Bio Green Med Solution, Inc.

EX-99.1 · ex99-1.htm

EX-99.1
 4
 ex99-1.htm
 EX-99.1

 E xhibit
 99.1

 Bio
Green Med Solution, INC. Announces Business Combination Agreement to acquire Future NRG Sdn. Bhd.

 ●
 Creation
 of a next-generation environmental platform: The proposed transaction brings together essential safety and environmental
 services, with a strategic focus on regulatory-driven industries where compliance, technical expertise, and reliability are paramount,
 into a single, globally scalable platform.

 ●
 Integrated fuels, infrastructure,
 and environmental markets: The combined company is expected to link niche sectors of the fire safety and green waste treatment
 businesses that involve mandatory compliance frameworks that drive consistent demand for these products and services, providing a
 resilient and diversified revenue base.

 ●
 Supports overlap in
 end-customer markets. Future NRG Sdn. Bhd. serves thousands of healthcare waste generators and Fitters Sdn. Bhd., a wholly-owned
 subsidiary of Bio Green Med Solution, Inc., delivers certified safety solutions, including fire extinguishers, foam systems, fire-resistant
 doors, PPE and fire safety apparel, that enhance protection across commercial, industrial, healthcare, and residential sectors. Their
 integration would allow the combined entity to offer a bundled compliance solution with clinical waste disposal and fire safety equipment
 through a single relationship, potentially increasing customer retention and per-account revenue.

 KUALA
LUMPUR, MALAYSIA, June 4, 2026 - Bio Green Med Solution, Inc. (NASDAQ: BGMS; the “Company”) today announced that it entered
into a Business Combination Agreement (“BCA”) with Future NRG Sdn. Bhd. (“Future NRG”) in an all stock share
exchange transaction. Future NRG is a Malaysia-based technology integrator and project developer operating at the forefront of innovative
and sustainable medical waste management, for healthcare waste generators including clinics, dental practices, veterinary clinics, dialysis
centers, laboratories, and factories, offering advanced waste-to-energy and waste-to-resource projects using advanced, market-proven
clean technology. Upon completion of the share exchange, which is subject to approval by BGMS and Future NRG’s shareholders, the
combined company is expected to continue operating under the name Bio Green Med Solution, Inc. and continue trading on the Nasdaq Capital
Market under the ticker symbol “BGMS”.

 Pursuant
to the BCA, the parties intend to effect a share exchange between BGMS and the Future NRG selling shareholders, in which Future NRG will
become a wholly-owned subsidiary of BGMS, in accordance with the terms of the BCA and the rules under Delaware General Corporation Law
(the “DGCL”) and the Malaysian Companies Act (the “Transaction”). As part of the Transaction, the BGMS common
stock, par value $0.001 (the “BGMS Stock”) transferred to the Future NRG selling shareholders, in exchange for the ordinary
shares of Future NRG shall constitute one hundred (100%) percent of the issued and outstanding capital shares of Future NRG. The percentage
of the combined company that pre-Transaction BGMS shareholders and pre-Transaction Future NRG shareholders will own as of the close of
the proposed Transaction is subject to an exchange ratio, as described in the BCA. The combined company will continue to be led by Datuk
Dr. Doris Wong, current CEO and Executive Director of BGMS, together with other members of the current BGMS management team. The combined
company’s Board of Directors will be comprised of the current board members of BGMS except that Mr. Conner Kiu plans to step down
as a director but will continue to serve at BGMS as its CFO, and Mr. Pun Kah Weng as selected by Future NRG will be appointed to the
board of directors.

 “Future
NRG is driven by a core conviction focused on advancing eco-friendly alternatives to traditional, high-emission industrial practices,”
said Ngu Wang Keat, Director of FNRG. “Our use of advanced American ozone technology to process clinical waste platform provides
a 99.9999% reduction in microbial populations while eliminating the carbon emissions associated with traditional incineration. Access
to the public markets through this combination with Bio Green Med Solution, Inc. gives us the capital and the profile to accelerate that
strategy at scale.”

 Datuk
Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director of BGMS added, “Future NRG’s management team has built
a differentiated model with a demonstrated green solution for scheduled waste treatment with proven economics in a large and underserved
market. We are confident this combination will deliver long-term value for shareholders.”

 The
Transaction is expected to close in the fourth quarter of 2026 subject to shareholder approval of both companies, the effectiveness
of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection
with the Transaction, and the satisfaction of customary closing conditions. The BCA has been unanimously approved by the boards of both
BGMS and Future NRG.

 About
Future NRG Sdn. Bhd.

 Future
NRG is a Malaysia-based private limited company specializing in renewable energy development through its green solution of scheduled
waste treatment (specifically, SW 404 which are pathogenic wastes, clinical wastes or quarantined material) to private medical practitioners
throughout Peninsular Malaysia. Future NRG currently owns and operates a medical waste plant, the Sendayan Ozone Medical Waste Treatment
Plant in Sendayan Tech Valley, Negeri Sembilan, Malaysia (the “Plant”), with a capacity of 10 metric tons per day.

 The
Plant is a specialized facility designed to disinfect and treat biomedical waste using ozone gas (O₃) before final disposal. Medical
waste such as used syringes, gloves, bandages, laboratory materials, and other infectious items is first collected and often shredded
to increase surface area. The shredded waste is then placed inside a sealed treatment chamber where ozone gas is introduced. Ozone, being
a powerful oxidizing agent, destroys harmful microorganisms including bacteria, viruses, fungi, and spores by breaking down their cell
walls and genetic material. After treatment, the waste becomes non-infectious and safer for disposal, recycling, or energy recovery.
Unlike incineration, ozone treatment operates at lower temperatures, produces minimal emissions, and leaves no toxic residues because
ozone naturally decomposes into oxygen. This makes it an environmentally friendly and efficient method for managing medical waste in
hospitals, laboratories, clinics, and healthcare facilities. For additional information, please
visit http://www.futurenrg.net/ .

 About
Bio Green Med Solution, Inc.

 BGMS
is a Delaware corporation listed on Nasdaq (formerly
known as Cyclacel Pharmaceuticals, Inc.) and is headquartered in Kuala Lumpur, Malaysia. BGMS is a diversified enterprise whose fire
safety division, anchored by its Fitters Sdn. Bhd. subsidiary, specializes in supplying, trading, and installing protective and fire
safety equipment for domestic and international markets. Its product range includes fire extinguishers, foam systems, fire-resistant
doors known as the Pyrodor, personal protective equipment (PPE), and fire safety apparel. For additional
information, please visit https://bgmsglobal.com/ .

 Financial
and Legal Advisors to the Transaction

 ARC
Group International Limited is acting as exclusive financial advisor to BGMS with Rimon, P.C. (Washington, DC) serving as BGMS’
legal counsel. Rohamat & Ling Advocates & Solicitors (Malaysia) is serving as legal counsel to Future NRG.

 Important
Information and Where to Find It

 Additional
information about the proposed Transaction will be provided in a Report on Form 8-K to be filed by BGMS with the U.S. Securities and
Exchange Commission (“SEC”) and available at www.sec.gov.

 In
connection with the proposed Transaction, a registration statement on Form S-4 (the “Form S-4”) is expected to be filed by
the Company with the SEC. Upon the closing of the Transaction, it is expected that the Company will be the ultimate parent of Future
NRG. The Form S-4 will include a prospectus relating to the offer and sale of securities to be issued in connection with the completion
of the Transaction. It will also include a preliminary proxy statement to be distributed to holders of the Company’s common stock
in connection with its solicitation of proxies for the vote of its stockholders in connection matters relating to the Transaction.

 This
press release does not contain all the information that should be considered concerning the Transaction or any other matter and is not
intended to form the basis of any investment decision or any other decision in respect of the Transaction or any other matter. The Company
and Future NRG urge investors, stockholders, shareholders and other interested persons to read, when available, the Form S-4, including
the prospectus and the proxy statement included therein and the amendments thereto as well as any other documents filed with the SEC
in connection with the Transaction as these materials will contain important information about the Company, Future NRG and the Transaction.

 After
the Form S-4 has been filed and declared effective, the definitive proxy statement will be mailed to the Company’s stockholders
as of the record date established for voting on the matters set forth therein. The Company and Future NRG stockholders will be able to
obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov , or by directing a
request to Bio Green Med Solution, Inc. via email to: ir@BGMS.com .

 INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.

 Participants
in the Solicitation of Proxies

 This
communication is not a solicitation of a proxy from any investor or securityholder. The Company, Future NRG, and their respective directors,
executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation
of proxies of the Company’s stockholders in connection with the Transaction. Investors and securityholders may obtain more detailed
information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s
Annual Report on Form 10-K filed with the SEC on March 30, 2026, and other reports filed with the SEC. Additional information regarding
the participants will also be included in the Form S-4, when it becomes available. When available, these documents can be obtained free
of charge from the sources indicated above.

 No
Offer or Solicitation

 No
offer or offering of equity interests or securities of any kind is being made, conducted or extended at this time. This communication
is for informational purposes only and does not constitute or include an offer to sell, or a solicitation of an offer to purchase or
subscribe for, equity interests or securities of any kind or a solicitation of any vote of approval, nor shall there be any sale, issuance
or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction. Any such offer or solicitation will be made only in connection
with the delivery of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or exemptions therefrom.

 For
further information contact:

 Bio
Green Med Solution, Inc.

 info@bgmsglobal.com

 Forward-looking
Statements

 This
press release contains “forward-looking statements.” Such statements which are not purely historical (including, but not
limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,”
“expects,” “intends,” “would,” “could” and “estimates”) are forward-looking
statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited
to, the consummation of the Transaction.

 Important
factors, among others, that may affect actual results or outcomes include: (i) changes in domestic and foreign business, market, financial,
political and legal conditions; (ii) the inability of the Company and Future NRG to consummate the proposed Transaction successfully
or timely, including the risk that any required approvals are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the proposed Transaction or that the approval of the equityholders
of the Company and Future NRG is not obtained; (iii) failure to realize the anticipated benefits of the proposed Transaction; (iv) the
ability of the combined company to grow and manage its growth effectively; (v) the ability of each of the Company and Future NRG to execute
their respective business plan; (vi) estimates of the size of the markets for the combined company’s respective products and services;
(vii) the rate and degree of market acceptance of the combined company’s products and services outside of its existing markets;
(viii) the Company’s ability to identify and integrate acquisitions; (ix) future investments in technology and operations; (x)
potential litigation involving the Company or Future NRG; (xi) risks relating to the uncertainty of the projected financial information
with respect to Future NRG; (xii) the effects of competition on Future NRG’s business; (xiii) developments and changes in laws
and regulations; (xiv) the impact of significant investigative, regulatory or legal proceedings; (xv) general economic and market conditions
impacting demand for the combined company’s products and services; (xvi) the ability to meet Nasdaq’s listing standards prior
to and following the consummation of the proposed Transaction; and (xvii) such other risks and uncertainties as are discussed in the
Company’s Annual Report on Form 10-K filed with the SEC and the Form S-4 to be filed relating to the proposed Transaction.

