to track stock movement. Simplifies processes to ease the burden of stock-taking

Table Management• Set up table layout on the fly

with our simple user interface

Loyalty Programme• A rewards program to keep

customers engaged and motivates them to keep coming back

Staff Management• Easily set up & manage

staff with access control and passcode

Real-time Report• Keep track of sales, and

make important business decisions backed by data. Understand the buying trends and the demands of market needs.

Tax Management• Our system makes SST and

taxes a breeze

Portable Data Terminal (PDT)• A mobile handheld

peripheral for store inventory management. Scans product barcode upon point of contact for stock receiving, returning or checking

Customer Display System• Customers are able to see the

purchase items, pricing and total bill. Clients can also advertise their promotion and commercial videos at the same time

HUB• Back Office System.

Processes sales transaction data and reupload it to HOS for reporting purposes; received configurations broadcasted from HOS to be implemented on outlets.

Head Office System (HOS)• Web portal to manage outlets;

dashboard view for outlet performance & generating reports, manage outlet configurations & setting, products detail & pricing, and data exclusive for HQ

A SYSTEM BUILT ON MODERN ARCHITECTURE

10

Slurp Central

• The core of Slurp Product, user friendly interface design makes it easy to operate for the ground staff

Slurp Cloud

• Retailers have access to dashboard/analytical data on the cloud portal to help them identify weaknesses and strength of sales operations, build stronger customer relationships, and grow their business

Slurp Hub

• Hub is a local server to act as a coordinator between Central, peripherals and Cloud in case of the absence of internet connection

Slurp API

• API enables integration of Slurp with other third-party systems

REVENUE MODEL

11

Hardware SalesMerchant Discount

Rate

Software Subscription

• Fuel Retail: RM600/month• F&B: RM1,500 to RM1,900/year• Online ordering: RM500/year

Software Subscription

SERVINGOVER 2,600 F&B AND FUELOUTLETS

12

CLIENTS

SKILLED & EXPERIENCED TEAM

Reza is a finance graduate from the University ofOklahoma and has extensive IT experience in theUnited States, Singapore, Brunei, and Japan. Reza isan avid Chelsea fan and a die-hard Apple devoteewho also invests in a variety of other start-ups.

Reza Fahmi Razali, Co-Founder | Director | CEO

A technologist who has won several awards. Calvinwas recruited as an App Developer for the first timewhen he was 17 years old. Calvin's technologicalvision has allowed Slurp! to establish a robust techfoundation that allows us to service SMEs as well asmajor multinational corporations.

Calvin Tam Wah Kit, Co-Founder | Director | CTO

Zara is the current CEO of Terato Tech SdnBhd. Terato Tech is a multi-award-winning appdeveloper company who has partnered withclients such as Air Selangor, Dominos Pizza,KWAP, LTAT, and CIMB Bank.

Zara Aida Razali, Co-Founder | Director

13

SKILLED & EXPERIENCED TEAM

Izzat's expertise is in the management ofbusiness operations, projects, tenders,procurement and finance. His background isin Law and Commerce.

Mohd Izzat Shahmi Mohd Shuhaimi,Operations Manager

Ilhami is an experienced FullStack Developer inDevOps, VueJS, Java, PHP, NodeJS, NestJS,Bootstrap, AWS and DigitalOcean, as well assystem architecture, development and servermaintenance.

Norzaini Ilhami Mohd Noor,Technical Lead

Muhammad Shukri Suhaimi,Project Manager

Shukri is experienced in IT Project Management,Quality Assurance and Customer Service. He is avaluable asset in improving project processes andstreamline project operation.

14

Business Plan: An Overview

EXIT STRATEGY

1

Business Trade Sales Initial Public Offering

We are looking into two Exit Strategy. As our business, product and technology grow, we are looking into on how we can expand the business further. Ourcompany manage to gain a significant progress yearly, Our revenue and profit increase at average 100% yearly.

EXISTING & NEAR TERM FOCUS (NEXT 24 MONTHS)

16

Product Focus Target Client Industries Expand into New Markets

• Fuel Retail POS

• Enterprise Retail POS (now in development)

• Android-based POS (now in development)

• All New Inventory & Supplier Management

• E-commerce Platform (now in testing phase)

• Fuel Retail

• Retailers

• United States

• United Kingdom

• Philippines

• Thailand

Our newest product for fuel retail is built ona modern architecture compared tocompeting products. This will enhancecustomer experience at the forecourt anddrive the evolution of the retail stores.

