LEASE AGREEMENT

The Land
H. S. (D) ______ P. T. NO. _____Mukim Semantan,
Daerah Temerloh, Pahang Darul Makmur.

Dated

BETWEEN

SDN BHD
(COMPANY NO.: 233830-P)

AND

FORESTRY ASSETS SDN BHD

(COMPANY NO.: 1141220-U)

THIS LEASE AGREEMENT is made on ______________________

BETWEEN

NAME: : TUNAS BUDI SDN BHD

CO. REG. NO. : 233830-P
ABBREVIATED NAME : TBSD
ADDRESS : NO. 2, JALAN BUKIT PELINDUNG 2, KUATAN, PAHANG
[hereinafter referred to as the “Leasor”]
AND

NAME: : FORESTRY ASSETS SDN BHD

CO. REG. NO. : 1141220-U
ABBREVIATED NAME : FASB
ADDRESS : 18-5, MENARA 1MK, 1 MONT KIARA
NO. 1, JALAN KIARA, MONT KIARA, 50480 KUALA
LUMPUR.

[hereinafter referred to as the “Leasee”]

The Leasor and the Leasee as the context may require, are hereinafter collectively referred to as
“Parties” and individually as the “Party”.
WHEREAS:-
a. This agreement is entered into pursuant to another lease agreement dated 26.05.2007
between Perbadanan Setiausaha Kerajaan Pahang and TBSB for a piece of land
measuring approximately hundred (100) acres situated in Lanchang, Mukim Semantan,
Daerah Temerloh wherein TBSB has been granted a lease of thirty (30) years from the
date of 01.06.2006 with an option to renew of thirty (30) years.
b. TBSB had agreed to assign/subrogate the rights obtained from the lease agreement
dated 26.05.2017 to FASB; and
c. the Leasor and the Leasee, the Leasor had agreed to lease to Leasee the Land for thirty
(30) years from the date of 01.06.2006 with an option to renew of thirty (30) years in
accordance with the terms and conditions of the Lease Agreement dated 26.05.2007.

NOW IT IS HEREBY AGREED as follows:

1. Definitions
1.1 In this Agreement unless the context otherwise requires the following expressions shall
have the following meanings:
“Agreement” means this Agreement including any amendment, addition, deletion,
variation, cancellation and/or substitution thereof.
“Term” means the period referred to in Clause 2 (Lease) and subject to any earlier
determination or renewal thereof.
1.1 Words importing the singular shall be deemed to include the plural and vice-versa.

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1.2 Headings used in this Agreement are for reference purposes only and shall not be
construed as part of this Agreement.

1.3 Clauses whenever mentioned shall be the clauses of this Agreement.

2. LEASE
2.1 The Leasor hereby grants and FASB accepts a lease of the Land (hereinafter referred
as to as the “Lease”) upon the terms and conditions contained herein.
2.2 The Leasee agrees that it shall continue to lease the Land in accordance with the terms
of the Lease Agreement dated 26.05.2007 and this Agreement. The Leasee further
acknowledges and accepts that FASB shall also have the right to lease the Land with full
uninterrupted access and the Leasee shall bear the entire cost of leasing the Land
solely.
2.2 The Parties hereby agree that the execution of the sale and management agreement
dated _______________________between the Parties shall be inter-conditional upon
the execution of this Agreement.

3. EFFECTIVE DATE AND TERM

3.1 The Lease shall be for a term (i) as stipulated in the Lease Agreement dated 26.05.2007
which shall continue from the date of this Agreement and a lease of thirty (30) years from
the date of 01.06.2006 with an option to renew of thirty (30) years; or (ii) commencing
from the date of delivery of vacant possession of the Land to the Leasee until the date on
which all the Treeshave been duly harvested and carted away from the Land by, or for and
on behalf of, the Leasee, whichever term is later unless such term is earlier terminated in
accordance with this Agreement (hereinafter referred to as the “Term”). For the avoidance
of doubt, in respect of vacant possession to FASB, its shall be deemed that such vacant
possession have been delivered by the Leasor to FASB on the date of this Agreement and
the Leasor shall ensure that full and uninterrupted access is given to FASB on the date of
this Agreement, including but not limited to the delivery of any keys to any gates or locks
into the Land.
3.2 FASB shall have the option,exercisable at its sole and absolute discretion, to extend the
Term for a period that is consistent with the extension period under the First Lease
Agreement by issuing a notice in writing of such intention to the Leasee and the Leasor on
similar terms and conditions of this Agreement (hereinafter referred to as the “Extended
Term”).
3.3 The Leasor and the Leasee hereby agrees that FASB has the right to install locks, gates
and/or any other security measure at its sole discretion. Where locks are installed, FASB
will, upon request from the Leasee and/or the Leasor, provide a set of keys to such locks.

