DATED DAY OF , 2021

BETWEEN

TUAN YU MING
(NRIC No. 800504-02-5662)

("THE VENDOR”)

AND

LETCHUMY A/P RAJARETHNAM

(NRIC No. 871127-05-5070)

&

R.UTHAMAN A/L P.RAMACHANDRAN

(NRIC No. 891211-01-6865)

(“THE PURCHASER”)

SALE AND PURCHASE AGREEMENT

Vendor’s Solicitors Purchaser’s Solicitors

MESSRS. KHAIRUL HANAFI & ASSOCIATES
Advocates & Solicitors
No. 351-1 Jalan Bandar Senawang 1
Pusat Bandar Senawang
Senawang
70450 Seremban
Negeri Sembilan Darul Khusus.
Tel : 06-6757 255
Fax: 06-6758 255
Ref: KH/GCY/1373/SPA-V/21
MESSRS. NIK SAFIA & CO.
Advocates & Solicitors
IOI CONEZION, A-1-03A
Connection Commercial
Persiaran IRC3, IOI Resort City
62502, Putrajaya, Malaysia
Tel: 03-8687 5595/ 8685 2990/8685 2991/
019-247 2990
Fax: 03-8687 5596
E-mail: safiaco.law@gmail.com
Ref: 2389/21/C/SPA/SAF/JVH

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 SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made the day and year stated in Section 1 of the First Schedule hereto
BETWEEN the party whose name(s) and description(s) are stated in Section 2 of the First Schedule hereto
(hereinafter referred to/collectively referred to as "the Vendor" which expression shall include his/her/its/their
heirs personal representatives successors-in-title and assigns) of the one part AND the party whose name(s) and
description(s) are stated in Section 3 of the First Schedule hereto (hereinafter referred to/collectively referred
to as "the Purchaser" which expression shall include his/her/its/their heirs personal representatives successors-
in-title and assigns) of the other part.

WHEREAS: -

(i) The Vendor is the registered and beneficial owner of the parcel of Property more particularly described
in Section 4 of the First Schedule hereto (which piece and parcel of property is hereinafter referred to
as "the said Property").

(ii) The said Property is subjected to express conditions or restriction-in-interest (if any), more particularly as
described in Section 5 of the First Schedule hereto.

(iii) The said Property is currently charged (if any) to the party more particularly described in Section 6 of
the First Schedule (hereinafter referred to as “the Existing Chargee”).

(iv) The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the
Vendor the said Property together with all existing fittings and fixtures (hereinafter referred to as “ the
Fittings & Fixtures”) strictly on an “as is where is basis” free from all encumbrances, claims, charges,
liens, easements, caveats, order of court, trusts, equities and any conflicting interests and restraints
whatsoever but subject to all conditions of title affecting the said Property and upon the terms and
conditions herein contained.

(v) The Purchaser may apply to a financial institution (hereinafter referred to as (“the Purchaser’s
Financier”) to finance the purchase of the said Property for the loan (hereinafter referred to as “ the
Purchaser’s Loan”) which the context shall means the sum to be released towards the purchase price
to finance the purchase of the said Property.

(vi) The Vendor shall be represented by the solicitor’s firm more particularly described in Section 7 of the
First Schedule (hereinafter referred to as “the Vendor’s Solicitors”).

(vii) The Purchaser shall be represented by the solicitor’s firm more particularly described in Section 8 of the
First Schedule (hereinafter referred to as “the Purchaser’s Solicitors”).

NOW THIS AGREEMENT WITNESSETH as follows: -

1. AGREEMENT TO SELL AND TO PURCHASE

IN CONSIDERATION of the amount stipulated in Section 1 of the Second Schedule herein paid by
the Purchaser to the Vendor (the receipt whereof the Vendor hereby acknowledges) being a sum paid
by way of deposit and to the account for the Total Purchase Price (hereinafter referred to as “the
Deposit”) the Vendor hereby agree to sell and the Purchaser agrees to purchase the said Property
together with all existing fittings and fixtures strictly on an “as is where is basis” free from all
encumbrances, claims, charges, liens, easements, caveats, order of court, trusts, equities and any
conflicting interests and restraints whatsoever but subject to all conditions of title affecting the said
Property at the Total Purchase Price stipulated in Section 2 of the Second Schedule hereto upon all the
terms and subject to all conditions hereinafter contained and set forth PROVIDED ALWAYS that the
sale herein contained shall be subject to all conditions and restrictions and category of land use express
or implied imposed upon relating to or affecting the said Property or to which the said Property is
subject to.

2. CONDITION PRECEDENT

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 This Agreement is conditional upon the followings being obtained and procured by the relevant
parties (as the case may be) at their own costs and expense within the stipulated period (hereinafter
all the Conditions Precedent mentioned below collectively referred to as “Conditions Precedent”).

STATE AUTHORITY CONSENT

2.1 The Vendor shall obtain the State Authority’s Consent to Transfer of the said Property in favour of the
Purchaser and the Purchaser’s Financier Solicitor shall obtain the State Authority’s Consent to Charge
in favour of the Financier, as the case maybe [hereinafter referred to as “the State Approval”] within
Three (3) months from the date of the Vendor or Purchaser’s Solicitors receipt of Letter of No
Objection from the Vendor’s Existing Chargee (if any) or from the date of the Vendor’s receipt of the
Purchaser’s portion of documents, whichever is the later. [hereinafter referred to as “the State
Approval Period”].

2.2 Both parties shall complete and furnish necessary forms and/or documents and/or particulars required
by the State Authority within fourteen (14) working days from the date of this Agreement.

2.3 The parties hereto hereby agree that this Agreement shall only be unconditional upon the Purchaser’s
Solicitors receipt the Original Copy of the State Approval. The date receipt by the Purchaser’s
Solicitors of the Original Copy of the State Approval hereof shall hereinafter be referred to as “the
Unconditional Date”.

2.4 In the event that the State Approval shall not be obtained within the State Approval Period or within
such extension or extensions of time as may be granted by the Purchaser or if the Vendor’s application
shall at any time hereafter be refused or rejected for whatsoever reason not due to the neglect or default
of the parties or any technical errors, defects or omissions which cannot be rectified, this Agreement
shall be deemed terminated by mutual consent of the parties on the expiry of the State Approval Period
or any extension thereof or upon the Purchaser’s Solicitors’ receipt of State Authority’s notification of
refusal or rejection.

2.5 The Vendor shall within fourteen (14) days from the date of termination of this Agreement refund to
the Purchaser free of interest all monies paid or caused to be paid by the Purchaser under or pursuant to
this Agreement towards the Purchase Price failing which without prejudice to any other right and
remedy available to the Purchaser, the Vendor shall further be liable to pay the Purchaser interest at the
rate of Eight per centum (8%) per annum on the outstanding sum calculated on a day to day basis until
the date of full payment of the outstanding sum to the Purchaser together with interest thereto.

2.6 Simultaneous exchange for the refund, the Purchaser(s) shall redeliver or cause to be redelivered to the
Purchaser’s Solicitors all documents belonging to the Vendor including the original issue document of
title to the said Property (if the same has already been delivered to the Purchaser or the Purchaser’s
Solicitors free and clear of any encumbrances created by the Purchaser and the Financier and with the
interest of the Vendor in the said Property intact and thereafter this Agreement shall become null and
void and of no further effect and neither of the parties hereto shall have any further claim against the
others.

3. PAYMENT OF DEPOSIT & THE BALANCE PURCHASE PRICE

3.1 Subject to the terms and conditions herein contained, the Vendor’s Solicitors are hereby irrevocably
authorised to release the Deposit Sum or any part thereof to the Vendor subject always that the Balance
Purchase Price is sufficient to settle all sums due from the Vendor to the Existing Chargee. The Vendor
shall provide the latest bank statement from the Existing Chargee to show whether the Balance
Purchase Price is sufficient to settle the redemption sum due to the Existing Chargee before the Deposit
Sum is paid to him.