Compared to the F&B and Fuel Retailindustries, the Retail industry has a largenumber of players and is made up of varioussegments such as convenience stores,apparel outlets, health & beauty outlets, anddepartment stores. Targeting retailers wouldpotentially mean massive growth for thecompany.

Product Development Target Client Industries Expand into New Markets

• Artificial Intelligence POS which is able to

recognize items by camera

• Enter into the Logistics space

• Fuel Retail

• Enterprise Retail

• Europe

• Remaining Southeast Asia Region

FUTURE POTENTIAL (NEXT 3 TO 5 YEARS)

17

Market Landscape

THE GLOBAL POS MARKET

19

Oracle17%

NCR13%

TGCS9%

GK Software4%

Diebold Nixdorf3%

PCMS Datafit3%

Fujitsu2%

Aptos2%

Cegid Group1%

Revention1%

Others45%

Source: IHL Group (market share is based on 2017), Grand View Research

The global POS market size was valued at USD 69 billion in 2019.

The top 10 companies make up more than half of the overall POS

global market. More on the Top 3 companies:

• Oracle's revenue comes mostly from the US (42%), with key

customers being Lowe's, Kroger, 7-Eleven, Gap and Nordstrom.

• NCR's revenue is also made up of the US market (47%), with key

customer being DSW Shoe Warehouse, BP, Express, Tesco, Tiffany &

Co and Marks & Spencer.

• Toshiba Global Commerce Solutions' (TGCS) largest market is Asia

Pacific (48%), with key customers being Bed Bath & Beyond, Globus,

Sherwin Williams, Cora and Galeries Lafayette.

MOBILE POS: PROJECTED DOUBLE DIGIT GROWTH, TO EAT INTOTRADITIONAL POS MARKET SHARE

20

• Traditional POS is currently the dominant POS system

globally, with 64% market share.

• However, the Mobile POS segment is on the surge, and

is estimated to grow at a CAGR of 12.8% from 2020 to

2027, which is higher than the overall POS market

CAGR of 7.5%. Hence, Mobile POS is expected to eat

into Traditional POS market share in the coming years.

• The growing market demand for Mobile POS can be

attributed to its low installation cost, ease of accessibility

of the devices, and the availability of renting on a monthly

basis for small businesses. In addition, ever-changing

consumer expectations, rising debit/credit card

payments, and sophisticated data analytics are projected

to fuel demand for Mobile POS.

Source: Grand View Research, Global Market Insights

36%

64%

Global POS Market Share, 2019

2012 2019 2027

Global Mobile POS Market Value

USD 25 billion

USD 66 billion

USD 5 billion

Past FuturePresent

Mobile POS

Traditional POS

MOBILE POS VS TRADITIONAL POS

21

Mobile POS Traditional POS

Remote access to all real-time outlets sales data on mobile Requires physical presence at outlets to monitor details

PRICING• Subscription basis of RM100 to 300 a month, which is a

more affordable option for SMEs• One-off upfront payment of RM10,000 to RM20,000

ACCESS TO DATA• Data is stored in the Cloud. Can access it anytime, anywhere • Data stored locally in the terminal. Cannot access data

remotely

DATA BACKUP• All data keyed into the POS is automatically synced to the

Cloud• Have to constantly manually backup the terminal data to

another storage device

ACCOUNTING SOFTWARE

INTEGRATION

• Yes • No

EDITING ITEMS• Can easily edit price, menu and table layout within a few

minutes• Need the POS company to make the changes, which would

take about 3 working days

VALUE-ADD FEATURES• Have features such as customer relationship management,

inventory and staff management, loyalty programs• No

DATA ANALYTICS • In depth analysis on buying trends • Most only show bestsellers and their quantities

SYSTEM UPDATES• New features are automatically pushed to the system in an

update• Need to update manually. Rare updates

ERP

MALAYSIA POS LANDSCAPE: WE ARE ONE OF THE FEW SERVING BOTHLARGE CORPORATIONS AND SMES

22

There are a little over 30 POS System Players in

Malaysia

Only a third of them offer

Mobile/Cloud POS

• Most of them compete in the SME space e.g.

