AGREEMENT

THIS AGREEMENT is made on

BETWEEN

Zzz of zzz (hereinafter referred to as “First Party”) of the first part;

And

zzz of zzz (hereinafter referred to as “Second Party”) of the other part.

WHEREAS

1. The First Party is the legal and beneficial owner of majority shares in the following
companies:-

a. zzz
b. zzz
c. zzz

(hereinafter zzz shall collectively be referred to as “Companies”).

2. The collective value of shares of the Companies is Ringgit Malaysia One Million Five
Hundred Thousand (RM1,500,000.00) only.

3. The Second Party is desirous of acquiring from the First Party and the First Party is
desirous of disposing to the Second Purchaser 60% of the shares in the Companies either
by a direct transfer of existing shares held by the First Party or his nominees or by
allotment of shares to the Second Party or her nominees up to 60% shareholding
(hereinafter referred to as “Companies’ Shares”) upon the terms and conditions
hereinafter appearing.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:

1. AGREEMENT TO SELL AND PURCHASE

1.1 The First Party shall sell and the Second Party shall purchase or by allotment shares of
the Companies’ Shares free from all charges, liens or any other incumbrances and with

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 all rights attaching thereto for a consideration of Ringgit Malaysia Nine Hundred
Thousand (RM900,000.00) only (hereinafter referred to as "Purchase Price"). For
avoidance of doubt the First Party shall cause and effect the sale and purchase of the
Companies’ Shares or allotment of shares, whichever is applicable, up to 60%
shareholding of the Companies by the Second Party or her nominees at the said
Purchase Price.

1.2 The acquisition of the Companies’ Shares by the Second Party shall include First Party’s
brands and rights in zzz (hereinafter referred as “the First Party’s brands and rights”)
to zzz. For avoidance of doubt, the First Party shall cause and effect the transfer of the
First Party’s brands and rights to the Second Party and shall not hold any events under the
above media and brands.

2. MANNER OF PAYMENT OF THE PURCHASE PRICE

2.1 The Purchase Price shall be paid in the following manner:-

(i) a sum of Ringgit Malaysia Two Hundred and Forty Thousand

(RM240,000.00) only (hereinafter referred to as “Deposit Sum”) already paid by
the Second Party to the First Party prior to the execution of this Agreement and
duly acknowledged receipt by the First Party;

(ii) the balance purchase price amounting to Ringgit Malaysia Six Hundred and
Sixty Thousand (RM660,000.00) only (hereinafter referred to as "the Balance
Purchase Price") shall be paid by the Second Party to the First Party in six (6)
monthly instalments of Ringgit Malaysia One Hundred and Ten Thousand
(RM110,000.00) only commencing from 1st of July 2020 until 1st December 2020
(“hereinafter referred to as “Completion Date”);

(iii) The first instalment of Ringgit Malaysia One Hundred and Ten Thousand
(RM110,000.00) only already paid by the Second Party to the First Party prior to
the execution of this Agreement and duly acknowledged receipt by the First Party.

2.2 In the event the Balance Purchase Price shall remain unpaid by the Completion Date the
First Party shall automatically grant to the Purchaser an extension of a further one (1)
month period (hereinafter referred to as the "Extended Completion Date") to pay the
Balance Purchase Price.

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3. CUT OFF DATE

3.1 The parties agree that any losses and outgoings inclusive of any liabilities of the
Companies prior to 1st June 2020 shall be borne and be paid and discharged by the First
Party.

3.2 All profits and receipts of the business operated under the Companies effective 1st June
2020 shall belong to the Second Party.

4. DELIVERY OF DOCUMENTS

Upon execution of this Agreement, the First Party shall deposit or cause to be deposited
with zzz, as the authorised stakeholders (“Authorised Stakeholders”) the following
documents:-

(a) the original certificates of the Companies by the First Party or his nominees;

(b) the undated transfer forms relevant to the transfer of the Companies’ Shares or
forms relevant to the allotment of shares, whichever is applicable, duly executed
by the First Party and registrable in favour of the Second Party or her nominees;

(c) any relevant document(s) duly executed by the First Party or his nominees and
containing the First Party’s or his nominees’ approval to any
company/director/shareholders' resolution required under the Malaysian Law for
the effective transfer or allotment, whichever is applicable, of the Companies’
Shares from the First Party or his nominees to the Second Party or her nominees;

(d) the undated and unqualified letters of resignation of the current directors in the
Companies to take effect from the date of this Agreement, without payment of
any compensation for loss of office, damages or any other form of payments
whatsoever;

(e) the certified true copy of the directors’ and shareholders’ resolution of the
Companies authorising:

(i) the sale and transfer or allotment, whichever is applicable, of the

Companies’ Shares to the Second Party or her nominees;

(ii) the issue of new share certificate(s) in respect of the Companies’ Shares in
the name of the Second Party or her nominees; and

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 (iii) the entering of the name of the Second Party or her nominees into the
register of members of the Company;

(f) the Board resolution on the change of bank signatories for all the accounts of the
Company to the Second Party or her nominees.