3.2 The Balance Purchase Price (the amount as stipulated in Section 3 of the Second Schedule) shall be
paid by the Purchaser to the Vendor’s Solicitors as stakeholders in the manner and within the
Completion Date or the Extended Completion Date stipulated in Section 4 or 5 of the Second
Schedule and the Third Schedule (if any) respectively.

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3.3 When the Completion Date or the Extended Completion Date falls on a public holiday (Federal or
State) in which the Vendor’s Solicitor or the Purchaser’s Solicitors is located, the Completion Date or
the Extended Completion Date as the case may be shall be extended to the next working day.

3.4 For the avoidance of doubt, in the event that the Balance Purchase Price and late payment interest (if
any) [as defined in Section 5 of the Second Schedule hereto] is made by way of Real-Time Electronic
Transfer of Funds and Securities System (RENTAS) or e-payment or equivalent or the same is
deposited/credited directly into the Vendor’s Solicitors’ clients’ account, such payment shall only be
deemed as received by the Vendor’s Solicitors’ on the date the Vendor’s Solicitors’ received the
written notification together with the documentary proof that such payment has been made by the
Purchaser or the Purchaser’s Financier.

3.5 In application of the payment of the Balance Purchase Price as mentioned in Clause 3.1 above, the
Vendor hereby agree as follows: -

(a) the Vendor shall deliver to the Purchaser’s Solicitors or the Purchaser’s financier Financier
Solicitor the Vendor’s written undertaking (“Vendor’s Undertaking”) to refund the loan sum
released to or for the Vendor’s account in the event that the Memorandum of Transfer cannot
be registered due to any reason whatsoever and/or the Memorandum of Charge cannot be
registered due to any reason whatsoever within seven (7) days from the date of this Agreement
failing which the Completion Period shall be automatically extended free from interest in
favour of the Purchaser by the number of days of delay, from the expiry of the aforesaid seven
(7) days period until the day the Vendor’s Undertaking is received by the Purchaser’s
Solicitors or the Purchaser’s Financier’s Solicitors.

(b) the Vendor shall deliver to the Purchaser’s Solicitors or the Purchaser’s financier Solicitor the
Vendor’s duly affirmed statutory declaration (“Vendor’s Statutory Declaration”) that to the
Vendor’s knowledge, the Vendor is not bankrupt and there is no bankruptcy proceeding
commenced or instituted against the Vendor within seven (7) days from the date of this
Agreement failing which the Completion Period shall be automatically extended free from
interest in favour of the Purchaser Completion Period shall be automatically extended by the
number of days of delay, from the expiry of the aforesaid seven (7) days period until the day
the Vendor’s Statutory Declaration is received by the Purchaser’s Solicitors or the Purchaser’s
Financier’s Solicitors.

(c) the Vendor shall deliver to the Purchaser’s Solicitors or the Purchaser’s financier Financier
Solicitor the Vendor’s redemption statement (“Vendor’s Redemption Statement”) within
seven fourteen (714) days from the date of this Agreement request by the Purchaser’s
Solicitors or the Purchaser’s Financier Solicitors, as the case may be, failing which
Completion Period shall be automatically extended free from interest in favour of the
Purchaser from the expiry of the aforesaid seven fourteen (714) days period until the day the
Vendor’s Redemption Statement is received by the Purchaser’s Solicitors or the Purchaser’s
Financier’s Solicitors.

(d) In the event that the redemption sum shall exceed the Balance Purchase Price, the Vendor
shall within seven fourteen (714) days from the date of this Agreement or being notified by the
Purchaser’s Solicitors deposit with the Purchaser’s Solicitor the difference between the
Redemption Sum and the Balance Purchase Price (“Top Up Sum Receipt”) failing which the
Completion Period shall be automatically extended free from interest in favour of the
Purchaser by the number of days of delay, from the expiry of the aforesaid seven fourteen
(714) days period until the day the Top Up Receipt is received by the Purchaser’s Solicitors
or the Purchaser’s Financier’s Solicitors.

(e) the Vendor shall deliver to the Purchaser’s Solicitors or the Purchaser’s Financier’s Solicitors,
the duly paid current year quit rent and assessment receipt (“Quit Rent and Assessment
Receipt”) within seven (7) days from the date of this Agreement failing which the Completion
Period shall be automatically extended free from interest in favour of the Purchaser by the
number of days of delay, from the expiry of the aforesaid seven (7) days period until the day
the duly paid current year quit rent and assessment receipt is received by the Purchaser’s
Solicitors or the Purchaser’s Financier’s Solicitors.
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 (f) In the event that the Vendor’s existing loan with the Existing Chargee has been fully redeemed
by the Purchaser’s Financier, the Vendor shall within seven fourteen (714) from the date of the
disbursement of redemption sum has been made to the Existing Chargee, deliver to the
Purchaser’s Solicitors or the Purchaser’s Financier’s Solicitors the Original Issued Documents
of Title, Discharge of Charge duly executed by the Existing Chargee and other applicable
documents necessary to register the Discharge of Charge (“Original & Discharge
Documents”) failing which the Completion Period shall be automatically extended free from
interest in favour of the Purchaser by the number of days of delay, from the expiry of the
aforesaid seven fourteen (714) days period until the day the Original & Discharge Documents
is received by the Purchaser’s Solicitors or the Purchaser’s Financier’s Solicitors.

3.6 For the purpose of this Agreement, all moneys paid by the Purchaser to the Vendor’s Solicitors as
stakeholders shall be deemed to have been paid to and received by the Vendor.

4. MEMORANDUM OF TRANSFER

4.1 The parties hereto shall simultaneously with the execution of this Agreement, execute a valid and
registrable Memorandum of Transfer in Form 14A of the National Land Code No. 56 of 1965
(hereinafter referred to as "the Transfer") of the said Property in favour of the Purchaser and deliver the
same together with other relevant documents to the Purchaser’s Solicitors for the sole purpose of
submitting the said Transfer for adjudication of ad valorem stamp duty payable and the Purchaser’s
Solicitors shall hold the same as stakeholders pending the completion of the sale. The Purchaser shall
and hereby undertake to pay the stamp duty payable on the Transfer as soon as possible after receipt of
notification from the Purchaser’s Solicitors of the amount payable and in any event within the time
period specified in such notification.

4.2 In the event that the Property is under Malay Reserve Land, the parties shall execute a valid and
registrable Memorandum of Transfer in front of District Officer within fourteen (14) working days
after execution of this Agreement and thereafter deliver the same together with other relevant
documents to the Purchaser’s Solicitors for the sole purpose of submitting the said Transfer for
adjudication of ad valorem stamp duty payable and the Purchaser’s Solicitors shall hold the same as
stakeholders pending the completion of the sale.

4.3 The Purchaser’s Solicitors are hereby irrevocably authorized by the parties hereto :-

(a) to present the Memorandum of Transfer in favour of the Purchaser for registration upon full
payment of the Balance Purchase Price or;

(b) to release the duly adjudicated and stamped Transfer to the Purchaser’s Financier’s Solicitors for
the purpose of presenting the Transfer in favour of the Purchaser and the charge in favour of the
Purchaser’s Financier for registration subject always upon :-

(i) the differential sum between the Balance Purchase Price and the Purchaser’s Loan
(hereinafter referred to as “the said Difference”) being fully paid by the Purchaser to the
Vendor’s Solicitors as stakeholders; and

(ii) the Vendor’s Solicitors has received the Purchaser’s Financer’s Undertaking address to
the Vendor to release the Purchaser’s Loan on or before the Completion Date and
Extended Completion Date agreed by both parties and

(iii) the Redemption Sum has been paid to the Existing Chargee (if applicable).