StoreHub and Genius

• There are much fewer that are serving large

corporations e.g. Cuscapi and foreign player LS

Retail

• Slurp! serves both large corporations and SMEs

COMPETITIVE ANALYSIS: SLURP! IS IN THE SWEET SPOT

23

INDUSTRIESSERVED

• F&B service • Retailers • F&B service

• Fuel retail• F&B service• Retailers (coming soon)

• F&B service • Retail• F&B• Hospitality

PRICE RM75/mth RM245/mth RM125/mth • RM300/mth (C360Engage) • Starts from RM420/mth

PLATFORMSUPPORTED

• iOS • iOS • iOS• Android (coming soon)

• Windows• Android

• iOS• Android• Windows

FEATURES • Features are only focused to serve the F&B industry e.g. table management, waiter ordering app and kitchen display system

• Specializes mainly for Retailers. Has delivery and e-commerce features

• The Retailers POS system is adapted to F&B, and lacks F&B operational related features

• The first and only Cloud POS company serving the Fuel industry in Malaysia

• Comprehensive industry-specific features for the F&B industry

• E-commerce platform coming soon

• Has been around for >40 years, with its traditional POS system. Its technology platform has not evolved over the past 10 years

• With new leadership onboard since >1 year ago, looking to go into the Cloud POS space with a new product, C360Engage

• LS Retail is a Nordic company that serves more than 80,000 client outlets across 140 countries.

• POS Quote (a POS review website) review: “LS Retail simple to use yet has complex functionality. There might be a slight learning curve in the beginning…”

CUSTOMERSUPPORT

• Mon-Fri only, 9am - 6pm, email only

• Everyday, 8:30am -10:30pm

• 24/7 • Info not available • Normal business hours• Online support available

The below compares Slurp! with its closest competitors in Malaysia. Slurp! covers / would cover more industries and platforms, has highly competitive features withoptimal pricing, and has the best customer service support availability.

SMEs as clientsLarge Corporations as clients

CLIENT INDUSTRY SNAPSHOT

24

Retailers Fuel Retail F&B Services

GLOBAL MARKETGlobal retail sales was USD23.6 trillion in 2018.Sales are expected to fall by 5.7% in 2020 due tothe COVID-19 pandemic. However, it is expectedto pick up in the following year and is projected toreach USD26.7 trillion by 2022, giving it a modestCAGR of 3.1% from 2018 to 2022.

MALAYSIAThe retail trade segment in Malaysia achieved atotal revenue of RM460 billion in 2018, growingwith a 5-year CAGR of 10.5%.

GLOBAL MARKETThe Oil & Gas industry's performance has beendampened by current oversupply and the impactof COVID-19 pandemic on demand. In 2020,global oil demand is expected to contract for thefirst time since the global recession of 2009 due tothe pandemic. Regardless of the sluggish outlook,Oil & Gas could be considered a recession-proofindustry; there are over 1 billion vehicles globally,of which almost all would require fuel to operate.Electric vehicles make up only 1% of the total andare not likely make a dent in the near future, givenits high price and lack of charging infrastructure.Hence, the industry could be expected to pick upagain as there would still be demand for fuel fordaily transportation activities.

GLOBAL MARKETThe industry grew 6% from 2018 to 2019 toUSD3.6 trillion. Asia Pacific made up most of themarket (46%), followed by the US (24%). However,a decline of 2.9% is expected in 2020 due toeconomic slowdown caused by the COVID-19pandemic. Nevertheless, the market is projectedto recover and grow at a CAGR of 8% from 2021and reach USD4.3 trillion in 2023.

MALAYSIAThe F&B services industry experienced animpressive revenue CAGR of 12.1% from 2010 to2017.

Sources: Department of Statistics Malaysia, The Business Research Company, IMARC Group, Statista, International Energy Agency, Green Car Reports

POTENTIAL SPACE IN THE FUEL RETAIL INDUSTRY

25

United Kingdom

Total stations : 8,385

Market potential : 5,366

United States



Thailand



The Philippines



• Market potential assumes 64% of total outlets are still using traditional POS (as per the global statistics in page 19), hence a space to penetrate into.

• Malaysia is not included as the Company has signed an exclusivity deal with the market leader, Petronas, deploying Slurp! In 1,100 of its petrol stations.

Sources: UKPIA, Statista

A total of close to 100,000 fuel stations

as potential market opportunity in the

countries we are targeting to go into

Data for Thailand and the Philippines are as of 2017, the US as of 2016, and the UK as of 2019.

