PURCHASE AND SALES AGREEMENT

Dated March 2, 2023

Between

XYY CORP

as the Seller

and

YXX HOLDINGS, INC.

as the Buyer

This Purchase and Sale Agreement (Agreement) is made effective as of April 1, 2023

between XYY CORP (Seller), a Corporation duly organized and existing under the laws

of Indonesia, and YXX HOLDINGS, INC. (Buyer), a Corporation duly organized and

existing under the law of Singapore.

Where as,

- That the parties have signed an agreement (MOU) on February 25, 2023 which in

essence is THE PARTIES agree to cooperate for the purchase of land;

- That the Seller is the holder of ownership rights over state land area of 100 ha (one

hundred hectares) located in the village of Kalisongo Malang districts;

- Whereas as a follow up of the MOU, the buyer intends to purchase part of the land

of the seller measuring 9000m2 (nine thousand square meters) for the purposes of

building the new HeadQuarter of YXX HOLDINGS, INC;

Therefore, the parties agree as follows:

Article 1

Definitions

1. Working Day” means Indonesian working day which is Monday to Friday in

Western Indonesia Time.

2. “Dollars” or “$” means the lawful money of Singapore.

3. “Rupiah” means the lawful money of Indonesia.

4. “The land” means the part of the land that is mentioned in Appendix 1.

Article 2

Commitment

The buyer agrees to purchase part of the land of the seller with the specification as

specified in Appendix 1 to the price for each $10.000 (ten thousand Singapore Dollars),

equivalent to one hundred and fifteen million rupiah.

Article 3

Payment

1. The buyer shall pay the price of the land as defined in Article 2 no later than April

20, 2023.

2. The buyer shall pay the full purchase price with Singapore Dollars in cash through

the seller Accountant.

 3. The seller shall send the necessary documents of the land as defined in Article 2

no later than one month after receiving the payment or by date May 20, 2023

according to Working Day.

Article 4

Condition Precedent

1. The buyer shall pay the price in accordance with the provisions of Article 3 only if

the seller has sent the official letter about the condition of the land to the buyer at

the latest on April 10, 2023.

2. The official letter referred to in paragraph 1 are:

a. Description of the land condition and specification.

b. Description of the seller legality of ownership rights over the land.

Article 5

Representations and Warranties

Seller hereby represents and warrants that:

a. The seller is legitimate and authorized in selling the Land, accordance with applicable

law;

b. The person(s) who have executed this Agreement and other instruments required under

this agreement on behalf of the seller have been duly authorized to execute the same on

Seller’s behalf and no other person are required to execute this agreement on behalf of the

Seller;
 c. The sale of the Land has been authorized by appropriate action of seller;

d. Seller and the Land is, and at all times has been, in compliance with all laws and

including any and all environmental laws, and is in compliance with, all permits,

certificates, licenses, approvals, registrations and authorizations under all laws in

connection with the Land.

Article 6

Covenants

1. The seller shall bear all cost of legal action caused by the Land certificates, licenses,

approvals, registrations and authorizations error or because of their hidden defects;

2. The seller shall not accept any kind of payment other than Singapore Dollars in cash from

the buyer;

3. The buyer shall act according to the Indonesian Environmental Law while building their

Headquarter on the Land.

Article 7

Indemnification

The seller hereby agrees to defend, indemnify and hold harmless the Buyer against any loss, cost,

expense, claim, demand, liabilities, or damages, including reasonable attorney’s fees arising out

of or relating to this transaction, provided however that:

a. This obligation of Seller to Indemnify Buyer shall apply only to losses, liabilities, claims

and expenses which are asserted by third parties on or before March 2, 2025
b. This obligation of Seller to indemnify Buyer shall be limited to the value of the amount

up to $ 2.500.000 (two million dollars)