 Other
factors include the possibility that the proposed Transaction does not close, including due to the failure to receive required securityholder
approvals, or the failure of other closing conditions. The Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based. Actual results could differ
from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date
of this press release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual
results could differ from those projected in the forward-looking statements, except as required by law. Although the Company believes
that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such
beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein
and should also refer to the risk factors disclosure outlined in the Company’s reports and statements filed from time-to-time with
the SEC.

 SOURCE:

 Bio
Green Med Solution, Inc.

 Future
NRG Sdn. Bhd.

EX-2.1 · ex2-1.htm

EX-2.1
 2
 ex2-1.htm
 EX-2.1

 Exhibit
2.1

 BUSINESS
COMBINATION AGREEMENT

 by
and among

 Bio
Green Med Solution, Inc.,

 Future
NRG Sdn. Bhd.,

 and

 Selling
Shareholders

 dated
as of June 4, 2026

 Table
of Contents

 Page

 ARTICLE
 1 THE EXCHANGE
 1

 1.1
 Share
 Exchange
 1

 1.2
 Effects
 of the Exchange
 2

 1.3
 Closing
 2

 1.4
 Effective
 Time of the Exchange
 2

 1.5
 Directors
 and Officers
 3

 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLING SHAREHOLDERS
 3

 2.1
 Organization,
 Standing and Corporate Power
 3

 2.2
 Subsidiaries
 3

 2.3
 Capital
 Structure of the Company
 3

 2.4
 Corporate
 Authority; Noncontravention
 4

 2.5
 Governmental
 Authorization
 4

 2.6
 Financial
 Statements
 4

 2.7
 Absence
 of Certain Changes or Events
 5

 2.8
 Certain
 Fees
 5

 2.9
 Litigation;
 Labor Matters; Compliance with Laws
 5

 2.10
 Benefit
 Plans
 6

 2.11
 Tax
 Returns and Tax Payments
 6

 2.12
 Environmental
 Matters
 7

 2.13
 Material
 Contract Defaults
 8

 2.14
 Accounts
 Receivable
 8

 2.15
 Properties
 8

 2.16
 Intellectual
 Property
 9

 2.17
 Board
 Recommendation and Affirmative Vote
 11

 2.18
 Undisclosed
 Liabilities
 11

 2.19
 Cybersecurity
 11

 2.20
 Parent
 Information
 11

 2.21
 Transactions
 with Affiliates
 12

 2.22
 Certain
 Business Practices
 12

 2.23
 Independent
 Investigation
 12

 i

 2.24
 No
 Other Representations or Warranties
 13

 2.25
 Full
 Disclosure
 13

 ARTICLE
 3 REPRESENTATIONS AND WARRANTIES OF PARENT
 13

 3.1
 Organization,
 Standing and Corporate Power
 13

 3.2
 Subsidiaries
 13

 3.3
 Capital
 Structure of Parent
 13

 3.4
 Corporate
 Authority; Noncontravention
 14

 3.5
 Government
 Authorization
 14

 3.6
 SEC
 Documents; Undisclosed Liabilities; Financial Statements
 14

 3.7
 Absence
 of Certain Changes
 15

 3.8
 Certain
 Fees
 16

 3.9
 Litigation;
 Labor Matters; Compliance with Laws
 16

 3.10
 Benefit
 Plans
 16

 3.11
 Tax
 Returns and Tax Payments
 17

 3.12
 Environmental
 Matters
 17

 3.13
 Material
 Contract Defaults
 17

 3.14
 Accounts
 Receivable
 17

 3.15
 Properties
 18

 3.16
 Intellectual
 Property
 18

 3.17
 Board
 Determination and Vote Required
 18

 3.18
 Required
 Parent Share Issuance Approval
 18

 3.19
 Undisclosed
 Liabilities
 18

 3.20
 Independent
 Investigation
 18

 3.21
 No
 Other Representations or Warranties
 19

 3.22
 Full
 Disclosure
 19

 ARTICLE
 4 COVENANTS OF THE COMPANY
 19

 4.1
 Conduct
 of the Company Business
 19

 4.2
 Reserved
 20

 4.3
 Satisfaction
 of Conditions Precedent
 20

 4.4
 No
 Other Negotiations
 21

 4.5
 Access
 21

 4.6
 Notification
 of Certain Matters
 21

 ARTICLE
 5 COVENANTS OF PARENT
 21

 5.1
 Obligations
 of Parent
 21

 5.2
 Conduct
 of the Parent Business
 22

 5.3
 Access
 22

 ii

 5.4
 Notification
 of Certain Matters
 22

 5.5
 Listing
 22

 5.6
 Satisfaction
 of Conditions Precedent
 22

 5.7
 Section
 16 Matters
 23

 5.8
 No
 Other Negotiations
 23

 ARTICLE
 6 COVENANTS OF PARENT AND THE COMPANY
 23

 6.1
 Notices
 of Certain Events
 23

 6.2
 Public
 Announcements; Confidentiality
 24

 6.3
 Transfer
 Taxes
 24

 6.4
 Reasonable
 Efforts
 24

 6.5
 Fees
 and Expenses
 25

 6.6
 Legends
 25

 6.7
 Registration
 Statement; Proxy Statement
 25

 6.8
 Company
 Shareholder Written Consent
 27

 6.9
 Parent
 Stockholder Meeting
 28

 ARTICLE
 7 CONDITIONS TO EXCHANGE
 28

 7.1
 Condition
 to Obligation of Each Party to Effect the Exchange
 28

 7.2
 Additional
 Conditions to Obligations of Parent
 29

 7.3
 Additional
 Conditions to Obligations of the Company
 30

 ARTICLE
 8 TERMINATION
 31

 8.1
 Termination
 31

 8.2
 Notice
 of Termination
 32

 8.3
 Effect
 of Termination
 32

 ARTICLE
 9 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
 32

 ARTICLE
 10 GENERAL PROVISIONS
 32

 10.1
 Notices
 32

 10.2
 Amendment
 33

 10.3
 Waiver
 33

 10.4
 Failure
 or Indulgence Not Waiver; Remedies Cumulative
 34

 10.5
 Headings
 34

 10.6
 Severability
 34

 10.7
 Entire
 Agreement
 34

 10.8
 Assignment
 34

 10.9
 Parties
 In Interest
 34

 10.10
 Governing
 Law
 35

 iii

 10.11
 Waiver
 of Jury Trial.
 35

 10.12
 Counterparts
 35

 10.13
 Attorneys’
 Fees
 35

 10.14
 Representation
 35

 10.15
 Drafting
 35

 10.16

 Interpretation
 35

 Signatures
 S-1

 Exhibit
 A –
 Certain Definitions
 A-1

 Exhibit
 B –
 Selling
 Shareholders Share Allocation
 B-1

 Exhibit
 C –
 Malaysia
 Form of Transfer
 C-1

 Exhibit
 D -
 Post-Closing
 Directors
 D-1

 Exhibit
 E –
 Form
 of Shareholder Representation Letter
 E-1

 Exhibit
 F –
 Form
 of Lock-Up Agreement
 F-1

 iv

 BUSINESS
COMBINATION AGREEMENT

 THIS
BUSINESS COMBINATION AGREEMENT (this or the “ Agreement ” is made and entered into as of June 4, 2026, by and among
Bio Green Med Solution, Inc., a Delaware corporation (“ Parent ”), Future NRG Sdn. Bhd., a Malaysian private limited
company (the “ Company ”) and the shareholders of the Company as set forth on Exhibit B attached hereto (collectively,
the “ Selling Shareholders ” and together with Parent, and the Company, the “ Parties ” and each, a
“ Party ”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

 RECITALS

 WHEREAS ,
Parent is a Delaware corporation listed on the Nasdaq under the symbol “BGMS;”

 WHEREAS ,
the Parties hereto intend to effect a share exchange between Parent and the Selling Shareholder (the “ Exchange ”),
in which the Company will become a wholly-owned subsidiary of Parent, in accordance with this Agreement and the DGCL and Malaysian Companies
Act;

 WHEREAS ,
the Board of Directors of Parent has (a) determined that this Agreement, the Exchange and the transactions contemplated under this Agreement
are in the best interest of Parent and its stockholders, (b) approved the Exchange, (c) adopted this Agreement, and (d) determined to
recommend that its stockholders adopt, authorize and approve this Agreement, the Exchange and the transactions contemplated under this
Agreement;

 WHEREAS ,
the Board of Directors of the Company and the Selling Shareholders have (a) determined that this Agreement, the Exchange and the transactions
contemplated under this Agreement are in the best interest of the Company, (b) approved the Exchange, and (c) adopted this Agreement;

 WHEREAS ,
each of Parent, the Company and the Selling Shareholders desires to make certain representations, warranties, covenants and agreements
in connection with the Exchange and the other transactions contemplated by this Agreement and also to prescribe various conditions to
the consummation thereof; and

 WHEREAS ,
for U.S. federal income Tax purposes, the Parties intend, and each Party acknowledges, that the Exchange will qualify as a tax-free exchange
of property under the provisions of Section 351 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

 AGREEMENT

 NOW,
THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:

 Article
1

 THE EXCHANGE

 1.1
Share Exchange . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the
Closing (as hereinafter defined), the Parties shall do the following:

 (a)
The Selling Shareholders shall convey, assign, and transfer all of their right, title and interest to the Company Ordinary Shares (individually,
a “ Share ”; and collectively, the “ Shares ”) to Parent by delivering to Parent executed and transferrable
Share certificates (if certificated) endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form
for transfer, or if uncertificated, other applicable transfer instrument in accordance with the Malaysian Companies Act. The Shares transferred
to Parent at the Closing shall constitute one hundred (100%) percent of the issued and outstanding shares of capital stock of the Company.

 1

 (b)
As consideration for its acquisition of the Shares and without any action on the part of any Party or the holders of securities of Parent
or the Company, each Share issued and outstanding immediately prior to the Effective Time shall be converted into, and the holder thereof
shall be entitled to receive a number of shares of Parent Common Stock equal to the quotient of (i) the Transaction Consideration Shares
divided by (ii) the total number of Shares issued and outstanding immediately prior to the Effective Time. The aggregate amount of shares
of Parent Common Stock (the “ Exchange Shares ”) shall be issued to the Selling Shareholders by issuance of book-entry
shares representing the Exchange Shares in accordance with the applicable provisions of the DGCL, and the Transfer Agent shall be instructed
to update the register of stockholders of Parent.

 (c)
For federal income tax purposes, the Exchange is intended to constitute a tax-free exchange of property within the meaning of Section
351 of the Code, and the Parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take
no position in any tax filing or legal proceeding inconsistent therewith. None of Parent, the Company or the Selling Shareholders has
taken or failed to take, and after the Effective Time, Parent shall not take or fail to take, any action which reasonably could be expected
to cause the Exchange to fail to qualify as a tax-free exchange of property within the meaning of Section 351 of the Code.

 1.2
Effects of the Exchange. The Exchange shall have the effects set forth in the applicable provisions of the DGCL and Malaysian Companies
Act.