4.4 If this Agreement is terminated or rescinded pursuant to and in accordance with the provisions of this
Agreement, the Purchaser’s Solicitors shall be entitled to retain the Memorandum of Transfer in
connection with applying to the Collector of Stamp Duty for a refund of the stamp duty as may have
been paid on the same provided the Purchaser’s solicitors confirm to the Vendor of the cancellation of
the Memorandum of Transfer for the purpose of seeking a refund of the stamp duty paid.

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4.5 If there is any delay in the presentation of the Transfer for registration solely due to the fault omission
on the part of the Vendor, the Vendor shall bear and pay and reimburse the Purchaser and keep the
Purchaser fully reimbursed for any penalty that may be imposed by the relevant land registry for the
delay in presentation.

5. DEPOSIT OF DOCUMENTS

5.1 Upon execution hereof, the Vendor shall deposit with the Purchaser’s Solicitors the following
documents: -

(a) a copy of Issue Document of Title duly registered in the name of the Vendor in respect of the
said Property.

(b) a certified true copy of the paid current year quit rent & assessment receipts all duly paid to
current year / to date (if available) in respect of the said Property;

(c) a coloured and clear certified true copy of the Vendor’s national registration of Identity Card;

(d) If the Vendor is an incorporated company under the Companies Act 2016, the Vendor shall
also forthwith deliver or cause to deliver to the Purchaser’s Solicitors the certified true copies
by their respective company secretary of the following documents: -

(i) Form 24, 34, 44, 49 and Memorandum and Articles of Association of the Vendor;

(ii) Company Change of Name;

(iii) Board of Director’s Resolution of the Vendor resolving inter alia that the Vendor
dispose the property upon the terms and conditions contained herein and that any
Directors shall be authorized to execute this Agreement, the Memorandum of Transfer
and that the authority be given for the common seal to be affixed on this Agreement and
the Memorandum of Transfer in accordance with the Article of Association of the
Vendor and;

(iv) A certified true copy of all the Directors NRIC, if any.

(e) the Vendor’s Income Tax Number and the address of the Branch Office where the Vendor’s
file is presently maintained;

(f) a certified true copy of the Certificate of Fitness for Occupation in respect of the Said
Property;

(g) a copy of the statement of account issued by the Vendor’s Existing Chargee Bank indicating
the outstanding sum of the Vendor’s Loan;

(h) a copy of the statement of account for maintenance/service charges, sinking fund, fire
insurance premium and all other outgoings in respect of the said Property, duly paid up to date
(if applicable);

(i) a copy of the latest fire insurance policy (if applicable);

(j) and such other documents as shall be incumbent upon the Vendor to produce in order to
facilitate and effect the registration of the Transfer.

PROVIDED always that if the Vendor shall take more than three seven (37) days from the date of this
Agreement deliver the said documents to the Purchaser’s solicitors, the Vendor shall allow the
Purchaser an extension of time which corresponds with the period of such delay without interest to pay
the outstanding Balance Purchase Price.

5.2 The Purchaser shall upon execution of this Agreement to deposit with the Purchaser’s Solicitors the
following documents: -
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 (a) a coloured and clear certified true copy of the Purchaser’s national registration of Identity
Card;

(b) If the Purchaser is an incorporated company under the Companies Act 2016, the Vendor shall
also forthwith deliver or cause to deliver to the Purchaser’s Solicitors the certified true copies
by their respective company secretary of the following documents: -

(i) Form 24, 34, 44, 49 and Memorandum and Articles of Association of the Vendor;

(ii) Company Change of Name;

(iii) Board of Director’s Resolution of the Purchaser resolving inter alia that the Purchaser
acquire the property upon the terms and conditions contained herein and that any
Directors shall be authorized to execute this Agreement, the Memorandum of
Transfer and that the authority be given for the common seal to be affixed on this
Agreement and the Memorandum of Transfer in accordance with the Article of
Association of the Purchaser and

(iv) A certified true copy of all the Directors NRIC, if any.

(c) the Purchaser’s Income Tax Number and the address of the Branch Office where the
Purchaser’s file is presently maintained.

6. DEPOSIT OF THE ORIGINAL TITLE

Deposit of Title Deeds by Vendor

6.1 If the Said Property is free from encumbrances, the Vendor shall simultaneously with the execution of
this Agreement deliver and deposit the Title Deed with the Vendor’s Solicitors as stakeholders to be
dealt with in accordance with the provisions herein.

Release of Title Deed

6.2 Simultaneously with the payment of the Balance Purchase Price to the Purchaser’s Solicitors:

(a) if the Said Property is free from encumbrances, the Vendor are irrevocably authorised to release
and shall release the Title Deed to the Purchaser’s Solicitors to facilitate the presentation of the
Transfer in favour of the Purchaser for registration.

(b) if the Said Property is charged to the Existing Chargee, the Vendor shall authorize the Existing
Chargee to release the Title & Discharge Documents to the Purchaser’s Solicitors or the
Purchaser’s Financier’s Solicitors as the case may be upon payment of the Redemption Sum by
the Purchaser and/or the Purchaser’s Financier provided the provisions of Clause 4.4 above have
been complied with.

7. COMPLETION OF THE PURCHASE

Loan to Finance the Purchase

7.1 If a Loan is being taken from the Purchaser’s Financier to finance the purchase of the Said Property,
the Purchaser shall before the Completion Date or Extended Completion Date as the case may be:

(a) pay to the Vendor’s Solicitors as stakeholder the Differential Sum (if any);

(b) if the Said Property is charged, the Purchaser shall at his own costs and expenses ensure and
authorize the Purchaser’s Financier to release part or all of the Loan to redeem the Said
Property from the Existing Chargee for the account of the Vendor;

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 (c) if the Purchaser does not take a loan, the Purchaser shall with his own funds redeem the said
Property from the Existing Chargee. The Vendor shall authorize the existing Chargee to
release the Original Issue Document of Title and Discharge documents to the Purchaser’s
Solicitors upon payment of redemption sum by the Purchaser provided that the provisions of
Clause 4.3 (b) (i) and (iii) above have been complied with.

All such payments made by the Purchaser’s Financier or the Purchaser’s Solicitors shall be credited
towards payment of the Balance Purchase Price by the Purchaser.

If the Said Property is charged by the Vendor

7.2 For the purpose of effecting the redemption of the Said Property, the Vendor shall within seven
fourteen (714) days from the date of this Agreement request by the Purchaser’s Solicitors or the
Purchaser’s Financier Solicitors, as the case maybe, procure from the Existing Chargee in writing: -

(a) the Redemption Statement; and

(b) an undertaking from the Existing Chargee addressed to the Purchaser’s Solicitors if the
Purchaser does not take a Loan or if the Purchaser is taking the Loan addressed to the
Purchaser’s Financier's Solicitors that the Existing Chargee will on receipt of the Redemption
Sum forward to the Purchaser’s Solicitors or the Purchaser’s Financier or its Financier's
Solicitors as the case may be the Discharge Documents within seven fourteen (714) days from
the date of the Existing Chargee's receipt of the Redemption Sum.

and forward the same to the Purchaser’s Solicitors for their onward transmission to the Purchaser’s
Financier’s Solicitors (if any).

Vendor’s obligation if the Redemption Sum exceeds the Balance Purchase Price

7.3 In the event that the Redemption Sum due to the Existing Chargee shall exceed the Balance Purchase
Price, the Vendor shall deposit the Top Up Sum with the Purchaser’s Solicitors who shall forward the
same to the Existing Chargee before the disbursement of the Loan by the Purchaser’s Financier can be
affected.