POTENTIAL SPACE IN THE RETAILER INDUSTRY

26

United Kingdom

Total outlets : 306,655


United States



Thailand



The Philippines




Sources: Retail Group Malaysia, Philippine Statistics Authority, Retail Economics, Statista, Diamond Retail Review

Malaysia



A total of 1.2 million retail outlets as

potential market opportunity in the

countries we are targeting to go into

Data for Malaysia, the US and the UK are as of 2019/2020, the Philippines as of 2017, and Thailand as of 2013.

POTENTIAL SPACE IN THE F&B SERVICE INDUSTRY

27

United Kingdom



United States



Thailand

Total outlets : 100,000*


The Philippines




Sources: Department of Statistics Malaysia, National Restaurant Association, Statista, USDA

Malaysia



A total of over 700,000 F&B service

outlets as potential market opportunity in

the countries we are targeting to go into

* Data for Thailand is an assumption as the report states there are "over 100,000" outlets. All data are as of 2018, except for Malaysia which is based on 2015.

Investment Highlights

VALUATION

29

Price/Sale EV/EBITDA

Public Listed POS Players (Data as of 10-May-21)

Oracle Corporation 5.84 15.07

NCR Corporation 1.00 15.07

GK Software SE 2.42 18.77

Diebold Nixdorf, Incorporated 0.27 11.59

Lightspeed POS Inc. 46.82 n.a

Damodaran - Software (System & Application) Industry (Data as of 5-Jan-21)

Global 9.90 30.92

Emerging Markets 7.31 48.51

US 11.40 30.42

Bessemer Venture Partners (BVP) - SaaS index (Data as of 10-May-21) 17.50 n.a

Industry Average 11.38x 24.34x

VALUATION MULTIPLES: INDUSTRY COMPARISONS SILENTMODE VALUATION

Revenue, FYE 2021Estimate RM10.81 million

Price/Sale (Industry Average) 11.38x

Company Valuation RM116.3 million

EBITDA, FYE 2021 Estimate RM5.94 million

EV/EBITDA (Industry Average) 24.34x

Enterprise Value (EV) RM137.1 million

- Debt RM0.29 million

+ Cash RM0.14 million

Company Valuation RM137.1 million

COMPANY VALUATION

RM 100 million

INVESTMENT OFFER

30

Minimum Maximum

Target Offer RM 500,000.00 RM 3,500,000.00

Type Of Share To Be Issued Ordinary Share

Pre-Fund Raising Valuation RM 100,000,000.00

Issued Share Capital Before Funding Exercise 125,000

Price Per Share RM 800.00

Share To Be Issued 625 4,375

Indicative Equity Offered 0.50% 3.38%

Minimum Investment (3 Share) RM 2,400.00

Investment Blocks (3 Share) RM 2,400.00

VALUATION MULTIPLES: INDUSTRY COMPARISONS

EARLY BIRD INCENTIVE

31This incentive is exclusive to early investor during Pre-Live session only.

FUND UTILIZATION

FINANCIAL SUMMARY

33

FYE 31 Dec, RM '000 2017 (A) 2018 (A) 2019 (A) 2020 (EA) 2021 (F) 2022 (F) 2023 (F) 2024 (F) 2025 (F)

Revenue 1,280 1,536 3,637 5,986 10,815 19,077 36,574 43,915 49,070

Gross Profit 877 1,081 2,975 5,441 9,875 16,402 31,612 36,951 41,123

Staff Costs 1,560 1,614 1,587 2,187 2,380 3,406 5,879 6,581 7,389

Sales & Marketing 250 280 199 204 232 244 254 283 289

General & Administrative 261 311 684 1,097 1,320 1,481 1,520 1,565 1,674

Total Operating Expenses 2,071 2,206 2,470 3,888 3,932 5,131 7,653 8,429 9,352

EBITDA -1,193 -1,123 291 1,953 5,943 11,271 23,959 28,522 31,771

Net Income -1,207 -1,142 289** 1,583 4,242 8,479 17,887 21,719 24,188

Revenue Growth 20% 137% 67% 77% 87% 92% 20% 12%

Gross Margin 69% 70% 87% 96% 91% 85% 86% 84% 84%

EBITDA Margin n.m. n.m. 20% 32% 55% 59% 66% 65% 65%

Net Margin n.m. n.m. 15% 25% 39% 44% 48% 49% 49%

Staff Cost as % of Revenue 122% 105% 44% 39% 22% 18% 16% 15% 15%

** Normalized net income, after removing the extraordinary expense of one-off RCPS interest payment of RM372k

PROJECTIONS TRENDS

34

2,6103,960

6,250

10,597

14,350

17,450

2020 2021 2022 2023 2024 2025

Projected Number of Outletsto Use Slurp!