 1.3
Closing . Upon the terms and subject to the conditions set forth herein and unless this Agreement has been terminated pursuant to
its terms, the closing of the Exchange (the “ Closing ”) shall take place remotely, at the date and time to be specified
by the Parties hereto, which date shall be no later than three (3) Business days after the date on which the conditions to Closing set
forth in Article 7 of this Agreement shall have been satisfied or, to the extent permitted hereunder, waived by the appropriate
Party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the
extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date
on which the Closing actually occurs and the transactions contemplated hereby become effective is hereinafter referred to as the “ Closing
Date .” At the time of the Closing, Parent, the Company and the Selling Shareholders shall deliver the certificates and other
documents and instruments required to be delivered hereunder .

 1.4
Effective Time of the Exchange. Subject to the provisions of this Agreement, at the Closing, the Parties hereto shall (a) cause a
Form Section 105 (Form of Transfer of Securities) in substantially the form of Exhibit C (the “ Malaysia Form of Transfer ”)
to be executed, acknowledged and filed with the Companies Commission of Malaysia, as provided in sections 105 and 106 of the Malaysian
Companies Act and (b) take all such other and further actions as may be required by the Malaysian Companies Act or other applicable Law
to make the Exchange effective. The Exchange shall become effective as of the date and time of the filing of the Malaysia Form of Transfer
or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Malaysia Form of Transfer in
accordance with relevant provisions of the Malaysian Companies Act. The date and time of such effectiveness are referred to herein as
the “ Effective Time .”

 2

 1.5
Directors and Officers. The directors of Parent, the Company and its Subsidiaries shall, from and after the Effective Time, be as
set forth on Exhibit D attached hereto, until their successors shall have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Malaysian Companies Act and the Company Governing Documents. The officers
of Parent and the Company and its Subsidiaries shall, from and after the Effective Time remain the same.

 Article
2

 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLING SHAREHOLDERS

 The
Company and each of the Selling Shareholders jointly and severally represent and warrant to Parent that, except as set forth in the disclosure
schedules delivered by the Company to Parent (the “ Company Disclosure Schedule ”) prior to the execution of this Agreement:

 2.1
Organization, Standing and Corporate Power . The Company is duly organized, validly existing and in good standing under the Malaysian
Companies Act and has the requisite corporate power and authority to own, lease and operate its properties and carry on its business
as now being conducted. The Company holds, to the extent legally required to operate its business as such business is being operated
as of the date hereof, all Permits, except for any Permits for which the failure to obtain or hold would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be
in good standing (individually or in the aggregate) would not have a Material Adverse Effect.

 2.2
Subsidiaries. The Company has no subsidiaries.

 2.3
Capital Structure of the Company. As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding
capital shares of the Company, and all capital shares reserved for issuance under the Company’s various option and incentive plans
is specified on Schedule 2.3 . All outstanding capital shares of the Company are duly authorized, validly issued, fully paid and
nonassessable and, except as set forth in Schedule 2.3 , not subject to preemptive rights. Except for the Company Ordinary Shares
and as set forth on Schedule 2.3 , there are no outstanding bonds, debentures, notes or other indebtedness or other securities
of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters.
As of immediately prior to the Effective Time, there will be no outstanding indebtedness of the Company convertible into capital shares
of the Company. Except as set forth in Schedule 2.3 , there are no outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to
issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares or other equity or voting securities of the
Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements
of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any capital shares of the Company. Except
as set forth on Schedule 2.3 , there are no agreements or arrangements pursuant to which the Company is or could be required to
register Company Ordinary Shares or other securities under the Securities Act or other agreements or arrangements with or among any security
holders of the Company with respect to securities of the Company.

 3

 2.4
Corporate Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and,
subject to receipt of the approval of its shareholders and the filing of the Malaysia Form of Transfer with the Companies Commission
of Malaysia, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized
by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company
shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights
generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions
contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation
of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any
Lien upon any of the properties or Assets of the Company under, (i) the Governing Documents of the Company, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to the Company,
its properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment,
Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or Assets, other
than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually
or in the aggregate would not have a Material Adverse Effect with respect to the Company or would not prevent, hinder or materially delay
the ability of the Company to consummate the transactions contemplated by this Agreement.

 2.5
Governmental Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice
to, any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement
by the Company or the consummation by the Company of the transactions contemplated hereby, except any filings required under the Malaysian
Companies Act, the DGCL, the Securities Act, the Exchange Act, or any applicable United States state securities or “blue sky”
laws.

 2.6
Financial Statements.

 (a)
At or prior to Closing, Parent will have received a copy of the audited financial statements of the Company for the fiscal years ended
December 31, 2024, and 2025 (collectively, the “ Company Financial Statements ”). The Company Financial Statements fairly
present in all material respects the financial position of the Company at the dates indicated and its results of operations and cash
flows for the periods then ended and, to the Knowledge of the Company, except as indicated therein, reflect, as of the dates indicated,
all debts and liabilities of the Company, fixed or contingent, and of a nature required to be disclosed on a balance sheet, that are,
individually or in the aggregate, material to the business, results of operation, or financial condition of the Company.

 (b)
Since January 1, 2026 (the “ Company Balance Sheet Date ”), there has been no Material Adverse Effect with respect to
the Company.

 (c)
Except as set forth on Schedule 2.6 or as contemplated by this Agreement, since the Company Balance Sheet Date, the Company has
not (i) issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital shares or any other security
of the Company or (ii) granted, or agreed to grant, any option, warrant or other right to subscribe for or to purchase any capital shares
or any other security of the Company.

 4

 2.7
Absence of Certain Changes or Events . Except as set forth on Schedule 2.7 or in connection with the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby, since the Company Balance Sheet Date, the Company has
conducted its business only in the ordinary course consistent with past practice and there is not and has not been any:

 (a)
event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.1 without
prior consent of Parent;

 (b)
condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to
consummate the transactions contemplated by this Agreement;

 (c)
incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts
and on terms consistent with past practices;

 (d)
creation or other incurrence by the Company of any Lien on any asset other than in the ordinary course consistent with past practices;

 (e)
labor dispute, other than routine, individual grievances, or, to the Knowledge of the Company, any activity or proceeding by a labor
union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or, to the
Knowledge of the Company, threats by or with respect to such employees to do any of the foregoing;

 (f)
payment, prepayment or discharge of any material liability other than in the ordinary course of business or any failure to pay any material
liability when due;

 (g)
material write-offs or write-downs of any Assets of the Company;

 (h)
damage, destruction or loss of any Assets of the Company having, or reasonably expected to have, a Material Adverse Effect on the Company;

 (i)
other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect
with respect to the Company; or

 (j)
agreement or commitment to do any of the foregoing.

 2.8
Certain Fees . Except as set forth on Schedule 2.8 , no brokerage or finder’s fees or commissions are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with
respect to the transactions contemplated by this Agreement.

 2.9
Litigation; Labor Matters; Compliance with Laws.

 (a)
Except as set forth on Schedule 2.9, as of the date of this Agreement, there is no suit, action or proceeding or, to the Knowledge of
the Company, investigation pending or, to the Knowledge of the Company, threatened against or affecting the Company, or, to the Knowledge
of the Company, any basis for any such suit, action, proceeding or investigation, in each case that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent, hinder or materially delay the
ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction,
or Order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen
by the Company in the future could have, any such effect.

 5

 (b)
The Company is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a
labor union or labor organization, nor is it, as of the date of this Agreement, the subject of any proceeding asserting that it has committed
an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor,
as of the date of this Agreement, is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge,
threatened, in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with
respect to Company.

 (c)
The Company is in compliance with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards
applicable to the Company or by which the Company or any of its businesses or properties is bound, except for such non-compliance that
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

 (d)
The Company is, and during the past three (3) years have been, in compliance with all applicable regulatory requirements relating to
the licensing, permitting, manufacturing, storage, distribution, and sale of their products and services, including all applicable requirements
of the Department of Environment of Malaysia, the Energy Commission of Malaysia, and any other applicable Governmental Entity with jurisdiction
over the Company’s renewable energy and waste management operations. All licenses, permits, approvals, and authorizations required
under applicable Malaysian Law for the operation of the Company’s business have been duly obtained and are in full force and effect,
and no material violations have been recorded against any such licenses, permits, approvals, or authorizations.

 2.10
Benefit Plans . Except as set forth on Schedule 2.10 , the Company is not a party to any Benefit Plan under which the Company
currently has an obligation to provide benefits to any current or former employee, officer or director of the Company. As used herein,
“ Benefit Plans ” shall mean any employee benefit plan, program, or arrangement of any kind, including any defined benefit
or defined contribution plan, share ownership plan, executive compensation program or arrangement, bonus plan, incentive compensation
plan or arrangement, profit sharing plan or arrangement, deferred compensation plan, agreement or arrangement, supplemental retirement
plan or arrangement, vacation pay, sickness, disability, or death benefit plan (whether provided through insurance, on a funded or unfunded
basis, or otherwise), medical or life insurance plan providing benefits to employees, retirees, or former employees or any of their dependents,
survivors, or beneficiaries, employee share option or share purchase plan, severance pay, termination, salary continuation, or employee
assistance plan.

 2.11
Tax Returns and Tax Payments.

 (a)
The Company has timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by it (taking into
account all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All material Taxes
due and owing by the Company have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).
Except as set forth on Schedule 2.11 , the Company is not currently the beneficiary of any extension of time within which to file
any Tax Return or pay any Tax. No claim has ever been made in writing or, to the Knowledge of the Company, otherwise addressed to the
Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation
by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, materially exceed the reserve for
Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth
on the face of the most recent balance sheet included in the Company Financial Statements (rather than in any notes thereto). Since the
Company Balance Sheet Date, the Company has not incurred any material liability for Taxes outside the ordinary course of business consistent
with past practice. As of the Closing Date, the unpaid Taxes of the Company will not materially exceed the reserve for Tax liability
(excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books
and records of the Company.

 6

 (b)
No material claim for unpaid Taxes has been made or asserted in writing against the Company or become a Lien against the property of
the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations
on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all material
Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor,
shareholder or other third party.

 (c)
As used herein, “ Tax Return ” shall mean any return, report or statement required to be filed with any governmental
authority with respect to Taxes.

 2.12
Environmental Matters. Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on the Company:

 (a)
The Company is, and during the past three (3) years have been, in compliance in all material respects with all applicable Environmental
Laws, including all permits, approvals, licenses, registrations, and authorizations issued by any Governmental Entity, including the
Department of Environment of Malaysia (DOE). The Company has not received any unresolved written notice of material violation of Environmental
Laws, nor is the Company subject to any pending or, to the Knowledge of the Company, threatened investigation, enforcement action, or
proceeding by a Governmental Entity relating to Environmental Laws.

 (b)
Without limiting the generality of Section 2.12(a) , the Company is, and during the past three (3) years have been, in compliance
in all material respects with all applicable Malaysian Laws governing the generation, segregation, handling, storage, labeling, transportation,
treatment, and disposal of scheduled waste, clinical waste, infectious waste, pathological waste, pharmaceutical waste, sharps, and other
regulated healthcare waste (collectively, “ Medical Waste ”), including without limitation: the Environmental Quality
Act 1974, the Environmental Quality (Scheduled Wastes) Regulations 2005, and applicable requirements of the DOE and relevant local authorities.
The Company holds all material licenses, approvals, registrations, and permits required under Malaysian Law to conduct its Medical Waste
operations (the “ Medical Waste Permits ”), all of which are valid, in full force and effect, and not subject to suspension
or revocation.