4. CONSIDERATION

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4.1 In consideration of the rights granted herein, the Leasee shall pay to the Leasor the
lease fee in full and in accordance with the Lease Agreement dated 26.05.2007 (“Lease
Fee”). FASB shall pay a consideration of Ringgit Malaysia Ten (RM10.00) only to each
of the Leasee and the Leasor (the receipt of which the Leasor and the Leasee hereby
acknowledged).
4.2 Leasor hereby agrees that it shall not charge or receive any lease fee from FASB and that
the Lease Fee shall be borne solely and be paid in full by the Leasee to the Leasor in
accordance with the terms of the Lease Agreement dated 26.05.2007.

5. OBLIGATION OF THE FASB

5.1 FASB shall ensure at all times during the Term that it shall:-
(a) use the Land for the purpose of facilitating the growth, managing, inoculating, cultivating
and harvesting of the Trees on the Land (“Harvesting”);

(b) not to use the Land for any illegal, unlawful or immoral purposes and not to do or permit
any act or thing which may become a nuisance or give reasonable cause for complaint
from any of the owners or occupiers of the other adjoining lands;

(c) comply with all applicable laws and regulations relating to the Harvesting and sale of
the Trees derived from the Land and its products;

(d) ensure that it has all the necessary permits and approvals for the purposes of
conducting their duties in relation to the Harvesting; and

(e) not to do or permit to be done any act, matter or thing which will contravene any
provisions of any Act, Ordinance, Enactment, Order, Rules, Regulations and By-Laws
which would materially and adversely affect the Land.

6. OBLIGATIONS OF THE LEASOR AND THE LEASEE

6.1 The Leasor and Leasee shall ensure that at all times during the Term the Leasor and the
Leasee shall:-
(i) permit the FASB and its nominees, employees, officers, representatives, agents,
advisers, servants, workmen, contractors, visitors and licensees and all other
person(s) having authorised by the FASB (collectively, “ Representatives”) to
peacefully use and occupy the Land (or any part thereof) including but not limited to
having full unrestricted access to the Trees on the Land and conducting and completing
the Harvesting without any interruption by the Leasor and/or the Leasee and or any
their person, authority or body that may claim through or under the Leasor and/or the
Leasee;

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 (ii) will not do anything that will disrupt, interfere or impede the growth of the Trees in the
Land;

(iii) pay and discharge all fees, costs, charges and expenses from time to time payable in
relation to or arising from the Land in a timely manner including but not limited to the
payment of the applicable assessment and quit rent fees payable in respect of the
Land;

(iv) inform the FASB of any intended acquisition, seizure, expropriation, nationalisation,
intervention, restriction or other action of the Land (or any part thereof) by or on behalf
of anygovernmental, statutory, urban or municipal authority; and

(v) shall not sell, lease, licence, transfer or howsoever dispose off the Land (or any part
thereof) without the consent of the FASB during the Term or any extended term, as the
case may be.

(vi) to provide FASB with the proof of payment for all bills, fees or payments in relation to
the Land including all quit rent and assessment bills.

(vii)to remedy, repair, restore and maintain the Land in the event of any flood or landslide,
including but not limited to any drainage repairs.

7. TERMINATION
7.1 FASB is entitled to terminate this Agreement by giving not less than ninety (90) days prior
written notice to the Leasor for whatsoever reasonsas determined by FASB at its sole
discretion.
7.2 In the event the Leasor or the Leaseeterminates this Agreement prior to the expiry of the
Term or the extended Term, as the case may be, the Leasoror the Leasee shall pay to
FASB a sum equivalent to Ringgit Malaysia Six Thousand (RM6,000.00) for each Tree as
liquidated damages for the early termination of this Agreement (which is known and made
known to FASB) and which has not been remedied by FASB within thirty (30) days of the
occurrence of such default. Further, the Leasorand the Leaseehereby agrees and
undertakes to FASB to permit FASB and/ or its Representatives full unrestricted access to
the Land upon the termination of this Agreement pursuant to Clause 7.2 herein for the
purpose of chopping down and carting away the Trees.
7.3 In the event the Land or any part thereto is to be acquired,seized, expropriated or
nationalised by any governmental, statutory, urban or municipal authority, the Parties shall
jointly negotiate with such relevant governmental, statutory, urban or municipal authorities
to secure the best compensation payable for suchacquisition,seizure, expropriation or
nationalisation, as the case may be. The Parties hereto shall agree as to their proportion of
the compensation to be distributed and paid to the respective parties.For the purpose of
chopping down, harvesting and carting away the Trees, the Leasorand the Leasee hereby
agrees and undertakes to FASB to permit FASB and its Representatives full unrestricted
access to the Land and this Agreement shall be deemed mutually terminated by

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 theParties upon the completion of the acquisition,seizure, expropriation
ornationalization of the Land by the relevant authorities.