Extension of Time

7.4 In the event that: -

(a) the Vendor shall fail to provide the Redemption Statement or the undertaking from the
Existing Chargee as provided in Clause 6.2 within the time stipulated therein; or

(b) the Vendor shall fail to pay to the Purchaser’s Solicitors the shortfall of the Redemption Sum
within seven fourteen (714) days of the receipt of the Redemption Statement by the Vendor or
the Purchaser’s Solicitors as mentioned in Clause 6.3 above; or

(c) the Existing Chargee on receipt of the Redemption Sum shall fail to forward the Discharge
Documents within seven fourteen (714) days of the receipt of the same; or

(d) the Vendor fails or neglects to provide the Undertaking to Refund as required within seven
fourteen (714) days from the date of request by the Purchaser’s Solicitors or the Purchaser’s
Financier Solicitors, as the case maybe,this Agreement; or

(e) if the Vendor shall fail or neglect to remedy a breach of his/its undertaking, covenant,
representations or warranties herein agreed within seven fourteen (714) days of being notified
in writing to do so; or

(f) if the Memorandum of Transfer, Memorandum Charge, Discharge and any other relevant
documents are to be presented (hereinafter referred as “Presentation documents”) at the
relevant land office for registration but due to circumstances including but are not limited to

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 any government acts or orders (such as Movement Control Order etc) resulting to the closure
for registration of documents/instruments ay the relevant land office and/or ;

(g) if the relevant land office cannot accept any such presentation of documents for registration
for any reason whatsoever but not due to the fault or neglect of the Purchaser’s Solicitors/ the
Purchaser’s Financier’s Solicitors and/or ;

(h) there is a delay caused by the relevant land office to issue the presentation receipt and/or
Original Title duly registered in favour of the Purchaser and Charge in favour of the
Purchaser’s Financier (if any) resulting the Purchaser’s Solicitor/Purchaser’s Financier
Solicitors unable to advice the Purchaser’s Financier for the release of the loan sum;

then in any of such event, the period of delay shall be deemed to be time extended in favour of the
Purchaser free from any interest for the Completion Date or Extended Completion Date as the case
maybe.

8. RELEASE OF THE BALANCE PURCHASE PRICE

8.1 The parties hereto hereby expressly agree and the Vendor’s Solicitors are hereby expressly authorised
by the parties hereto to utilise and deal with the balance of the Purchase Price upon the receipt thereof
in the following manner and priority: -

(a) payment of all charges (water, electricity and Indah Water) and other lawful outgoings, if any,
payable by the Vendor in respect of the Property for period prior to the Vacant Possession
Date;

(b) the payment of the Redemption Sum to the Existing Chargee (if any);

(c) the Purchaser’s Solicitors to deduct the RPGT Retention Sum (herein defined) (if any);

(d) the remaining balance thereof to be released to the Vendor upon expiry of seven (7) days after
the date of presentation of the Memorandum of Transfer in favour of the Purchaser and
Charge in favour of the Financier at the appropriate Land Registry;

or seven (7) days after the Original title deed of the Said Property and all the other relevant
documents required for registration have been delivered to the Purchaser’s Solicitors or the
Purchaser’s Financier’s Solicitors for the presentation of the Memorandum of Transfer and
Charge (if any) for registration; whichever is the earlier

PROVIDED THAT

a search conducted at the time of presentation reveals that the Said Property shall be free from
encumbrances other than the existing charge/lien and private caveat (if any) lodged by or on
behalf of the Purchaser and/or the Purchaser’s Financier AND PROVIDED FURTHER that
vacant possession of the Said Property has been delivered to the Purchaser.

9. NON-COMPLETION BY THE PURCHASER

9.1 In the event that the Purchaser fails to pay the Balance Purchase Price by the Completion Date or the
Extended Completion Date as the case may be other than through any delay, act of default or omission
on the part of the Vendor, then the Vendor is entitled to terminate this Agreement and to forfeit the
Deposit Sum (“the Forfeited Sum”), as agreed liquidated damages PROVIDED that the Vendor shall
within fourteen (14) days from the date of such termination, refund or cause to be refunded without
interest all monies paid by the Purchaser towards the Purchase Price in excess of the Forfeited Sum
(“the Refunded Sum”).

9.2 Upon the Purchaser receipt of such refund stated in Clause 8.1 above, the Purchaser and/or the
Purchaser’s Solicitor shall forthwith:-

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 (i) re-deliver or cause to be re-delivered to the Vendor all the related Vendor’s
Documents and/or the Security Documents (if any), if the same have been delivered
to the Purchaser or the Purchaser’s Solicitors with the Vendor’s interest therein fully
remain intact;

(ii) re-deliver or cause to be re-delivered to the Vendor vacant possession of the Said
Property, if the same has been delivered by the Vendor to the Purchaser, prior to the
Completion Date or the Extended Completion Date, as the case may be;

(iii) cause the Purchaser’s Solicitors to withdraw the Memorandum of

Transfer from the stamp duty office for the purpose of cancellation. Provided That if
the stamp duty on the Memorandum of Transfer has been paid, the Purchaser shall be
entitled to surrender the Transfer to the stamp duty office for cancellation of the
stamp to enable the Purchaser to obtain a refund of the stamp duty paid;

(iv) cause the Purchaser’s Solicitors or the Purchaser’s Financier to

withdraw the Private Caveat lodged by the Purchaser and/or the Purchaser’s
Financier (if any) pursuant to the terms of this Agreement;

and thereupon this Agreement shall become null and void and shall cease to have any further effect and
neither party hereto shall have any further claims against the other save and except for any antecedent
breach.

9.3 If the Refunded Sum is not paid within the time stipulated above, the Purchaser shall have the right to
tender the Balance Purchase Price and interest at the at the rate of Eight per centum (8%) per annum
to complete the purchase of the Said Property (unless before such payment the Vendor shall have
refunded the Refunded Sum and interest (if any) to the Purchaser) upon which event the sale herein
shall notwithstanding the termination by the Vendor be deemed to be still valid and subsisting for the
Purchaser to complete the sale.

9.4 Notwithstanding the provisions of Clause 9.1, the Vendor shall if he so wishes elect to demand specific
performance of this Agreement by the Purchaser as well as to claim damages for any losses suffered by
the Vendor consequent upon the Purchaser’s breach.

10. NON-COMPLETION BY THE VENDOR

10.1 In the event that the Vendor fails or refuses to complete the sale of the Said Property and/or to comply
with all or any of his obligations under this Agreement or shall be in breach of any of its
representations and warranties in this Agreement hereof or otherwise provided in this Agreement, the
Purchaser shall be entitled to either:

(a) the remedy of specific performance against the Vendor, and in addition thereto to claim damages
and all relief for any losses suffered by the Purchaser consequent upon the Vendor’s breach.

(b) without prejudice to the Purchaser’s right to specific performance above, terminate this
Agreement forthwith by written notice to the Vendor whereupon the Vendor shall within fourteen
(14) days from the date of such termination:

(i) refund or cause to be refunded to the Purchaser all monies paid by the Purchaser
towards the Purchase Price including but not limited to the Deposit Sum or any part
thereof duly and any other monies paid by the Purchaser to or on behalf of the
Vendor pursuant to this Agreement;

(ii) further pay to the Purchaser the sum of equivalent to ten per cent (10%) of the
Purchase Price as agreed liquidated damages; and

(iii) in addition, thereto to claim damages including solicitors’ cost and all relief for any
losses suffered by the Purchaser consequent upon the Vendor’s breach.

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 (iv) If the Refunded Sum and the agreed liquidated damages is not paid within the time
stipulated above, the Vendor shall pay interest at the at the rate of Eight per centum
(8%) per annum on a daily basis until full settlement. The Purchaser shall be
entitled to institute legal proceedings and obtained summary judgment against the
Vendor for the recovery of the sum to be refunded or unpaid together with interest
thereon at the aforesaid rate (after as well as before judgment) and in such event, the
Vendor shall also indemnify and reimburse the Purchaser against all legal costs
disbursements fees whatsoever incurred and loss suffered by the Purchaser in relation
thereto or consequential thereupon.