 (c)
The Company maintains commercially reasonable procedures designed to ensure that only Medical Waste permitted under applicable Law and
the Medical Waste Permits is accepted and processed, and prohibited waste streams are not knowingly accepted or treated. To the Knowledge
of the Company, the Company has not materially handled, treated, or disposed of waste outside the scope of its Medical Waste Permits.

 7

 (d)
The transportation of Medical Waste by or on behalf of the Company is conducted in all material respects in compliance with applicable
Malaysian Law. There have been no unauthorized releases, spills, or disposals of Medical Waste at or from any Company facility that have
resulted in unresolved material environmental liability, nor is the Company subject to any pending remediation or corrective action obligation
arising from its Medical Waste operations.

 (e)
No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated
or leased by the Company or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any
such property.

 (f)
The Company has no liability, absolute or contingent, under any Environmental Law, and there are no past, pending or, to the Knowledge
of the Company, threatened claims under Environmental Laws against the Company and Company is not aware of any facts or circumstances
that could reasonably be expected to result in a liability or claim against the Company pursuant to Environmental Laws.

 2.13
Material Contract Defaults . Except as set forth on Schedule 2.13 , the Company is not, and has not received any written notice
or has any Knowledge that any other Party is, in Material Contract Default under any Company Material Contract; and, to the Knowledge
of the Company, there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a
Material Contract Default under any Company Material Contract. For purposes of this Agreement, a “ Company Material Contract ”
means any Contract that is in effect as of the Closing Date to which the Company is a party (i) with expected receipts or expenditures
in excess of $100,000, (ii) requiring the Company to indemnify any person, other than any Contract providing for indemnification of customers
or other Persons pursuant to Contracts entered into in the ordinary course of business, (iii) granting exclusive rights to any party,
or (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000, including guarantees of such indebtedness. Schedule
2.13 contains a true, correct and complete list of all Company Material Contracts. The Company has made available to Parent true,
correct and complete copies of each Company Material Contract. Each Company Material Contract is valid, binding and enforceable in accordance
with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency or similar Laws affecting creditors’
rights generally. Neither the Company nor any other party thereto is in material breach or default under any Company Material Contract,
and no event has occurred that, with notice or lapse of time or both, would constitute a material breach or default thereunder or permit
termination, modification, or acceleration thereunder. The Company has not received any written notice that any party to any Company
Material Contract intends to cancel, terminate, or materially modify such Company Material Contract.

 2.14
Accounts Receivable. All of the accounts receivable of the Company that are reflected on the most recent balance sheet included in
the Company Financial Statements or the accounting records of the Company as of the Closing (collectively, the “ Accounts Receivable ”)
represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course
of business and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course
of business and for which adequate reserves have been established. The Accounts Receivable are fully collectible to the extent not reserved
for on the balance sheet on which they are shown or on the accounting records of the Company.

 2.15
Properties . Except as set forth on Schedule 2.15 , the Company has valid land use rights for all real property that is material
to its business and good, clear and marketable title to all the tangible properties and tangible Assets reflected in the latest balance
sheet included in the Company Financial Statements as being owned by the Company or acquired after the date thereof which are, individually
or in the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof
in the ordinary course of business), free and clear of all Material Liens. Any real property and facilities held under lease by the Company
is held by it under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually
or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

 8

 2.16
Intellectual Property.

 (a)
As used in this Agreement, “ Intellectual Property ” means all right, title and interest in or relating to all intellectual
property, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international
convention, including, but not limited to the following: (a) service marks, trademarks, trade names, trade dress, logos and corporate
names (and any derivations, modifications or adaptations thereof), Internet domain names and Internet websites (and content thereof),
together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof
(collectively, “ Marks ”); (b) patents and patent applications, including all continuations, divisionals, continuations-in-part
and provisionals and patents issuing thereon, and all reissues, reexaminations, substitutions, renewals and extensions thereof (collectively,
“ Patents ”); (c) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions
and reversions thereof (collectively, “ Copyrights ”); (d) confidential and proprietary information, trade secrets and
non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions (whether or not patentable
and whether or not reduced to practice), compositions, processes, techniques, technical data and information, procedures, designs, drawings,
specifications, databases, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals,
in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (collectively, “ Trade
Secrets ”); and (e) Technology. For purposes of this Agreement, “ Technology ” means all Software, information,
designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs,
subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice),
apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings,
and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes
of this Agreement, “ Software ” means any and all computer programs, whether in source code or object code; databases
and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize
and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the
foregoing.

 (b)
 Schedule 2.16 sets forth a list, as of the date of this Agreement, of all: (a) Company-Owned IP that is the subject of any issuance,
registration, certificate, application or other filing by, to or with any Governmental Authority or authorized private registrar, including
registered Marks, registered Copyrights, issued Patents, domain name registrations and pending applications for any of the foregoing;
(b) material unregistered Company-Owned IP, including, but not limited to all Software developed by or for the Company; and (c) any Software
not exclusively owned by the Company and incorporated, embedded or bundled with any Software listed in clause (b) above (except for commercially
available software and so-called “shrink wrap” software licensed to the Company on reasonable terms through commercial distributors
or in consumer retail stores for a license fee of no more than $20,000).

 9

 (c)
The Company is the exclusive owner of or, to the Knowledge of the Company, has a valid and enforceable right to use all Intellectual
Property listed for the Company in Schedule 2.16 (and any other Intellectual Property required to be listed in Schedule 2.16 )
as the same are used, sold, licensed and otherwise commercially exploited by the Company, free and clear of all Material Liens, and no
such Intellectual Property has been abandoned, except in each case as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on the Company. To the Knowledge of the Company, the Company-Owned IP and the material Intellectual
Property licensed to it pursuant to, to the Knowledge of the Company, valid and enforceable written license agreements include all of
the material Intellectual Property necessary and sufficient to enable the Company to conduct its business in substantially the manner
in which such business is currently being conducted. To the Knowledge of the Company, its rights in and to the Company-Owned IP are valid
and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the
Company.

 (d)
The Company has not received, and is not aware of, any written or oral notice of any reasonable basis for an allegation against the Company
of any infringement, misappropriation, or violation by the Company of any rights of any third party with respect to any Intellectual
Property, and the Company is not aware of any reasonable basis for any claim challenging the ownership, use, validity or enforceability
of any Intellectual Property owned, used or held for use by the Company, in each case except for such allegations or claims that would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the Knowledge of the
Company, no third party is infringing, misappropriating, or otherwise violating (or has infringed, misappropriated or violated) any Company-Owned
IP or Intellectual Property exclusively licensed to the Company, except as would not be reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect on the Company.

 (e)
Except as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a)
the conduct of the business of the Company is not infringing, misappropriating or otherwise violating any Intellectual Property rights
of any third parties, and (b) the Company is not aware of any infringement, misappropriation or violation of any third-party rights which
will occur as a result of the continued operation of the Company as presently operated and/or the consummation of the transaction contemplated
by this Agreement.

 (f)
The Company has taken reasonable measures to protect the confidentiality and value of its Trade Secrets (and any confidential information
owned by a third party to whom the Company has a confidentiality obligation), except where the failure to take such actions would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

 (g)
To the Knowledge of the Company, the consummation of the transactions contemplated by this Agreement will not adversely affect the right
of the Company to own or use any Intellectual Property owned, used or held for use by it), except for any such effect as would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

 10

 (h)
To the Knowledge of the Company, all necessary registration, maintenance, renewal and other relevant filing fees in connection with any
of the Company-Owned IP listed (or required to be listed) on Schedule 2.16 have been timely paid and all necessary registrations,
documents, certificates and other relevant filings in connection with such Company-Owned IP have been timely filed with the relevant
governmental authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining such Company-Owned
IP and all issuances, registrations and applications therefor, except in each case where the failure to take such actions would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the Knowledge of the Company, there
are no material annuities, payments, fees, responses to office actions or other filings necessary to be made and having a due date with
respect to any such Company-Owned IP within ninety (90) days after the date of this Agreement.

 2.17
Board Recommendation and Affirmative Vote. The Board of Directors of the Company have determined that the terms of the Exchange are
fair to and in the best interests of the Selling Shareholders and the Company and recommended that the Selling Shareholders approve the
Exchange. The unanimous vote (or written consent) of the Selling Shareholders is required to approve the Exchange and this Agreement
(the “ Required Company Shareholder Vote ”).

 2.18
Undisclosed Liabilities. The Company has no liabilities, indebtedness or monetary obligations of any nature (whether fixed or unfixed,
secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for such liabilities, indebtedness
or obligations (i) reflected or reserved against in the Company Financial Statements, (ii) incurred in the ordinary course of business
after the Company Balance Sheet Date, (iii) incurred in connection with the transactions contemplated by this Agreement, (iv) disclosed
in Schedule 2.18 , or (v) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
on the Company.

 2.19
Cybersecurity . The Company maintain and comply with commercially reasonable cybersecurity, data protection, and information security
programs, policies, and procedures designed to protect the confidentiality, integrity, and availability of their information technology
systems, networks, and data (including all Personal Data) against unauthorized access, use, modification, disclosure, or other misuse.
To the Knowledge of the Company, there has been no (i) material security breach, cyberattack, or other material security incident affecting
any such systems, networks, or data, (ii) material unauthorized access to or disclosure of any trade secrets, confidential information,
or Personal Data in the Company’s possession or control, or (iii) material violation of any applicable Data Protection Laws by
the Company. The Company have implemented commercially reasonable backup and disaster recovery procedures.

 2.20
Parent Information. The Company and Selling Shareholders acknowledge that they have had access to the documents filed by Parent under
the Exchange Act, since the end of its most recently completed fiscal year to the date hereof, and has carefully reviewed the same (“ Exchange
Act Documents ”). The Company and Selling Shareholders have carefully considered the potential risks relating to Parent and
investing in the Parent Common Stock, and fully understand that such securities are speculative investments, which involve a high degree
of risk of loss of the Selling Shareholders’ entire investment. Among others, the Company and Selling Shareholders have carefully
considered each of the risks identified under the caption “Risk Factors” in the Exchange Act Documents, which “Risk
Factors” are incorporated herein by reference.

 11

 2.21
Transactions with Affiliates. Schedule 2.21 describes any material transactions or relationships between, on the one hand,
the Company and, on the other hand, any (i) executive officer or director of the Company or any such executive officer’s or director’s
immediate family members, (ii) owner of more than 5% of the voting power of the outstanding capital shares of the Company, or (iii) to
the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities
Act) of any such officer, director or owner (other than the Company) in the case of each of clauses (i), (ii) or (iii) that is of the
type that would be required to be disclosed under Item 404 of Regulations S-K under the Securities Act. Schedule 2.21 lists each
shareholders’ agreement, voting agreement, registration rights agreement, co-sale agreement or other similar Company Material Contract
between the Company and any holders of capital share of the Company, including any such Contract granting any Person investor rights,
rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights.