8. REPRESENTATION AND WARRANTY

8.1 The Leasor represents and warrants to FASBthat:

(i) it is the legal and beneficial owner of the Land and they have the right and all
necessary authorisations to grant FASB on terms and conditions set forth in this
Agreement; and
(ii) as at the date of this Agreement, other than expressly stated herein, the
Land (or any part thereof)is not the subject of any other sale, lease, licence,
transfer or disposal, or any acquisition, seizure, expropriation or nationalisationby
any governmental, statutory, urban or municipal authority.
(iii) That it does not own the Trees and such Trees are owned by the Leasee of which
will be sold to FASB from time to time.

9. GENERAL

9.1 Relationship between the Parties

Nothing herein contained shall constitute or be construed to be or to create a partnership
between the Parties.

9.2 Notices
(a) All notices required by this Agreement shall be delivered or sent by hand, AR
registered post or recorded mail in accordance with the correspondence address
of the Parties in this Agreement.
(b) Notices shall be deemed to be received in the case of a prepaid
registered five (5) days after the date on which it is proved to have been
posted or despatched one business day after the date upon which it is
proved to have been sent. For the purpose of this Clause, ‘business day’
means a day which is not a public holiday generally observed in Kuala
Lumpur or Selangor on which banks in Kuala Lumpur or Selangor are
opened for business.
(c) Notices shall be deemed to be received by hand when delivered, provided that
an acknowledgement of receipt is obtained from the addressee.
(d) In the event of a change in the address of a Party, that Party shall as soon as
practicable, notify the other Party in writing of the change.

9.3 Governing Law

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 This Agreement will governed by and construed in accordance with the laws of Malaysia
and the parties expressly submit the exclusive jurisdiction of the courts of Malaysia.

9.4 Waiver and Severability

The waiver by either party of a breach or right under this Agreement will not constitute a
waiver of any other or subsequent breach or right. In the event any provision of this
Agreement is held invalid or unenforceable, the remaining provisions will continue in full
force and effect.

9.5 Amendment
This Agreement may be amended or modified only in written document signed by an
authorised representative of FASB,the Leasee, and the Leasor.

9.6 Entire Agreement

This Agreement, together with any executed schedules attached hereto, is the complete
and exclusive statement of the agreement between the parties and supersedes all previous
and contemporaneous agreements, proposals, and communications, written or oral, with
respect to this subject matter.

9.7 Counterparts
This Agreement may be executed and delivered in more than one counterpart, each of
which shall be deemed to be an original, but all of which shall together constitute one
and the same document.

9.8 Cost and Expenses

Each Party shall bear its own costs and expenses (including any applicable stamp duty)
in relation to the preparation, negotiation and execution of this Agreement, unless
otherwise provided herein. The legal cost and expenses in relation to the preparation,
negotiation and execution of this Agreement shall be borne by the Parties equally.

9.10 Successors Bound

This Agreement shall be binding upon the respective personal executors, successors-in-
title and permitted assigns of the Parties. The Leasee and the Leasor shall not assign
his rights and obligations hereunder without the prior consent in writing of FASB. FASB
shall have the right to assign this Agreement to any of its nominee by written notice to
The Leasee and the Leasor and based on the same terms and conditions of this
Agreement. In the event of death of any of the Leasee or the Leasor, their respective

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personal executors, successors-in-title or permitted assigns shall adhere and be bound
to this agreement based on the same terms and obligations hereto.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF the parties hereto have hereunto set the hands on the first day and
year above written.

THE LEASOR
)
Signed byIBAH BINTI MD DIN
)
(NRIC NO.: 301231-02-5352)
)

In the presence of:

Name:

IC No:

Signed byROGAYAH BINTI AYOB

)
(NRIC NO.: 701207-02-5646)
)
In the presence of:

Name:

IC No:

THE LEASEE
Signed byFATIMAH BINTI HASAN )

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 )
(NRIC NO.: 590506-02-5866)
)

In the presence of:

Name:

IC No:

FASB

Signed by )

ESHMAEL RAO SOOSAY DASS )

of FORESTRY ASSETS SDN BHD )

ESHMAEL RAO SOOSAY DASS

Director

In the presence of:

………………………………………………….

Director
Name:

IC No:

Appendix 1

(GERAN relating to No Hakmilik of the Land where the Option Trees are planted)

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