26%15% 17% 19% 23% 27%

72%

72% 65% 55% 48% 42%

0% 12% 15%22% 24% 25%

2% 2% 3% 4% 5% 6%

2020 2021 2022 2023 2024 2025

F&B Fuel Retail Retail Get Orders (F&B & Retail)

Projected RevenueBreakdown

KEY TERMS OF THE SHAREHOLDERS AGREEMENT (1/4)

35

1 Company Silentmode Sdn Bhd

2 Founders Reza Fahmi Razali, Zara Aida Razali, Tam Wah Kit

3 Company’s Obligations

Management: The Company shall ensure that, unless with the prior written consent of the Existing Shareholders, at all times Reza Fahmi bin

Razali shall be its the Chief Executive Officer.

Budget: The Company shall deliver to the Shareholders its annual budget and Business Plan no later than 30 calendar days before the financial

year end of the Company.

Subscription Purpose: The Company may only utilize all (and not part) of the Crowdfunding Amount based on the purposes disclosed in the

Crowdfunding Exercise.

4 Reserved Matters The Company shall procure that none of the Reserved Matters set out below shall be taken by the Company or its affiliates unless with the prior

written approval of at least one of the Existing Shareholders:

a) any change in the authorized and issued share capital, or the grant of any new options or warrants, of the Company or its subsidiaries;

b) any disposal or acquisition of any material undertaking, material assets, shares or other equity interests in any subsidiary of the Company;

c) the listing of Shares on a recognized stock exchange or issuance of Shares pursuant to a Crowdfunding Exercise;

d) any transfer, assignment or disposition of the whole or a substantial part of the undertaking, goodwill and assets of the Company;

e) any voluntary dissolution, liquidation or winding-up of the Company and/or its subsidiaries;

f) any amendment to the Constitution; and

g) any amalgamation, consolidation, reconstruction or re-organisation of the Company and/or its subsidiaries or any merger of the Company

and/or its subsidiaries with any corporation, firm or other body.


36

5 Crowdfunding Shares The Existing Shareholders, Crowdfunding Shareholders and the Nominee acknowledge that the Company has conducted and may conduct future

Crowdfunding Exercise(s) and agree to waive their pre-emptive rights on any issuance of new Shares pursuant to a Crowdfunding Exercise.

6 Crowdfunding Accession

The issuance of Crowdfunding Shares shall not be effective until all the Crowdfunding Shareholders in respect of the relevant Crowdfunding

Exercise have executed and delivered a Deed of Adherence and Accession to the Company

7 Nominee The Parties acknowledge that the Nominee holds the Nominee’s Crowdfunding Shares on behalf of investors pursuant to a Crowdfunding

Exercise and in accordance with the terms and conditions of a nominee agreement entered into between the Nominee and the investor.

Notwithstanding the provisions contained in the Constitution, the Company and its Shareholders acknowledge that they shall recognise any trust

existing in respect of the Nominee’s Crowdfunding Shares which legal title are held by the Nominee.

8 Board of Directors The Board shall consist of not more than 4 Directors. The Board shall comprise:

a) 4 persons appointed by the Founders; .

9 Chairman The Chairman of the Board shall be appointed by the Founders.

10 General Meetings Notification: Each Shareholder shall be entitled to receive not less than 14 days’ written notice of all general meetings (or such shorter period of

notice in respect of any particular meeting as may be agreed by majority of the Shareholders) specifying the date, time and place of the meeting

and the general nature to be transacted thereat.

Meeting quorum: At least 2 Shareholders present in person or by proxy, including at least 1 of the Founders, or their respective proxies.

Resolutions: All resolutions of the Shareholders shall be adopted by a simple majority vote of the Shareholders present and voting and by way of

poll on the basis that each Ordinary Share will carry one vote.


37

10 General Meetings (continued)

Nominee’s Crowdfunding Shares: The Parties agree that an investor whose Shares are held by the Nominee may attend but not vote at general

meetings. Such investor shall attend personally and not appoint a proxy (other than the Nominee) to attend such general meetings.