 2.22
Certain Business Practices.

 (a)
The Company, nor any of its respective representatives acting on their behalf has (i) used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices
Act of 1977, the Malaysian Anti-Corruption Commission Act 2009 or any other local or foreign anti-corruption or bribery Law or (iii)
made any other unlawful payment. The Company, nor to the Knowledge of the Company, any of their respective representatives acting on
their behalf, has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any
customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the
Company in connection with any actual or proposed transaction.

 (b)
The operations of the Company are and have been conducted at all times in compliance with money laundering statutes in all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any Governmental Entity, and no action involving the Company with respect to any of the foregoing is pending or, to the
Knowledge of the Company, threatened.

 (c)
Neither the Company nor any of its respective directors or officers, or, to the Knowledge of the Company, any other representative acting
on behalf of the Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”)
or on the sanctions lists adopted by the United Nations and/or European Union, as such lists may be extended from time to time (“ Sanctions
List ”) and the Company has not in the last five (5) fiscal years, directly or indirectly, used any funds, or loaned, contributed
or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations
in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or on the Sanctions List or for the purpose of financing
the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the Sanctions
List.

 2.23
Independent Investigation . The Company and Selling Shareholders have conducted their own independent investigation, review and analysis
of the business, results of operations, prospects, condition (financial or otherwise) or assets of Parent, and acknowledge that they
have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of
Parent for such purpose. The Company and Selling Shareholders acknowledge and agree that in making their decision to enter into this
Agreement and to consummate the transactions contemplated under this Agreement, they have relied solely upon their own investigation
and the express representations and warranties of Parent set forth in this Agreement (including the related portions of Parent Disclosure
Schedules) and in any certificate delivered to the Company and/or the Selling Shareholders pursuant hereto.

 12

 2.24
No Other Representations or Warranties. The Company and Selling Shareholders hereby acknowledge and agree that, except for the representations
and warranties contained in this Agreement, neither Parent nor any other Person on behalf of Parent makes any express or implied representation
or warranty with respect to Parent, or with respect to any other information provided to the Company, any of the Selling Shareholders
or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, and (subject to the express
representations and warranties of Parent set forth in Article 3 (in each case as qualified and limited by the Parent Disclosure
Schedule)) none of the Company, or any of its representatives or the Selling Shareholders, has relied on any such information (including
the accuracy or completeness thereof).

 2.25
Full Disclosure . The representations and warranties made by the Company and Selling Shareholders in this Agreement, including the
Company Disclosure Schedules attached hereto, and all statements set forth in the certificates delivered by the Company and Selling Shareholders
at the Closing pursuant to this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make such representations, warranties or statements, in light of the circumstances under which they were made, not misleading.

 Article
3

 REPRESENTATIONS
AND WARRANTIES OF PARENT

 Parent
represents and warrants to the Company and Selling Shareholders that, except as set forth in the Parent SEC Documents and the Parent
Disclosure Schedule:

 3.1
Organization, Standing and Corporate Power. Parent is duly organized, validly existing and in good standing under the Laws of the
State of Delaware, and has the requisite corporate power and authority to own, lease and operate its properties and carry on its business
as now being conducted. Parent holds, to the extent legally required to operate its business as such business is being operated as of
the date hereof, all Permits, except for any Permits for which the failure to obtain or hold would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on Parent. Parent is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification
or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing (individually
or in the aggregate) would not have a Material Adverse Effect with respect to Parent. Shares of common stock of Parent, par value $0.001
(“ Parent Common Stock ”), are listed on the Nasdaq under the symbol “ BGMS .”

 3.2
Subsidiaries. Except as set forth on Schedule 3.2 , Parent has no Subsidiaries.

 3.3
Capital Structure of Parent. The authorized capital stock of Parent as of the date hereof consists of (i) 600,000,000 shares of Parent
Common Stock, of which 5,519,456 shares are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 (“ Parent
Preferred Stock ”), of which 135,537 shares are issued and outstanding, and 27,823 shares of Parent Common Stock or Parent Preferred
Stock issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital
stock of Parent are duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance
with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock and Parent Preferred
Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote). Except as set forth in the SEC Parent Documents, there
are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to
which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue,
grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except
as set forth in the SEC Parent Documents, there are no outstanding contractual obligations, commitments, understandings or arrangements
of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital
stock of Parent or any of its subsidiaries. Except as set forth in the SEC Parent Documents, there are no agreements or arrangements
pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act
or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

 13

 3.4
Corporate Authority; Noncontravention . Parent has all requisite corporate power and authority to enter into this Agreement and, subject
to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery
of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been (or at Closing will have
been) duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and when delivered
by Parent, shall constitute a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights
generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions
contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation
of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any
Lien upon any of the properties or Assets of Parent under, (i) the certificate of incorporation, bylaws, or other charter documents of
Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession,
franchise or license applicable to Parent, its properties or Assets, or (iii) subject to the governmental filings and other matters referred
to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable
to Parent, its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults,
rights, losses or Liens that individually or in the aggregate would not have a Material Adverse Effect with respect to Parent or would
not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

 3.5
Government Authorization . No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice
to, any Governmental Entity, is required to be obtained or made by Parent in connection with the execution and delivery of this Agreement
by Parent, or the consummation by Parent of the transactions contemplated hereby, except any filings under the DGCL, Malaysian Companies
Act, Nasdaq, the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.

 3.6
SEC Documents; Undisclosed Liabilities; Financial Statements.

 (a)
Parent has timely filed all reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission
(the “ SEC ”) and Parent has delivered or made available to the Company all reports, schedules, forms, statements and
other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated
by reference therein, the “ Parent SEC Documents ”). As of their respective dates, the Parent SEC Documents complied
in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such Parent SEC Documents. Except to the extent revised or superseded by a subsequent
filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial
statements of Parent included in such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case
of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated
subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended
(subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Parent’s independent
accountants). Except as set forth in the Parent SEC Documents, at the date of the most recent financial statements of Parent included
in the Parent SEC Documents, Parent has not incurred any liabilities or monetary obligations of any nature (whether accrued, absolute,
contingent or otherwise), which, individually, or in the aggregate, could reasonably be expected to have a Material Adverse Effect on
Parent.

 14

 (b)
Since January 1, 2026 (the “ Parent Balance Sheet Date ”), there has been no Material Adverse Effect with respect to
Parent.

 (c)
Except as disclosed in the Parent SEC Documents filed prior to the date hereof or as provided in this Agreement, since the Parent Balance
Sheet Date, Parent has not (i) issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock
or any other security of Parent or (ii) granted or agreed to grant any option, warrant or other right to subscribe for or to purchase
any capital stock or any other security of Parent.

 3.7
Absence of Certain Changes . Except as disclosed in the Parent SEC Documents filed prior to the date hereof or as set forth on Schedule
3.7, since the Parent Balance Sheet Date, Parent has conducted its business only in the ordinary course consistent with past practice
in light of its current business circumstances, and there is not and has not been any:

 (a)
event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 5.2 without
prior consent of the Company;

 (b)
condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Parent to consummate
the transactions contemplated by this Agreement;

 (c)
incurrence, assumption or guarantee by Parent of any indebtedness for borrowed money other than in the ordinary course and in amounts
and on terms consistent with past practices;

 (d)
creation or other incurrence by Parent of any Lien on any asset other than in the ordinary course consistent with past practices;

 (e)
labor dispute, other than routine, individual grievances, or, to the Knowledge of Parent, any activity or proceeding by a labor union
or representative thereof to organize any employees of Parent or any lockouts, strikes, slowdowns, work stoppages, or to the Knowledge
of Parent, or threats by or with respect to such employees to do any of the foregoing;

 (f)
payment, prepayment or discharge of any material liability other than in the ordinary course of business or any failure to pay any material
liability when due;

 (g)
material write-offs or write-downs of any Assets of Parent;

 15

 (h)
damage, destruction or loss of any Assets of Parent having, or reasonably expected to have, a Material Adverse Effect on Parent;

 (i)
other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect
with respect to Parent; or

 (j)
agreement or commitment to do any of the foregoing.

 3.8
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by Parent to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this
Agreement.

 3.9
Litigation; Labor Matters; Compliance with Laws.

 (a)
As of the date of this Agreement except as set forth on Schedule 3.9 , there is no suit, action or proceeding or, to the Knowledge
of Parent, investigation pending or, to the Knowledge of Parent, threatened against or affecting Parent or to the Knowledge of Parent,
any basis for any such suit, action, proceeding or investigation in each case that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect with respect to Parent or prevent, hinder or materially delay the ability of Parent to
consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, or Order of any Governmental
Entity or arbitrator outstanding against Parent having, or which, insofar as reasonably could be foreseen by Parent, in the future could
have, any such effect.

 (b)
Parent is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor
union or labor organization, nor is it, as of the date of this Agreement, the subject of any proceeding asserting that it has committed
an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor,
as of the date of this Agreement, is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge,
threatened, in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with
respect to Parent.

 (c)
Parent is in compliance with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable
to Parent or by which Parent or any of its businesses or properties is bound, except for such non-compliance that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

 3.10
Benefit Plans . Except as set forth in the SEC Parent Documents, Parent is not a party to any Benefit Plan under which Parent currently
has an obligation to provide benefits to any current or former employee, officer or director of Parent.

 16

 3.11
Tax Returns and Tax Payments.

 (a)
Parent has timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by it (taking into account
all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All material Taxes due and
owing by Parent has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Parent is not
currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in
writing or, to the Knowledge of Parent, otherwise addressed to Parent by a taxing authority in a jurisdiction where Parent does not file
Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent did not, as of the Parent Balance
Sheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences
between book and Tax income) set forth on the face of the most recent balance sheet included in the Parent SEC Documents (rather than
in any notes thereto). Since the Parent Balance Sheet Date, Parent has not incurred any material liability for Taxes outside the ordinary
course of business consistent with past practice. As of the Closing Date, the unpaid Taxes of Parent will not materially exceed the reserve
for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set
forth on the books and records of Parent.

 (b)
No material claim for unpaid Taxes has been made or asserted in writing against Parent or become a Lien against the property of Parent,
no audit of any Tax Return of Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment
of any Taxes has been granted by Parent and is currently in effect. Parent has withheld and paid all material Taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other
third party.

 3.12
Environmental Matters. Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on Parent, (i) Parent is in compliance with all Environmental Laws; (ii) Parent has not received any written notice regarding
any violation of any Environmental Laws, including any investigatory, remedial or corrective obligations, which, if determined adversely
to Parent, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) Parent holds
all Permits and authorizations required under applicable Environmental Laws and is compliance with all terms, conditions and provisions
of all such Permits and authorizations; (iv) no releases of Hazardous Materials have occurred at, from, in, to, on or under any real
property currently or formerly owned, operated or leased by Parent or any predecessor thereof and no Hazardous Materials are present
in, on, about or migrating to or from any such property; (v) Parent has not transported or arranged for the treatment, storage, handling,
disposal, or transportation of any Hazardous Material to any off-site location; (vi) Parent has no liability, absolute or contingent,
under any Environmental Law; and (vii) there are no past, pending or, to the Knowledge of Parent, threatened claims under Environmental
Laws against Parent and Parent is not aware of any facts or circumstances that could reasonably be expected to result in a liability
or claim against Parent pursuant to Environmental Laws.