AND upon the Purchaser’s receipt of such refund, the aforesaid damages and interest for late
refund (if any), this Agreement shall be of no further force and effect and thereafter neither
party shall have any claim against each other. The Purchaser shall redeliver or cause to
redeliver the Original Title and all other documents herein forwarded to the Purchaser, the
Purchaser’s Solicitors and/or the Financier’s Solicitors with the Vendor’s interest therein fully
intact and unencumbered and re-delivery of the vacant possession of the said Property (if the
same have been delivered by the Vendor to the Purchaser)to the Vendor and, at the
Purchaser’s cost and expense, withdraw any caveat lodged by the Purchaser and/or the
Purchaser’s Financier, if any.

(c) notwithstanding with clause 10.1 (b) above, for recovery of the sum to be refunded or unpaid by
the Vendor to the Purchaser, the Vendor shall allow the Plaintiff to institute legal proceedings and
obtained summary judgment against the Purchaser for recovery or demand any money together
with any interest incurred thereon.

10.2 The Vendor shall indemnify and keep the Purchaser’s indemnified of all costs and expenses paid and/or
incurred by the Purchaser in connection with the enforcement of either of the above action (including
but not limited to the Solicitors’ fees and costs on a solicitor and client basis).

11. NON-REGISTRATION OF TRANSFER

11.1 If the Transfer shall be rejected by the appropriate authorities for registration in favour of the Purchaser
for any reason whatsoever and not attributable to any fault or blameworthy conduct on the part of the
Vendor and/or the Purchaser, or defect which cannot be rectified by the Vendor and/or the Purchaser
and the parties having exhausted all attempts to rectify the same, the Purchaser shall be entitled to
terminate the transaction herein whereupon the Vendor shall within fourteen (14) working days upon
receipt of notice from the Purchaser or the Purchaser’s Solicitors of such non-registration refund to the
Purchaser all monies paid by the Purchaser hereunder towards the account of the Total Purchase Price
free of interest failing which the Vendor shall pay interest at the rate of Eight per centum (8%) per
annum on a daily basis on the unpaid sum from the date of the expiration of the said fourteen (14)
working days from the receipt of such notice until the date of full repayment.

11.2 Simultaneous with the payment and refund by the Vendor to the Purchaser of all the monies
hereinbefore mentioned, the Purchaser shall, if vacant possession has been delivered to him, redeliver
vacant possession of the said Property to the Vendor together with the Transfer and all other documents
herein forwarded to the Purchaser, the Purchaser’s Solicitors and/or the Financier’s Solicitors with the
Vendor’s interest therein fully intact and unencumbered, whereupon this Agreement shall deem to be
null and void and neither party shall have any further claim against the other save in respect of any
antecedent breach of this Agreement.

11.3 If the Transfer shall be rejected by the appropriate authorities for registration in favour of the Purchaser
due to fault or blameworthy conduct solely on the part of the Vendor and if the Vendor shall fail,
neglect or refuse after the expiry of fourteen (14) days written notification is given to the Vendor to
remedy or conduct any necessary act and/or to provide any related documents necessary to rectify or to
effect the said Transfer to be re-presented for registration to the land registry/office concern, the
Purchaser shall be entitled to terminate the transaction herein and exercise his right under Clause 10
hereof whereupon the Vendor shall within fourteen (14) working days upon receipt of the termination
notice from the Purchaser or the Purchaser’s Solicitors refund to the Purchaser all monies paid by the
Purchaser hereunder towards the account of the Total Purchase Price .

11
11.4 Simultaneous with the payment and refund by the Vendor to the Purchaser of all the monies
hereinbefore mentioned, the Purchaser shall, if vacant possession has been delivered to him, redeliver
vacant possession of the said Property to the Vendor together with the Transfer and all other documents
herein forwarded to the Purchaser, the Purchaser’s Solicitors and/or the Financier’s Solicitors with the
Vendor’s interest therein remain fully intact and unencumbered, whereupon this Agreement shall deem
to be null and void and neither party shall have any further claim against the other save in respect of
any antecedent breach of this Agreement.

11.5 For the purposes of this Clause, any non-registration by virtue of any errors or mistakes in the
preparation of the registration documents or otherwise that can be remedied shall not be a ground for
termination of this Agreement.

12. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976 (“the Act”)

12.1 The Vendor covenants to pay for the Real Property Gains Tax (if any) assessed by the relevant
authority for the sale of the Said Property.

12.2 Both parties hereto shall comply with the relevant provisions of the Real Property Gains Tax Act 1976
and any subsequent amendments thereto (“the Act”) with regard to this transaction by submitting to
the Director-General of Inland Revenue, Malaysia (“the Director-General”) within sixty (60) days from
the date of this Agreement (“the Prescribed Period”) a notification of disposal and/or acquisition as the
case may be in the prescribed form, together with all such particulars as are called for thereby.

12.3 Pursuant to section 21B as amended of the Act, the Purchaser’s Solicitors has to retain the RPGT
Retention Sum and remit the same to the Director-General of Inland Revenue within the Prescribed
Period. In this respect, the Vendor authorizes the Purchaser’s Solicitors to retain the RPGT Retention
Sum from the Deposit Sum as stakeholder and remit the same to the Director-General for the account
of the Vendor within the Prescribed Period.

12.4 In the case where the Vendor is a natural person:-

(i) disposing the said Property in the sixth (6th) year of its acquisition or that has elected to make
an application for exemption under Paragraph 9 of the Schedule 3 of the Real Property Gains
Tax 1976;

(ii) disposing the said Property between 1st June 2020 to 31st December 2021 and has elected to
make an application for exemption for three (3) unit of the residential property;

the parties hereto hereby agree to waive the RPGT Retention Sum provided the Vendor shall
furnish to the Purchaser’s Solicitors with a certified copy of Form CKHT 3 filed by the
Vendor with the Director-General before the Completion Date or Extended Completion Date
or fourteen (14) days before the expiry of the Prescribed Period, whichever is the earlier.

12.5 Without prejudice to the generality of the foregoing, the Vendor hereby agree(s), covenant(s), and
undertake(s) with the Purchaser and the Purchaser’ Solicitor to keep the Purchaser and the Purchaser’
Solicitor fully indemnified against all tax liabilities, claims, costs, damages, fines or penalties incurred
or in connection with any late or non-payment of the tax payable by the Vendor under the Real
Property Gains Tax Act, 1976.

13. APPORTIONMENT OF OUTGOINGS

13.1 The Vendor shall deposit a copy of the current quit rent receipt and assessment receipt with the
Purchaser’s Solicitors upon execution of this Agreement.

13.2 On the date of delivery of vacant possession of the said Property by the Vendor to the Purchaser, the
Vendor shall deliver to the Purchaser documentary evidence that all outstanding rates and outgoings in
respect of the said Property have been paid.

13.3 All quit rent, assessment charges, rates, taxes, sewerage charges and other outgoings (if any) except the
tax payable under the Act payable in respect of the said Property shall be apportioned between the
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 parties hereto as at the date of vacant possession being delivered by the Vendor to the Purchaser and
any sum or sums due by virtue of such apportionment shall be paid by the Purchaser to the Vendor in
exchange for vacant possession PROVIDED ALWAYS THAT the Vendor shall indemnify the
Purchaser and/or the Purchaser’s heirs, personal representative and permitted assigned in respect of any
late payment by the Vendor of such aforesaid payments incurred prior to the date of delivery of vacant
possession.