("hereinafter the above documents shall be collectively referred to as “the Completion

Documents").

5. COMPLETION

5.1 Subject to and upon the completion of this Agreement herein, for all intents and purposes
the date for the transfer of the Companies’ Shares or allotment whichever is applicable,
shall be deemed to be upon full payment of the Purchase Price.

5.2 The parties shall cooperate and ensure that all formalities and clearances necessary to for
the effective transfer of the Companies’ Shares or allotment, whichever is applicable are
complied with.

5.3 On the Completion Date or Extended Completion Date, whichever the case maybe, the
duly appointed company secretary of the Companies shall complete, register and perfect
the requisite transfer forms or allotment of the Companies’ Shares, whichever is
applicable, in accordance with the prevailing Companies Act.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and warranties by the First Party

6.1.1 The First Party hereby warrant and represent to the Second Party in relation to the
Companies that, save and except as disclosed herein, the Companies:

(a) have not borrowed any money other than as disclosed in the Company’s
annual account;

(b) other than disclosed or provided for in the Companies’ annual accounts,
there has been no material or adverse change in the financial or trading
position of the Companies;

(c) have no material capital commitments which have not been disclosed to
the Second Party;

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(d) have not delegated any powers under a power of attorney which remains
in effect;

(e) have not by reason of any default by it in any of its obligations become
bound or liable to be called upon to repay any loan capital or borrowed
monies;

(f) are not a party to any agreement, grant or such other instrument which is
or may become terminable as a result of the entry into or completion of
this Agreement;

(g) have not entered into or is not bound by any agreement, guarantee or
indemnity under which any liability or contingent liability is outstanding;

(h) there are no claims outstanding pending or threatened against the

Companies by an employee or workman or third party in respect of any
accident or injury which are not fully covered by insurance;

(i) the Companies are not engaged in any prosecution, litigation or arbitration
proceedings as plaintiff or defendant, there are no such proceedings
pending or threatened in respect of which verbal or written communication
has been given or received either by or against the Companies, there are
no facts or disputes which may or might give rise to any such proceedings
and there is no disputes with any taxation, duty or excise authorities in
relation to the affairs of the Companies;

(j) the Companies have not gone into liquidation and the Companies members
have not passed any resolution for the Companies’ winding-up, no petition
for winding-up of the Companies have been presented and no notice of any
writ of execution issued against the property of the Companies have been
received by the Companies and no receiver or receiver and manager of the
undertaking or assets (or any part thereof) of the Companies has been
appointed or is threatened or expected to be appointed;

(k) all documents, returns and accounts required to be filed by the Companies
with the Registry of Company pursuant to all applicable laws have been
filed;

(l) if applicable, all the statutory contribution including but not limited to the
Employee Provident Fund (EPF), Social Security Fund (SOCSO) and etc

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 have been made by the Companies to the relevant authorities in a timely
manner during the relevant periods up to the date of this Agreement and
will continue to be made until the Completion Date;

(m) all the necessary information, notices, computations and returns have been
properly and duly submitted by the Companies to all relevant taxation or
excise authorities in respect of taxation for all relevant periods up to the
date of this Agreement and will continue to be submitted until the
Completion Date;

(n) there is no unresolved correspondence or dispute between the Companies

and any taxation or excise authorities; and

(o) all tax liabilities of the Companies have been paid or provided for in
accordance with general accepted accounting principles and practices
prevailing in Malaysia;

6.1.2 The First Party further represent and warrant to the Second Party that:

(a) he is the registered and/or beneficial owner of the Companies’ Shares;

(b) there is no restriction, contractual or otherwise binding on the First Party

against the sale and transfer or allotment of the Companies’ Shares by the
First Party to the Second Party and upon the completion of the sale and
transfer or allotment, whichever is applicable, of the Companies Shares,
unfettered legal title and beneficial ownership in the Companies Shares
will be vested with the Second Party;

(b) he has full power and authority to enter into this Agreement and this
Agreement constitutes an agreement binding on it without any
requirement to obtain the approval or consent of any third party;

(c) neither the execution and delivery of this Agreement nor the performance
by the First Party or of any of its obligations in this Agreement shall
violate any law, rule, regulation, order, permit, judgment, injunction,
decree or other decision of any court or other tribunal or any governmental
authority binding on or applicable to it, or conflict with or result in the
breach of any term, condition or provision of any contract, agreement,
organisational document, mortgage or other instrument or obligation of
any nature to which it is a party or by which it is bound; and

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 (d) he shall execute or procure to be executed all such documents and do or
procure to be done all such acts and things as may be necessary to give
full effect to all provision of this Agreement.

6.1.3 The First Party further confirms that the Second Party’s agreement to purchase the
Companies’ Shares is made on the basis of and in reliance on the following:
(a) the truth and correctness of the First Party’s abovementioned warranties;

(b) the First Party’s warranties shall on the Completion Date be true and
accurate as if given afresh immediately before completion; and

(c) the First Party’ warranties shall remain in full force and effect
notwithstanding completion.