 3.13
Material Contract Defaults . Parent is not and has not received any written notice or has any Knowledge that any other Party is, in
Material Contract Default under any Parent Material Contract; and to the Knowledge of Parent, there has not occurred any event that with
the lapse of time or the giving of notice or both would constitute such a Material Contract Default and any Parent Material Contract.
For purposes of this Agreement, a “ Parent Material Contract ” means any Contract that is in effect as of the Closing
Date to which Parent is a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring Parent to indemnify
any person, other than any Contract providing for indemnification of customers or other Persons pursuant to Contract entered into in
the ordinary course of business, (iii) granting exclusive rights to any party, or (iv) evidencing indebtedness for borrowed or loaned
money in excess of $100,000, including guarantees of such indebtedness.

 3.14
Accounts Receivable . All of the accounts receivable of Parent that are reflected on the most recent balance sheet included in the
Parent SEC Documents or the accounting records of Parent as of the Closing (collectively, the “ Parent Accounts Receivable ”)
represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course
of business and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course
of business and for which adequate reserves have been established. The Parent Accounts Receivable are fully collectible to the extent
not reserved for on the balance sheet on which they are shown or on the accounting records of Parent.

 17

 3.15
Properties . Parent has valid land use rights for all real property that is material to its business and good, clear and marketable
title to all the tangible properties and tangible Assets reflected in the latest balance sheet included in the Parent SEC Documents as
being owned by Parent or acquired after the date thereof which are, individually or in the aggregate, material to Parent’s business
(except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Material
Liens. Any real property and facilities held under lease by Parent are held by it under valid, subsisting and enforceable leases of which
Parent is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect.

 3.16
Intellectual Property . Parent owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos,
licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct
of its business as now being conducted. All of Parent’s licenses to use Software programs are current and have been paid for the
appropriate number of users. To the Knowledge of Parent , none of Parent’s Intellectual Property or Parent’s License Agreements
infringe upon the rights of any third party that may give rise to a cause of action or claim against Parent or its successors.

 3.17
Board Determination and Vote Required. The Board of Directors of Parent has unanimously determined that the terms of the Exchange
and transactions contemplated under this Agreement are fair to and in the best interests of Parent and its stockholders. The affirmative
vote of a majority of (a) the shares of Parent Common Stock properly cast is the only vote of the holders of any class or series of Parent’s
capital stock necessary to approve this Agreement and thereby approve the transactions contemplated under this Agreement, including the
Exchange (the “ Parent Stockholder Exchange Vote ”) and (b) if deemed necessary by Parent, the shares of Parent Common
Stock entitled to vote thereon is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve
an amendment to Parent’s certificate of incorporation to effect the Nasdaq Reverse Split, one new director nominated by the Selling
Shareholders and/or the terms of the Future Financing (together with the Parent Stockholder Exchange Vote, the “ Parent Stockholder
Vote ”).

 3.18
Required Parent Share Issuance Approval. Parent represents that the issuance of the Parent Common Stock will be in compliance with
the DGCL, Nasdaq, and the Certificate of Incorporation and Bylaws of Parent.

 3.19
Undisclosed Liabilities. Parent has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured,
known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations (i) reflected or reserved
against in the financial statements included in the Parent SEC Documents filed prior to the date hereof, (ii) incurred in the ordinary
course of business since the Parent Balance Sheet Date, (iii) incurred in connection with the transactions contemplated by this Agreement,
(iv) disclosed in Schedule 3.19 , or (v) would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on Parent.

 3.20
Independent Investigation . Parent has conducted its own independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that it has been provided adequate
access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose.
Parent acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated
under this Agreement, it has relied solely upon its own investigation and the express representations and warranties of the Company and
Selling Shareholders set forth in this Agreement (including the related portions of Company Disclosure Schedules) and in any certificate
delivered to Parent pursuant hereto.

 18

 3.21
No Other Representations or Warranties. Parent hereby acknowledges and agrees that, except for the representations and warranties
contained in this Agreement, neither the Company, nor any other Person on behalf of the Company makes any express or implied representation
or warranty with respect to the Company or with respect to any other information provided to Parent or any of its stockholders or any
of its Affiliates in connection with the transactions contemplated by this Agreement, and (subject to the express representations and
warranties of the Company set forth in Article 2 (in each case as qualified and limited by the Company Disclosure Schedule) none
of Parent, or its representatives or stockholders, has relied on any such information (including the accuracy or completeness thereof).

 3.22
Full Disclosure . The representations and warranties made by Parent in this Agreement, including the Parent Disclosure Schedules attached
hereto, and all statements set forth in the certificates delivered by Parent at the Closing pursuant to this Agreement, do not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties
or statements, in light of the circumstances under which they were made, not misleading.

 Article
4

 COVENANTS OF THE COMPANY

 4.1
Conduct of the Company Business . From the date of this Agreement until the earlier of the Effective Time or the termination of this
Agreement in accordance with its terms, the Company shall not, unless consented to in writing by Parent (which consent shall not be unreasonably
withheld, delayed, denied, or conditioned), expressly contemplated by this Agreement, required by applicable Law, or as set forth on
 Schedule 4.1 :

 (a)
engage in any transaction except in the ordinary course of business, or create or suffer to exist any material lien or other encumbrance
upon any of its assets which will not be discharged in full prior to the Effective Time;

 (b)
sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than
in each case in the ordinary course of business and consistent with past practice;

 (c)
fail to use reasonable efforts to preserve intact its present business organization, keep available the services of its employees and
preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others having business relationships
with it, to the end that its goodwill and ongoing business will not be materially impaired prior to the Effective Time;

 (d)
intentionally permit any Material Adverse Effect to occur with respect to the Company;

 (e)
make any material change in its accounting or bookkeeping methods, principles or practices, except as required by GAAP;

 (f)
except as required to give effect to anything in contemplation of the Closing, or effect or be a party to any merger, consolidation,
share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction
except, for the avoidance of doubt, the transactions contemplated under this Agreement;

 19

 (g)
declare, set aside, or pay any dividend or distribution with respect to its capital shares;

 (h)
issue, sell, grant, dispose of, pledge, or otherwise encumber any shares of its capital stock, or any options, warrants, or other securities
convertible into or exchangeable for capital shares, except for the issuance of shares upon the exercise of outstanding options or warrants;

 (i)
amend its Governing Documents;

 (j)
incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, or issue or sell any debt securities
or warrants or other rights to acquire any debt securities, except in the ordinary course of business and not exceeding $100,000 in the
aggregate;

 (k)
make any capital expenditure in excess of $250,000 individually or $500,000 in the aggregate;

 (l)
acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any other Person or any material assets, licenses, rights,
or properties;

 (m)
make any loans, advances, or capital contributions to, or investments in, any other Person, except in the ordinary course of business;

 (n)
enter into any material Contract or amend, modify, or terminate any Company Material Contract;

 (o)
hire or terminate any officer, director, or employee with annual compensation in excess of $100,000, or materially increase the compensation
or benefits of any such Person;

 (p)
settle or compromise any material claim, action, or proceeding; or

 (q)
authorize any of, or commit or agree to take any of, the foregoing actions.

 4.2
Reserved.

 4.3
Satisfaction of Conditions Precedent . Upon the terms and subject to the conditions set forth in this Agreement, from the date of
this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company
will use its commercially reasonable efforts to (i) satisfy or cause to be satisfied all the conditions precedent that are set forth
in Article 7 and (ii) cause the Exchange and the other transactions contemplated by this Agreement to be consummated.

 20

 4.4
No Other Negotiations. As of the date of this Agreement, the Company or the Selling Shareholders have not entered into any agreement
or understanding with, and is/are not engaging in any discussions with, any third party concerning an Alternative Acquisition (as defined
below), including, without limitation, any agreement or understanding that would require the Company to notify any third party of the
terms of this Agreement. From and after the date of this Agreement until the earlier of the Effective Time or the termination of this
Agreement in accordance with its terms, the Company and the Selling Shareholders shall not, directly or indirectly, (a) initiate, solicit,
knowingly encourage, negotiate, accept or discuss any transaction or series of transactions with any Person, other than Parent and its
Affiliates, involving any recapitalization, restructuring, financing, merger, consolidation, sale, license or encumbrance or other business
combination transaction or extraordinary corporate transaction of the Company which would reasonably be expected to impede, interfere
with, prevent or materially delay the Exchange (any such efforts by any such Person, including a firm proposal to make such an acquisition,
to be referred to as an “ Alternative Acquisition ”), (b) provide information with respect to the Company to any Person,
other than Parent and its Affiliates, relating to a possible Alternative Acquisition by any Person, other than Parent and its Affiliates,
(c) enter into an agreement with any Person, other than Parent and its Affiliates, providing for a possible Alternative Acquisition,
or (d) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition by any Person,
other than by Parent and its Affiliates.

 If
the Company or the Selling Shareholders receives any unsolicited offer, inquiry or proposal to enter into discussions or negotiations
relating to an Alternative Acquisition, or that could reasonably be expected to lead to an Alternative Acquisition, or any request for
nonpublic information relating to the Company, the Company and the Selling Shareholders shall promptly notify Parent thereof, including
the identity of the party making any such offer, inquiry or proposal and the material terms of such offer, inquiry or proposal, as the
case may be, and shall keep Parent reasonably informed of any developments with respect to same.

 4.5
Access. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in
accordance with its terms, the Company shall afford to Parent, and to the officers, employees, accountants, counsel, financial advisors
and other representatives of Parent, reasonable access, upon advance notice during normal business hours and in a manner as shall not
unreasonably interfere with the business or operations of the Company, to all of the Company’s properties, books, contracts, commitments,
personnel and records and, during such period, the Company shall furnish reasonably promptly to Parent, (a) a copy of each report, schedule,
and other documents filed by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other
information concerning its business, properties and personnel as Parent or its representatives may reasonably request. The Company shall
not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client
privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to
be provided in a manner that would not result in such jeopardy or contravention).

 4.6
Notification of Certain Matters . The Company shall give prompt notice to Parent of any event, change or effect between the date of
this Agreement and the Effective Time that causes or is reasonably likely to cause the failure of the any of the conditions set forth
in Sections 7.2(a) , 7.2(b) or 7.2(e) to be satisfied.

 Article
5

 COVENANTS OF PARENT

 5.1
Obligations of Parent . Parent shall take all action necessary to perform its obligations under this Agreement and to consummate the
Exchange on the terms and conditions set forth in this Agreement.

 21

 5.2
Conduct of the Parent Business . From the date of this Agreement until earlier of the Effective Time or the termination of this Agreement
in accordance with its terms, Parent shall not, (w) unless consented to in writing by the Company (which consent shall not be unreasonably
withheld, delayed, denied, or conditioned), (x) expressly contemplated by this Agreement, including in connection with the Nasdaq Reverse
Split, (y) required by applicable Law, or (z) as set forth on Schedule 5.2 :

 (a)
engage in any transaction except in the ordinary course of business, or create or suffer to exist any material lien or other encumbrance
upon any of its assets which will not be discharged in full prior to the Effective Time;

 (b)
sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than
in each case in the ordinary course of business and consistent with past practice;

 (c)
fail to use reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and
preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others having business relationships
with it, to the end that its good will and ongoing business will not be materially impaired prior to the Effective Time;

 (d)
intentionally permit any Material Adverse Effect to occur with respect to Parent;

 (e)
make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP;
or

 (f)
authorize any of, or commit or agree to take any of, the foregoing actions.