14. VACANT POSSESSION

14.1 The Vendors shall deliver vacant possession of the said Property to the Purchaser within five (5)
working days from the date of receipt of the Balance Purchase Price by the Vendor’s Solicitors as
stakeholder together with late payment interest and apportionment sum [hereinafter called ‘the
Delivery Date”]. In the event that the Vendors fail to deliver vacant possession of the said Property to
the Purchaser within the said Delivery Date, the Vendors shall pay the Purchaser late penalty charges at
the rate of Eight per centum (8%) per annum on the full Purchase Price calculated on daily basis
until the date of handing over vacant possession to the Purchaser and the Purchaser is also entitled to
the remedy of law of specific performance.

14.2 The delivery of vacant possession of the said Property to the Purchaser shall be deemed delivered to the
Purchaser upon the following has been fully complied [whichever is applicable]: -
(i) the full set of keys to the said Property; and
(ii) the access card to the said Property/ Car Park (if any);

14.3 For the avoidance of any doubt, the term “vacant possession” shall mean: -

(i) the said Property being vacant, clean and maintenance of the property in a good condition and
substantially be in and of the same condition state nature and character as at the first
inspection of the Property and

(ii) a complete set of keys to the said Property being forwarded to the Purchaser’s Solicitors or the
Purchaser, as the case may be.

14.4 The Vendor is fully aware and agreed that the Vendor’s Solicitors shall not release the balance
purchase price together with interest (if any) to the Vendor until the Vendor has complied with Clause
14 and Clause 15 herein failing which the Purchaser shall be entitled to act under Clause 10 above.

15. INSPECTION OF THE SAID PROPERTY

15.1 The said Property shall be deemed to have been inspected by the Purchaser who shall be deemed to
have purchased and accepted the same in the condition and state as at the time of the execution of this
Agreement and the Property shall be delivered to the Purchaser in the similar state and condition (fair,
wear and tear excepted).

15.2 The Vendor covenants with the Purchaser the said Property including the fitting and fixture (if any)
shall substantially be in and of the same condition between the date of this Agreement and the date of
delivery of vacant possession.

15.3 Both parties hereby agree that the Purchaser Solicitors shall retain a sum of RM2,000.00 (hereinafter
referred to as “the said Repair Sum”) from the balance Purchase as to ensure that the Property is
substantially be in and of the same condition between the date of this Agreement and the date of
delivery of vacant possession and further the Vendor has fully settled the utilities and outgoings of the
Property.

15.4 The Purchaser’s Solicitors is hereby authorised by the parties hereto to release the said Repair Sum to
the Vendor upon the expiry of fourteen (14) days from the date of the Vacant Possession is delivered to
the Purchaser in the event that there is no notification from the Purchaser in accordance to Clause 14.4
herein.

15.4 In the event that the Property is not in the similar state and condition as at the time of execution of this
Agreement, the Purchaser or the Purchaser’s Solicitors shall within five (5) working days after
13
 received the full set of keys notify the Vendor the defects of the property (if any). The Vendor shall
rectify the defects within seven (7) days from the date of such notification, failing which, the Purchaser
may at his own cost and effort rectify the same and entitled to claim from the Purchaser’s Solicitors the
said cost of rectification.

15.5 Both parties hereby agree that, in the event that cost of rectification is more than RM2,000.00 or if
there is a disputes between parties regarding to the defects or disputes on the cost of rectification, both
parties shall independently get legal advice from any person other than SPA Solicitors and may refer
this matter to the Court of Malaysia or Housing Tribunal to determine the issues.

15.6 In the event both parties are satisfied that the Property is in the similar state and condition as at the time
of execution and both parties are satisfied that the agreed Repairs/rectification have been done (if any),
the Purchaser shall not make any further claims against the Vendor on any repairs and/or any damage
after the delivery of vacant possession.

16. WARRANTY AND UNDERTAKING BY THE VENDOR AND THE PURCHASER

16.1 The Vendor hereby covenants, undertakes, warrants, and represents to and with the Purchaser: -

(a) The Vendor is the absolute beneficial and/or registered owner of the Said Property and save and
except the Existing Chargee (if any) no third party has any claim whatsoever over and in respect
of the Said Property;

(b) Save and except for the Existing Chargee’s interest (if any), the Vendor is fully capable to sell
and transfer the Said Property to the Purchaser and in doing so, the Vendor will not contravene
any law or breach any contractual obligations or any trust on the Vendor’s part;

(c) Save and except for the Existing Chargee’s interest (if any), there is no other charge, caveat,
easement, lien or other encumbrance whether legal or equitable, registered, lodged or otherwise
affecting the Said Property or any part thereof;

(d) upon the execution of this Agreement that the Vendor shall not whether by himself or his
attorney (if any), mortgage, charge, transfer, sell, lease, let, convey or otherwise deal with the
said Property so as to encumber, encroach upon or divest the Purchaser of his rights, title and
interest to the said Property

(e) Where the Vendor is a natural person, the Vendor is not a bankrupt and has not committed any
act of bankruptcy or is a subject of any bankruptcy proceedings;

(f) The Vendor is of full age and sane and no events has occurred or will occur which may impair
the Vendor’s ability to perform the obligations hereunder;

(g) Where the Vendor is a limited company, there is no pending or threatened winding-up petition
or proceedings and no steps have been taken or are being taken to appoint a receiver and/or
manager to take over the assets of the Vendor or to appoint a liquidator which might impair the
Vendor’s abilities to perform the obligations hereunder;

(h) There are no prohibitory orders, charging orders or notice of seizure affecting the Said Property
or any part thereof or any notice which renders dealings in respect of the Said Property or any
part thereof null and void or voidable;

(i) The Said Property is not affected by any of the following matters:

(i) any outstanding dispute, notice, complaint or any exception, reservation, right,
covenant, restriction or condition of an unusual nature or which affects or might in
the future affect the Purchaser’s enjoyment of the Said Property as the registered
owner thereof; and

(ii) any notice, order, demand, requirement or proposal or any government or statutory
body for acquisition, the carrying out of any work, the discontinuance of any use or
14
 the imposition of any condition affecting the Said Property or any part thereof or the
prohibition of any transfer in respect of the whole or any part of the Said Property;

(j) All conditions affecting the Said Property whether expressed or implied have been duly complied
with and the Vendor has not done or suffered to be done or omitted any act, matter or thing in or
respecting the Said Property which may render the same liable to forfeiture or which may
contravene the provisions of any legislation now in force affecting the Said Property;

(k) If the Vendor is selling the Said Property with vacant possession, there is no tenants, occupiers or
squatters on the Said Property;

(l) All quit rent, assessment, rates, taxes, Indah Water dues and other outgoings in respect of the Said
Property have been paid to the current year / to-date and if they are not at the date hereof, will be
paid in full before the Purchaser’s Solicitor and/or Purchaser’s Financier Solicitor advice for
redemption and before the Purchaser’s Solicitor and/or the Purchaser’s Financier Solicitor present
the Memorandum of Transfer at relevant Land Office by the Completion Date or Extended
Completion Date as the case may be;

(m) There are no underground structure including but not limited to any ground anchor, which the
Vendor has given permission, authority or licence to any party to install in or under the Said
Property or any part thereof;

(n) The building(s) or structures (if any) including the common fencing surrounding the Said Property
has not encroached onto the said Property;

(o) Where there is a completed building on the Said Property, that the building has been constructed
and completed in accordance with the approved building plan and that a Certificate of Fitness for
Occupation (not being a temporary Certificate) has been issued by the relevant authority. There are
no unauthorised renovations done to the Said Property and if any renovation has been done,
permission has been obtained from the relevant authority to do such renovation. If so required by
the Purchaser, the Vendor shall give a copy of the Certificate of Fitness for Occupation and any
renovation plan approval (if any) to the Purchaser;

(p) The recitals to this Agreement and the facts recited herein are true and accurate in all respects;

(q) The Vendor has not entered into any agreement with any other party to sell the Said Property or
any part thereof to any other party which is still valid and subsisting.