6.2 Representations and warranties by the Second Party

6.2.1 The Second Party hereby represents and warrants to the First Party that:-

(a) the Second Party is not a bankrupt and there is no bankruptcy proceeding
pending against the Second Party;

(b) the execution, delivery and performance of this Agreement will not violate
the provisions of any laws or governmental authority agency or court, to
which the Second Party is subject to;

(c) this Agreement when executed, constitutes binding obligations of the

Second Party and any of her successors-in-title in accordance with its
terms and conditions; and

(d) that to the best of the Second Party’s knowledge, there is no litigation,
arbitration or administrative proceeding presently, current or pending or
threatened against the Second Party, which litigation, arbitration or
administrative proceeding, as the case may be, might affect the Second
Party’s ability to perform her obligations under this Agreement or frustrate
the completion of the transaction.

6.2.2 The Second Party acknowledges that the First Party has entered into this
Agreement in reliance on the following:

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 (a) the truth and correctness of the Second Party’s warranties;

(b) the Second Party’s warranties shall on the Completion Date be true and
accurate as if given afresh immediately before completion; and

(c) the Second Party’s warranties shall remain in full force and effect
notwithstanding completion.

7. EVENTS OF DEFAULT

In the event that either of the parties hereto shall default in the performance of their
obligations and covenants herein, the other party shall be entitled either, to seek the remedy
of specific performance against the defaulting party OR to terminate this Agreement by
notice in writing to the defaulting party whereupon :-

(a) the Completion Documents shall be returned to the First Party, with the First Party’
interest intact; and

(b) if the First Party is the defaulting party, the First Party shall pay a sum equivalent to
the amount of ten per centum (10%) of the Purchase Price to the Second Party as
agreed liquidated damages and the First Party shall further refund free of interest
any other monies paid by the Second Party to the First Party herein, to the Second
Party within fourteen (14) days from the date of the First Party’ receipt of the notice
of termination; OR,

(c) if the Second Party is the defaulting party, the First Party shall be entitled to forfeit
a sum equivalent to ten per centum (10%) of the Purchase Price as agreed
liquidated damages and thereafter any other monies paid herein shall be refunded to
the Second Party free of interest within fourteen (14) days from the date of the
Second Party’s receipt of the notice of termination failing which the Second Party
shall pay to the First Party late interest at ten per centum (10%) per annum on the
aforesaid sum calculated on a daily basis from the date of the expiry of said notice
of termination until full payment thereof to the First Party; and

(d) thereafter neither party shall have any claims against the other save and except in
respect of any antecedent breach.

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8. NOTICE

8.1 Any notice, request or demand required to be served by either party hereto on the other
party under the provision of this Agreement shall be in writing and shall be deemed to be
sufficiently served:-

8.1.1 if it is delivered or sent by any party hereto or their solicitors by registered post
addressed to the party to be served at his/her/their/its address herein mentioned
and in such case it shall be deemed (whether it is actually delivered or not) to
have been received at the time within five (5) days from the date of posting; or

8.1.2 if it is delivered or dispatched by the party or at his/her/their/its solicitors by way

of dispatch by hand to the party to be served or at his/her/their/its solicitors, it
shall be deemed to have been received on the same day the notice is so delivered;
or

8.1.3 if it is delivered or sent by facsimile, email or other electronic media, it shall be

deemed to have been received at the time of transmission.

9. CONFIDENTIALITY

The Parties agree to keep confidential the terms of and matters covered in this Agreement
and shall not disclose its contents or give copies thereof to anyone.

10. COST

Each party shall be responsible for and bear their own solicitors' costs. However, the
stamping fees for the transfer and registration of the Companies’ Shares shall be borne
and paid by the Second Party.

11. APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by Malaysian Law and the parties agree to submit
themselves to the jurisdiction of the Malaysian Courts exclusively.

12. WHOLE AGREEMENT

This Agreement (including all agreements and documents referred to, to be entered into or
executed pursuant to the provisions herein) contains the whole agreement between the
parties relating to the subject matter herein and shall supersede any and all promises,

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 representations, warranties, undertakings or other statement whether written or oral made
by or on behalf of one party to the other of any nature whatsoever or contained in any
document given by one party to the other.

13. NO ASSIGNMENT

This Agreement and all rights and obligations hereunder are personal to the parties hereto
and each party hereto shall not assign or attempt to assign any such rights or obligations
to any third party without the prior written consent of the other party hereto, save and
except that the Second Party shall be entitled to nominate a nominee or nominees to
accept the transfer of some or the whole of the Companies Shares that she shall deem fit.

14. SEVERABILITY

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in

any respect under any law, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.

15. SUCCESSORS BOUND

This Agreement shall be binding on each party's respective personal

representatives, executors, successors and permitted assigns.

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IN WITNESS WHEREOF the Parties have hereunto set their respective hands, affixed their
common seals and caused this Agreement to be executed the day and year first above written.

The First Party

Signed by )
zzz )
zzz )
In the presence of:- )
………………………………………

The Second Party

Signed by )
zzz )
zzz )
In the presence of:- )
………………………………………

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