 5.3
Access . From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in
accordance with its terms, Parent shall afford to the Company, and to the officers, employees, accountants, counsel, financial advisors
and other representatives of the Company, reasonable access, upon advance notice, during normal business hours and in a manner as shall
not unreasonably interfere with the business or operations of Parent, to all of Parent’s properties, books, contracts, commitments,
personnel and records and, during such period, Parent shall reasonably furnish promptly to the Company, (a) a copy of each report, schedule,
registration statements and other documents filed by it during such period pursuant to the requirements of federal or state securities
Laws and (b) all other information concerning its business, properties and personnel as the Company or its representatives may reasonably
request. Parent shall not be required to provide access to or disclose information where such access or disclosure would not jeopardize
the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts
to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

 5.4
Notification of Certain Matters . Parent shall give prompt notice to the Company of any event, change or effect between the date of
this Agreement and the Effective Time that causes or is reasonably likely to cause the failure of any of the conditions set forth in
 Sections 7.3(a) , 7.3(b) or 7.3(e) to be satisfied.

 5.5
Listing . At or prior to the Effective Time, Parent shall use its commercially reasonable efforts to (a) maintain its listing on Nasdaq
until the Effective Time, including submitting any applicable extension requests or attending any hearings with requested by Nasdaq;
(b) prepare and submit to Nasdaq, to the extent required by the rules and regulations of Nasdaq, a notification form for the listing
of the shares of Parent Common Stock to be issued in connection with the transactions contemplated under this Agreement; and (c) prepare
and timely submit to Nasdaq a notification form for the Nasdaq Reverse Split (if required) and submit a copy of the amendment to Parent’s
certificate of incorporation effecting the Nasdaq Reverse Split, certified by the Secretary of State of the State of Delaware, to Nasdaq.

 5.6
Satisfaction of Conditions Precedent . Upon the terms and subject to the conditions set forth in this Agreement, from the date of
this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Parent will
use its commercially reasonable efforts to (i) satisfy or cause to be satisfied all the conditions precedent that are set forth in Article
7 and (ii) cause the Exchange and the other transactions contemplated by this Agreement to be consummated.

 22

 5.7
Section 16 Matters . Prior to the Effective Time, Parent shall take all such steps as may be required to cause any acquisitions of
Parent Common Stock and any options to purchase Parent Common Stock in connection with the transactions contemplated under this Agreement,
by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with
respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

 5.8
No Other Negotiations . As of the date of this Agreement, Parent has not entered into any agreement or understanding with, and is
not engaging in any discussions with, any third party concerning a Parent Alternative Acquisition (as defined below), including, without
limitation, any agreement or understanding that would require Parent to notify any third party of the terms of this Agreement. From and
after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its
terms, Parent shall not, directly or indirectly, (a) initiate, solicit, knowingly encourage, negotiate, accept or discuss any transaction
or series of transactions with any Person, other than the Company and its Affiliates, involving any recapitalization, restructuring,
financing, merger, consolidation, sale, license or encumbrance or other business combination transaction or extraordinary corporate transaction
of Parent which would reasonably be expected to impede, interfere with, prevent or materially delay the Exchange (any such efforts by
any such Person, including a firm proposal to make such an acquisition, to be referred to as a “ Parent Alternative Acquisition ”),
(b) provide information with respect to Parent to any Person, other than the Company and its Affiliates, relating to a possible Parent
Alternative Acquisition by any Person, other than the Company and its Affiliates, (c) enter into an agreement with any Person, other
than the Company and its Affiliates, providing for a possible Parent Alternative Acquisition, or (d) make or authorize any statement,
recommendation or solicitation in support of any possible Parent Alternative Acquisition by any Person, other than by the Company and
its Affiliates.

 If
Parent receives any unsolicited offer, inquiry or proposal to enter into discussions or negotiations relating to a Parent Alternative
Acquisition, or that could reasonably be expected to lead to a Parent Alternative Acquisition, or any request for nonpublic information
relating to Parent, Parent shall promptly notify the Company thereof, including the identity of the party making any such offer, inquiry
or proposal and the material terms of such offer, inquiry or proposal, as the case may be, and shall keep the Company reasonably informed
of any developments with respect to same.

 Article
6

 COVENANTS OF PARENT AND THE COMPANY

 6.1
Notices of Certain Events. The Company and Parent shall promptly notify the other Party of:

 (a)
any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the
transactions contemplated by this Agreement;

 (b)
any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and

 (c)
any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving
or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to
 Article 2 or Article 3 or that relate to the consummation of the transactions contemplated by this Agreement or any other
development causing a breach of any representation or warranty made by a Party hereunder.

 23

 6.2
Public Announcements; Confidentiality . No Party shall have the right to issue any press release or other public statement with respect
to this Agreement or the transactions contemplated herein without the prior written consent of each other Party (not to be unreasonably
withheld, delayed, denied, or conditioned), except as required by Law. Parent, on the one hand, and the Company, on the other hand, shall,
and shall cause their respective Affiliates to, hold in confidence and not use, and shall use their respective reasonable best efforts
to cause their respective representatives to hold in confidence and not use, any and all non-public, confidential, or proprietary information,
whether written or oral, concerning the other Party, including, without limitation, any such information obtained pursuant to Sections
4.5 or 5.3 , as applicable, except to the extent that Parent, on the one hand, or the Company, on the other hand, as the case
may be, can show that such information: (a) is generally available to and known by the public through no fault of such Party or any of
its Affiliates or their respective representatives; (b) is lawfully acquired by such Party, any of its Affiliates or their respective
representatives from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation;
or (c) is required to be disclosed by the requirements of the SEC or Nasdaq. If Parent, on the one hand, or the Company, on the other
hand, as the case may be, or any of its Affiliates or their respective representatives is compelled to disclose any information by judicial
or administrative process or by other requirements of Law, such compelled Party shall promptly notify the other Party in writing and
shall disclose only that portion of such information that such compelled Party is advised by its counsel in writing is legally required
to be disclosed, provided that such compelled Party shall use reasonable best efforts to obtain an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded such information.

 6.3
Transfer Taxes . Parent and the Company shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications
or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes,
any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions
contemplated hereby that are required or permitted to be filed before the Effective Time. Parent and the Company agree that the Company
(prior to the Exchange) and the Parent (following the Exchange) will pay any real property, transfer or gains tax, stamp tax, stock transfer
tax, or other similar tax imposed on the Exchange or the surrender of the Shares pursuant to the Exchange (collectively, “ Transfer
Taxes ”), excluding any Transfer Taxes as may result from the transfer of beneficial interests in the Shares other than as a
result of the Exchange, and any penalties or interest with respect to the Transfer Taxes. The Company agrees to cooperate with Parent
in the filing of any returns with respect to the Transfer Taxes.

 6.4
Reasonable Efforts . The parties further agree to use their reasonable best efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Exchange and the other
transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents,
licenses, Permits, authorizations, Orders and approvals from Governmental Entities and the making of all other necessary registrations
and filings (including any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable),
(ii) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Exchange that
are necessary to consummate the Exchange and the transactions contemplated by this Agreement or required to prevent a Material Adverse
Effect on the Company or Parent from occurring prior to or after the Effective Time, (iii) any notification or other document required
to be filed in connection with the Exchange under any applicable foreign Law (including any filings required under Malaysian Companies
Act and with the Companies Commission of Malaysia), (iv) the execution and delivery of any additional instruments necessary to consummate
the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) the defense of any lawsuits or other
legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Exchange, including seeking
to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed.

 24

 6.5
Fees and Expenses . All fees and expenses incurred by any Party in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Party incurring such fees and expenses. Fees and expenses incurred by any Party in connection with the transactions
contemplated by this Agreement shall include, without limitation, out-of-pocket fees and expenses incurred for legal, financial, accounting
and other advisors.

 6.6
Legends. Parent shall be entitled to place appropriate legends on the book entries and/or certificates evidencing any shares of Parent
Common Stock to be received in the Exchange by equityholders of the Company who may be considered “affiliates” of Parent
for purposes of Rules 144 and 145 under the Securities Act reflecting the restrictions set forth in Rules 144 and 145 and to issue appropriate
stop transfer instructions to the Transfer Agent for Parent Common Stock.

 6.7
Registration Statement; Proxy Statement .

 (a)
As promptly as practicable after the date of this Agreement, (i) Parent shall prepare and file with the SEC a proxy statement relating
to the Parent Stockholder Meeting to be held in connection with the Exchange and if applicable, the Nasdaq Reverse Split (together with
any amendments thereof or supplements thereto, the “ Proxy Statement ”) and (ii) Parent, in cooperation with the Company,
shall prepare and file with the SEC a registration statement on Form S-4 (the “ Form S-4 ”), in which the Proxy Statement
shall be included as a part (the Proxy Statement and the Form S-4, collectively, the “ Registration Statement ”), in
connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued by virtue of the transactions
contemplated under this Agreement, including, without limitation, the Exchange Shares. Parent shall use commercially reasonable efforts
to (x) cause the Registration Statement to comply with applicable rules and regulations promulgated by the SEC, (y) cause the Registration
Statement to become effective as promptly as practicable, and (z) respond promptly to any comments or requests of the SEC or its staff
related to the Registration Statement. Parent shall take all or any action required under any applicable federal, state, securities and
other Laws in connection with the issuance of Exchange Shares pursuant to the transactions contemplated under this Agreement. Each of
the Parties shall reasonably cooperate with the other Party and furnish all information concerning itself and their Affiliates, as applicable,
to the other Parties that is required by Law to be included in the Registration Statement as the other Parties may reasonably request
in connection with such actions and the preparation of the Registration Statement and Proxy Statement.

 (b)
Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included
therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities laws and the
DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company and the Selling Shareholders covenant and agree that the information supplied by or on behalf of the Company to Parent for
inclusion in the Registration Statement (including the Company Financial Statements) will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the
circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Party makes any covenant, representation
or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form
of proxy included therewith), if any, based on information provided by the other Party or any of its representatives regarding such other
Party or its Affiliates for inclusion therein.

 25

 (c)
Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly
as practicable after the Registration Statement is declared effective under the Securities Act. If at any time before the Effective Time,
(i) Parent, the Company or the Selling Shareholders (A) become aware of any event or information that, pursuant to the Securities Act
or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, (B) receives
notice of any SEC request for an amendment or supplement to the Registration Statement or for additional information related thereto,
or (C) receives SEC comments on the Registration Statement, or (ii) the information provided in the Registration Statement has become
“stale” and new information should be disclosed in an amendment or supplement to the Registration Statement, as the case
may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties
in Parent filing such amendment or supplement with the SEC (and, if appropriate, in mailing such amendment or supplement to Parent’s
stockholders) or otherwise addressing such SEC request or comments and each Party and shall use their commercially reasonable efforts
to cause any such amendment to become effective, if required. Parent shall promptly notify the Company if it becomes aware (1) that the
Registration Statement has become effective, (2) of the issuance of any stop order or suspension of the qualification or registration
of the Parent Common Stock issuable in connection with the transactions contemplated under this Agreement for offering or sale in any
jurisdiction, or (3) any order of the SEC related to the Registration Statement, and shall promptly provide to the Company copies of
all written correspondence between it or any of its representatives, on the one hand, and the SEC or staff of the SEC, on the other hand,
with respect to the Registration Statement and all orders of the SEC relating to the Registration Statement.