(r) There are no suits or actions before any court, arbitration, legal or administrative proceedings or
other proceeding or governmental investigation pending or threatened against the Vendor which
affects or will affect the Said Property or the transaction contemplated hereby and no judgment has
been obtained against the Vendor which remains unsatisfied;

(s) There is no judgement in default had been obtained by the existing Chargee against the Vendor for
non-payment of the existing loan and there is no auction proceedings over the said Property.

(t) The Vendor under his own personal obligation to continue serve the loan to the existing Chargee
until the said Property is fully redeemed by the Purchaser.

(u) The Vendor fully indemnify the Purchaser or the Purchaser’s Solicitors against any his obligation
towards the existing charge, all fines, penalties and payment in respect of the said Property arising
prior to the Completion Date or Extended Completion Date as the case maybe and attributable to
the Vendor.

16.2 The Vendor acknowledge that the Purchaser is entering into and executing this Agreement in reliance
upon the Vendor' representations and warranties as set out in this Clause and that such representations
and warranties form the basis of the Purchaser entering into this purchase.

16.3 Each representation and warranty are to be construed independently and is not limited by reference to
any other representation or warranty.
15
16.4 Any investigation (whether before or after the date of this Agreement) made by or for the Purchaser in
respect of the Said Property shall not affect the rights, powers, authorities and discretions of the
Purchaser if a representation or warranty is not true or incorrect or is misleading.

16.5 The parties hereto hereby further agree that the truth and correctness on all matters stated in the
representations and warranties hereinabove contained are accurate in this Agreement and shall form
the basis of the Vendor’s and Purchaser’s agreement to the sale and purchase of the said Property.

16.6 Each representation and warranty shall survive the execution of this Agreement and shall be deemed to
have been reiterated as at the Completion Date or the Extended Completion Date.

16.7 The Vendor shall at all times save harmless indemnify and/or keep indemnified the Purchaser and his
successors-in-title and assigns against all actions proceedings damages penalties claims and demands
by reason of the covenants declarations representations as set forth herein or any of them and the
Purchaser may at his option in the event of such breach(es) misrepresentation(s) or non-fulfillment
terminate this Agreement and claim from the Vendor all damages, losses, expenses and costs incurred
as a result of such termination.

16.8 The Vendor acknowledges that the Purchaser has agreed to enter to this Agreement on the basis of and
in full reliance upon the aforesaid representation warranties and declarations which is true and correct
in all respect and none of the said representation warranties and declarations shall be deemed in any
way modified or discharged by the completion of the sale and purchase hereunder of the said Property.
It is hereby agreed that in the event that there is a breach of covenants and/or warranties contained in
this Agreement, the Vendor shall rectify the said breach within Fourteen (14) days of the Vendor
receipt of the Purchaser’s Solicitors notice requiring such rectification failing which the Vendor shall
be deemed to have committed a default and the Purchaser shall (without prejudice to the provisions of
this Agreement or any other rights at law or in equity or otherwise) be entitled to terminate this
Agreement whereupon the Purchaser shall be entitled to act under Clause 10 above. In addition and
without prejudice to any other provisions herein, if through no fault of the Purchaser, the Vendor
agrees to indemnify the Purchaser and to keep the Purchaser fully indemnified against all damages
costs and expenses and/or claims whatsoever which the Purchaser may suffer by reason of or arising
out of any breach of the covenants, representation and warranties of the Purchaser.

16.9 The Purchaser hereby expressly represents and warrants to and undertakes to the Vendor that: -

(a) to the best of the Purchaser’s knowledge there are no litigation, arbitration or administrative
proceedings are presently current or pending or threatened against the Purchaser which default,
litigation, arbitration or administrative proceedings, as the case may be, might materially affect the
Purchaser’s ability to perform the Purchaser’s obligations under this Agreement or frustrate the
completion of the transaction thereunder;

(b) to the best knowledge of the Purchaser, the Purchaser has not been wound up is not bankrupt and
no winding up bankruptcy proceedings have been commenced against the Purchaser; and

(c) the Purchaser has full power and authority to enter into and perform this Agreement when
executed will constitute legal, valid and binding obligations of the Purchaser and fully enforceable
against the Purchaser in accordance with its terms.

16.10 The Purchaser acknowledges that the Vendor has agreed to enter to this Agreement on the basis of and
in full reliance upon the aforesaid representation warranties and declarations which is true and correct
in all respect and none of the said representation warranties and declarations shall be deemed in any
way modified or discharged by the completion of the sale and purchase hereunder of the said Property.
It is hereby agreed that in the event that there is a breach of covenants and/or warranties contained in
this Agreement, the Purchaser shall rectify the said breach within Fourteen (14) working days of the
Purchaser’s receipt of the Purchaser’s Solicitors notice requiring such rectification failing which the
Purchaser shall be deemed to have committed a default and the Vendor shall (without prejudice to the
provisions of this Agreement or any other rights at law or in equity or otherwise) be entitled to
terminate this Agreement. In addition and without prejudice to any other provisions herein, if through
no fault of the Vendor, the Purchaser agrees to indemnify the Vendor and to keep the Vendor fully
16
 indemnified against all damages costs and expenses and/or claims whatsoever which the Vendor may
suffer by reason of or arising out of any breach of the covenants, representation and warranties of the
Purchaser.

17. PASSING OF RISKS

17.1 All risks concerning or affecting the Said Property shall be borne by the Vendor up to the Completion
Date or Extended Completion Date as the case may be.

17.2 If the Said Property being a building or part of the building:

(a) is minimal damaged by fire, lightning or storm, earthquake, flood, bad weather, force majeure
or an act of God before the Completion Date or Extended Completion Date, the Vendor shall
at his own costs and expenses repair the damage to the Said Property to the same state and
condition as it was before the damage was done;

(b) is substantially destroyed by fire, lightning or storm, earthquake, flood, bad weather, force
majeure or an act of God before the Completion Date or Extended Completion Date the
Purchaser shall be entitled to rescind this Agreement by notice in writing to the Vendor
whereupon the Vendor shall within fourteen (14) days upon receipt of notice from the
Purchaser or the Purchaser’s Solicitors refund to the Purchaser all monies paid by the
Purchaser hereunder towards the account of the Total Purchase Price free of interest failing
which the Vendor shall pay interest at the rate of Eight per centum (8%) per annum on a
daily basis on the unpaid sum from the date of the expiration of the said fourteen (14) days
from the receipt of such notice to the date of payment. Simultaneous with the refund, the
Purchaser shall, redeliver or cause to be redelivered the Transfer and all other documents all
documents forwarded herein to the Purchaser, the Purchaser’s Solicitors and/or the Financier’s
Solicitors with the Vendor’s interest therein fully intact and unencumbered whereupon this
Agreement shall deem to be null and void and neither party shall have any further claim
against the other save in respect of any antecedent breach of this Agreement.

(c) If the Refunded Sum and the agreed liquidated damages is not paid within the time stipulated
above, the Vendor shall pay interest at the at the rate of Eight per centum (8%) per annum
on a daily basis until full settlement. The Purchaser shall be entitled to institute legal
proceedings and obtained summary judgment against the Vendor for the recovery of the sum
to be refunded or unpaid together with interest thereon at the aforesaid rate (after as well as
before judgment) and in such event, the Vendor shall also indemnify and reimburse the
Purchaser against all legal costs disbursements fees whatsoever incurred and loss suffered by
the Purchaser in relation thereto or consequential thereupon.

(d) for recovery of the sum to be refunded or unpaid by the Vendor to the Purchaser, the Vendor
shall allow the Plaintiff to institute legal proceedings and obtained summary judgment against
the Purchaser for recovery or demand any money together with any interest incurred thereon.

17.3 If there is any dispute pertaining to Clause 17.2 above, the decision of an architect to be mutually
appointed by the parties hereto shall be final and binding upon the parties hereto. If there is a deadlock,
the parties agree to resolve their dispute in accordance with the Arbitration Act 2005 or the Arbitration
Act then in force.