11 Transfer of Shares Restriction on Transfer (Preemptive Right): No Shareholder shall transfer all or any part of the Shares held by it or otherwise sell, dispose of or

deal with all or any part of its interest in such Shares unless and until the rights of pre-emption have been exhausted. All the Shareholders’ rights

of pre-emption shall be in proportion as nearly as practicable to their respective Shareholding Percentages in the Company.

Tag-Along Right: In the event one of the Existing Shareholders (“Selling Promoter”), after having first complied with the Preemptive Right

provisions desires to transfer any Shares to the Buyer or another Shareholder (the Buyer or such purchasing Shareholder, the “Tag-Along

Purchaser”), the Selling Promoter shall give notice in writing (the “Tag-Along Notice”) to each of the Shareholders of such desire. The Tag-Along

Notice shall enclose an offer (“Tag-Along Offer”) made by the Tag-Along Purchaser to each of the Shareholders to purchase the Shares held by

the Shareholders at such time, on the basis that the number of Tag-Along Shares which the Selling Promoter shall sell, and the number of Shares

that each of the Shareholders (as the case may be) shall sell, shall be pro rata the number of Shares agreed to be purchased by the Tag-Along

Purchaser, and on terms and conditions (including price) no less favourable to the Shareholders than those available to the Selling Promoter.

Drag-Along Right: Subject to the prior written consent of all the Existing Shareholders and subject to the Preemptive Right, an Existing

Shareholder (“Drag-Along Seller”) who wishes to transfer all (and not part of) its Shares (“Drag-Along Seller’s Shares”) to a bona fide purchaser

on arm’s length terms (“Drag-Along Buyer”), may, require all other Shareholders (“Dragged-Along Shareholders”) to sell and transfer all their

Shares (“Dragged-Along Shares”) to the Drag-Along Buyer (“Drag-Along Option”). For the avoidance of doubt, the Drag-Along Seller shall first

comply with the provisions of the Preemptive Right before exercising its Drag-Along Right, by offering its Shares to the Dragged-Along

Shareholders on terms and conditions (including price) no less favourable to the Dragged-Along Shareholders than those available to the Drag-

Along Buyer.


38

11 Transfer of Shares (continued)

Once issued, a Drag-Along Notice shall be irrevocable, unless otherwise agreed in writing by the Founders. Upon receipt of a Drag-Along Notice,

the Dragged-Along Shareholders shall be obliged to sell to the Drag-Along Buyer their Dragged-Along Shares on terms no less favourable than

those offered by the Drag-Along Buyer to the Drag-Along Seller.

12 Non-Competition The Founders shall not, and shall procure that its affiliates shall not (whether alone or jointly with another and whether directly or indirectly) for so

long as it shall hold any Shares and for a period of 2 years from the date of transfer of the entirety of its Shares (“Relevant Date”):

a) engage, be employed or be interested directly or indirectly in any business within the Restricted Territories which is similar to or competing

with the business of the Company; or

b) carry on for its own account either alone or in partnership or be concerned as a director in any company engaged or about to be engaged in

any business within the Restricted Territories which is similar to or competing with the business of the Company; or

c) assist with technical advice any person, firm or company engaged or about to be engaged in any business within the Restricted Territories

which is similar to or competing with the business of the Company; or

d) solicit in the Restricted Territories the custom of any person, firm or company, who, at any time during the period it held any shares in the

issued share capital of the Company, was a customer of such the Company.

“Restricted Territories” means all territories where the Company has a presence at the Relevant Date.

13 Incentive Scheme All the Existing Shareholders, the Crowdfunding Shareholders and the Nominee consent to the issue of Shares pursuant to a Share Scheme, if

established, and waive any pre-emptive rights conferred on them whether by this Agreement, the Constitution or any other agreement.

14 Secondary Market Pre-emptive rights shall not apply to the transfer of Crowdfunding Shares on the Secondary Market.

15 Governing Law The agreement shall be governed by, and construed in accordance with, the laws of Malaysia.

THANK YOUReza Fahmi Razali | CEO

[email protected]

SILENTMODE SDN BHD

Suite 609A, Bangi Business Park,

Off Persiaran Kemajuan,

43650 Bandar Baru Bangi,

Selangor, Malaysia.

+(603) 2770 2869

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