 (d)
Each of the Company and the Selling Shareholders shall reasonably cooperate with Parent and provide, and cause its representatives to
provide, Parent and its representatives, with all true, correct and complete information regarding the Company that is required by Law
to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement (collectively,
the “ Company Required S-4 Information ”). Without limiting the foregoing, the Company will use commercially reasonable
efforts to cause to be delivered to Parent a consent letter of the Company’s independent accounting firm, dated no more than two
(2) Business Days before the date on which the Registration Statement is filed with the SEC (and reasonably satisfactory in form and
substance to Parent), that is customary in scope and substance for consent letters delivered by independent public accountants in connection
with registration statements similar to the Registration Statement. The Company and its legal counsel shall be given reasonable opportunity
to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with
the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent
may file the Registration Statement, or any amendment or supplement thereto, without the prior consent of the Company, provided that
Parent has included the Company Required S-4 Information in the Registration Statement in substantially the same form as it was provided
to Parent by the Company pursuant to this Section 6.7 ; provided , further , that if the prior consent of the Company
is not obtained then, notwithstanding anything else herein, the Company makes no covenant or representation regarding the portion of
such information supplied by or on behalf of the Company to Parent for inclusion in such Registration Statement that the Company reasonably
identifies prior to such filing of the Registration Statement.

 26

 (e)
As promptly as reasonably practicable following the date of this Agreement, the Company shall furnish to Parent (i) prior to May 31,
2026, audited financial statements for each of its fiscal years required to be included in the Registration Statement, together with
the auditor’s report thereon (the “ Company Audited Financial Statements ”), (ii) prior to May 31, 2026, unaudited
interim financial statements for the interim period completed March 31, 2026 (the “ Company Q1 2026 Interim Financial Statements ”),
and (iii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included
in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements
under the Securities Act or the Exchange Act (the “ Additional Company Interim Financial Statements ” and together with
the Company Q1 2026 Interim Financial Statements, the “ Company Interim Financial Statements ”). Each of the Company
Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement
and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in
the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations,
changes in shareholders’ equity and cash flows of the Company as of the dates of and for the periods referred to in the Company
Audited Financial Statements or the Company Interim Financial Statements, as the case may be. The Company Audited Financial Statements
and the Company Interim Financial Statements shall be prepared under GAAP in accordance with the requirements of the PCAOB for public
companies. The Company Audited Financial Statements shall have been audited by a PCAOB qualified auditor that is independent under Rule
2-01 of Regulation S-X under the Securities Act and, with respect to the Company Interim Financial Statements, shall have been reviewed
by the Company’s auditors, as provided in AU-C-930 under the standards of the American Institute of Certified Public Accountants.

 6.8
Company Shareholder Written Consent .

 (a)
Promptly after the Registration Statement has been declared effective under the Securities Act, and in any event no later than two (2)
Business Days thereafter, the Company shall obtain the approval by unanimous written consent from the Selling Shareholders sufficient
for the Required Company Shareholder Vote in lieu of a meeting pursuant to the Malaysian Companies Act, for purposes of adopting and
approving this Agreement and the transactions contemplated under this Agreement (the “ Company Shareholder Written Consents ”).
Under no circumstances shall the Company assert that any other approval or consent is necessary by the Selling Shareholders to approve
this Agreement and the transactions contemplated under this Agreement.

 (b)
The Company agrees that: (i) the Company Board shall recommend that the Selling Shareholders vote to adopt and approve this Agreement
and the transactions contemplated under this Agreement and shall use commercially reasonable efforts to solicit such approval within
the time set forth in Section 6.8(a) (the recommendation of the Company Board that the Selling Shareholders vote to adopt and
approve this Agreement being referred to as the “ Company Board Recommendation ”) and (ii) the Company Board Recommendation
shall not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation)
in a manner adverse to Parent, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board
Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any
Alternative Acquisition shall be adopted or proposed.

 27

 6.9
Parent Stockholder Meeting .

 (a)
Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common
Stock to consider and vote on proposals to (i) approve this Agreement and thereby to approve the transactions contemplated under this
Agreement, including without limitation, the Exchange (the “ Parent Stockholder Exchange Approval Matter ”), (ii) amend
Parent’s certificate of incorporation to, if deemed appropriate by the Parties, effect a Nasdaq Reverse Split, and (iii) approve
the Future Financing and one new director nominated by the Company, (clauses (i), (ii) and (iii) collectively, the “ Parent Stockholder
Matters ” and such meeting, the “ Parent Stockholder Meeting ”). The Parent Stockholder Meeting shall be held
as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any
event, no later than forty-five (45) days after the effective date of the Registration Statement. Parent shall take reasonable measures
to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable
Laws. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding
the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient
to obtain the Parent Stockholder Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent
Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder
Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting,
as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection
with any postponements or adjournments.

 (b)
Parent agrees that (i) the Board of Directors of Parent shall recommend that the holders of Parent Common Stock vote to approve the Parent
Stockholder Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section
6.9(a) above, and (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Parent recommends
that Parent’s stockholders vote to approve the Parent Stockholder Matters (the recommendation of the Parent Board being referred
to as the “ Parent Board Recommendation ”).

 Article
7

 CONDITIONS TO EXCHANGE

 7.1
Condition to Obligation of Each Party to Effect the Exchange . The respective obligations of Parent, the Company and the Selling Shareholders
to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing prior to the Effective Time of
the following conditions:

 (a)
 No Injunctions . No temporary restraining Order, preliminary or permanent injunction issued by any court of competent jurisdiction
preventing or prohibiting the consummation of the Exchange or the other transactions contemplated herein shall be in effect; provided,
however, that each Party shall have used its commercially reasonable efforts to prevent the entry of any such Orders or injunctions and
to appeal as promptly as possible any such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions
that may be entered.

 (b)
 Stockholder Approval . Parent shall have obtained the Parent Stockholder Exchange Vote and the Company shall have obtained the
Required Company Shareholder Vote.

 28

 (c)
 Effectiveness of Registration Statement . The Registration Statement shall have become effective in accordance with the provisions
of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop
order with respect to the Registration Statement that has not been withdrawn. Any material state securities laws applicable to the issuance
of the shares of Parent Common Stock in connection with the transactions contemplated under this Agreement shall have been complied with
and no stop order (or similar order) shall have been issued or threatened in writing in respect of thereof by any applicable state securities
commissioner or court of competent jurisdiction.

 (d)
 Listing . The shares of Parent Common Stock to be issued in the Exchange pursuant to this Agreement shall have been approved for
listing (subject to official notice of issuance) on Nasdaq as of the Closing.

 (e)
 Value of Exchange Shares . Parent and the Selling Shareholders shall agree in writing that the Exchange Shares represent mutually
acceptable consideration for the acquisition of the Shares. In the event the amount, timing or value of the Exchange Shares is not mutually
acceptable to both Parties, the Parties agree to negotiate in good faith an adjustment to the Exchange Shares, including a potential
earnout.

 7.2
Additional Conditions to Obligations of Parent . The obligations of Parent to consummate the transactions contemplated herein are
also subject to the satisfaction or waiver in writing prior to the Effective Time of the following conditions:

 (a)
 Representations and Warranties . The representations and warranties of each of the Company and the Selling Shareholders contained
in this Agreement and in any certificate delivere…

EX-10.1 · ex10-1.htm

EX-10.1
 3
 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 EXHIBIT F

 FORM
OF LOCK-UP AGREEMENT

 _________,
2026

 Re: Business
 Combination Agreement, dated as of June 4, 2026 (the “ Agreement ”), among
 Bio Green Med Solution, Inc. (“ Parent ”), Future NRG Sdn. Bhd. (the “ Company ”)
 and the Selling Shareholders signatory thereto (each, a “ Selling Shareholder ”
 and, collectively, the “ Selling Shareholders ”)

 Ladies
and Gentlemen:

 Defined
terms not otherwise defined in this letter agreement (the “ Letter Agreement ”) shall have the meanings set forth in
the Agreement. Pursuant to Section 7.2(i) of the Agreement and in satisfaction of a condition of the Company’s obligations
under the Agreement, the undersigned irrevocably agrees with Parent that, from the date hereof until one hundred eighty (180) days after
the Effective Time (such period, the “ Restriction Period ”) the undersigned will not offer, sell, contract to sell,
hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the
undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to, any shares
of Common Stock of Parent or securities convertible, exchangeable or exercisable into, shares of Common Stock of Parent beneficially
owned, held or hereafter acquired by the undersigned (the “ Securities ”) or make any demand for or exercise any right
or cause to be filed a registration, including any amendments thereto, with respect to the registration of any shares of Common Stock
or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act. The undersigned acknowledges that Parent shall provide written notice to the transfer
agent of Parent to inform them of the Restriction Period, which written notice shall include notification by email. In order to enforce
this covenant, Parent shall impose irrevocable stop-transfer instructions preventing the transfer agent of Parent from effecting any
actions in violation of this Letter Agreement.

 Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) Parent receives a signed
lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee,
or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) such
transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report
of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the
case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

 i)
 as
 a bona fide gift or gifts;

 ii)
 to
 any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
 undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage
 or adoption, not more remote than first cousin);

 iii)
 to
 any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the
 undersigned and/or the immediate family of the undersigned;

 iv)
 if
 the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,
 partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form
 of a distribution to limited partners, limited liability company members or stockholders of the undersigned;

 v)
 if
 the undersigned is a trust, to the beneficiary of such trust; or

 vi)
 by
 will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
 family of the undersigned.

 In
addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned
upon (i) exercise any options granted under any employee benefit plan of Parent; provided that any shares of Common Stock or Securities
acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise
of warrants; provided that such shares of Common Stock delivered to the undersigned in connection with such exercise are subject to the
restrictions set forth in this Letter Agreement.

 Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan
may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory
authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common
Stock are made pursuant to such plan during the Restriction Period.

 The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to Parent to
complete the transactions contemplated by the Agreement and Parent shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Agreement.

 This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of Parent and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts in the
State of Delaware, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby
waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction
of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding
is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any
right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned
and any Selling Shareholders and that no Selling Shareholder is entitled to cast any votes on the matters herein contemplated and that
no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.

 This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of Parent. This Letter Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

 ***
SIGNATURE PAGE FOLLOWS***

 This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

 Signature

 Print Name

 Position in Company, if any

 Address for Notice:

 By
signing below, Parent agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

 BIO
GREEN MED SOLUTION, Inc.

 By:

 Name: Datuk
 Dr. Doris Wong Sing Ee

 Title: Chief
 Executive Officer