17.4 Notwithstanding anything herein stipulated whether expressed or implied, where applicable the Vendor
shall insure and keep the said Property fully and completely insured against risk by fire until the
delivery of vacant possession of the said Property to the Purchase or the presentation of the Transfer for
registration with the relevant land registry, as the case may be.

18. FORCE MAJURE DUE TO PANDEMICS, EPIDEMICS OR CONTAGIOUS DISEASES

18.1 Unless otherwise agreed by both parties, any provision or clause in this agreement involving the
implementation, responsibility and obligation of any party, shall be deemed to be automatically
suspended in the event of a force majeure due to any declaration or decree made by the government for
total lock-down, curfew, closures of offices or business relating to any pandemics, epidemics or an
17
 outbreak of contagious disease beyond the reasonable control of the parties in any place associated with
any party to this agreement, or the existence of any law enforced by the government at any time during
the duration of this agreement, or the existence of any obstruction or control of movement or the
occurrence of a matter beyond the control of both parties which renders any provision in this agreement
unenforceable or continued or enforced for a specified period of time, until such matters are terminated
or recovered or withdrawn or completed.

18.2 No party shall claim against each other as a result of loss, non-compliance, delay and breach of
Contract as a result of the suspension of enforcement of this agreement as stated in Clause 17.1 above
and by mutual agreement of both parties, this agreement may be revoked on the grounds that it is not
possible or impossible or impossible to proceed further without any party having to bear all liability
unless there is a breach or arrears or non-compliance before the above delay is in force.

18.3 Upon revocation the Vendor shall within fourteen (14) days upon receipt of notice from the Purchaser
or the Purchaser’s Solicitors refund to the Purchaser all monies paid by the Purchaser hereunder
towards the account of the Total Purchase Price free of interest failing which the Vendor shall pay
interest at the rate of Eight per centum (8%) per annum on a daily basis on the unpaid sum from the
date of the expiration of the said fourteen (14) days from the receipt of such notice to the date of
payment. Simultaneous with the refund, the Purchaser shall, redeliver or cause to be redelivered the
Transfer and all other documents all documents forwarded herein to the Purchaser, the Purchaser’s
Solicitors and/or the Financier’s Solicitors with the Vendor’s interest therein fully intact and
unencumbered whereupon this Agreement shall deem to be null and void and neither party shall have
any further claim against the other save in respect of any antecedent breach of this Agreement.

19. GOVERNMENT ACQUISITION

19.1 No Acquisition or Intended Acquisition

The Vendor covenants that the Said Property or any part thereof is not as at the date of this Agreement
subject to any government or intended government acquisition.

19.2 Acquisition

(a) In the event that the Said Property or any part thereof is subject to government acquisition or
notice of intended acquisition BEFORE the Completion Date or the Extended Completion Date
as the case may be, the Vendor shall within fourteen (14) days of receipt of such notice from the
relevant authority, notify the Purchaser of such intended acquisition and deliver to the Purchaser
copies of such notices and all other documents served on the Vendor relating thereto.

(b) Upon receipt of such notice, the Purchaser shall within fourteen (14) days of such receipt, elect
to either terminate or proceed with this Agreement.

(c) If no election is made by the Purchaser within the time stipulated in Clause 18.2 (b) above, the
Purchaser shall be deemed to elect to proceed with this Agreement and comply with all the
terms thereof notwithstanding the acquisition.

19.3 Determination of Agreement

(a) In the event that the Purchaser shall elect to terminate this Agreement, the Vendor shall
forthwith refund or cause to be refunded all monies paid by the Purchaser towards the Purchase
Price and any other monies paid by the Purchaser to or on behalf of the Vendor pursuant to the
terms of this Agreement within fourteen (14) days of such termination failing which the
Purchaser shall (without prejudice to the provisions of this Agreement or any other rights at law
or in equity or otherwise) be entitled to terminate this Agreement whereupon the Purchaser shall
be entitled to act under Clause 10 above. Upon the Purchaser’s receipt of such refund and
interest for late refund (if any), the Purchaser shall have no interest in the Said Property and
neither party shall have any claim against each other.

19.4 Continuance of Agreement

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 (a) In the event that the Purchaser shall elect to proceed with this Agreement, the Vendor shall within
fourteen (14) days of receipt of the Purchaser’s written notice declaring such intention to so
proceed with the sale and purchase herein immediately notify the Government or other acquiring
authority of the Purchaser’s interest in the Said Property and the terms of this Agreement.

(b) The Vendor shall in all matters concerning such acquisition act upon and in accordance with the
instructions of the Purchaser and do all such things as may be required by the Purchaser for the
purpose of securing the best compensation payable.

(c) Any compensation awarded shall be paid by the Vendor to the Purchaser if the Purchaser shall
then have paid to the Vendor the full Purchase Price of the Said Property pursuant to the
provisions of this Agreement.

(d) If the full Purchase Price has not been paid, the Vendor shall hold such compensation monies
upon trust for the Purchaser until the payment of the Balance Purchase Price by the Purchaser.

(e) If the Purchaser so directs, the compensation received by the Vendor shall be treated as payment
or part payment towards the balance of the Purchase Price and any other monies payable by the
Purchaser under the terms of this Agreement then remaining unpaid to the Vendor.

20. COVENANTS BY VENDOR; PRIVATE CAVEAT

20.1 Covenants by Vendor

(a) The Vendor hereby agrees, covenants and undertakes that from the execution of this
Agreement:

(i) The Vendor will not deal with the Said Property in any manner whatsoever including
but not limited to transfer, assign, create any encumbrances or howsoever deal with
or part with any right or interest in the Said Property;

(ii) The Vendor will not do or omit to do anything or allow or allow to be omitted
anything to be done which will result in or cause any deterioration of the condition
of the Said Property;

(iii) The Vendor will not enter into or allow any contracts to be made which may have
any relation to or affect the Said Property.

(b) The Vendor hereby covenants and undertakes to:

(i) execute or cause to be executed all documents and do all acts and use its best
endeavours to assist with and cause the transfer of the Said Property to the Purchaser
subject to the Purchaser paying the Purchase Price in accordance with the terms and
conditions herein; and

(ii) forthwith upon request give all such assistance and provide all information and documents as
may reasonably be required by the Purchaser to give proper and timely effect to the terms and
conditions of this Agreement.

20.2 Entry of Private Caveat by Purchaser

(a) The Purchaser shall be entitled if he so wishes to lodge a private caveat against the Said
Property pending the completion of the sale.

(b) In the event that this sale is terminated as heretofore provided or aborted for whatever reason,
the Purchaser shall at its own costs and expenses remove the private caveat lodged
PROVIDED there is no dispute as to termination. In the event there is such a dispute as to
termination, the withdrawal of such caveat shall only be presented for registration after such
dispute is resolved.

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 (c) The Purchaser shall simultaneously with the lodgement of the private caveat, execute the
Withdrawal of Private Caveat and deposit the same with the Purchaser’s Solicitors as
stakeholder who shall be authorized to use the same to withdraw the private caveat in
accordance with Clause 19.2 (b) hereof.

20.3 Entry of Caveats by Third Parties

(a) The Vendor hereby further undertakes and covenants with the Purchaser that in the event any
private, lien-holder's or Registrar's caveats are lodged against the Said Property after the date
of this Agreement (except the private caveat lodged by the Purchaser or the Purchaser’s
Financier pursuant to this Agreement), the Vendor shall within fourteen (14) days from the
date of this Agreement and/or have knowledge such caveat do all acts and things necessary to
remove or cause the removal of such caveats and shall bear all cost and expenses in removing
such caveats failing which the Purchaser shall (without prejudice to the provisions of this
Agreement or any other rights at law or in equity or otherwise) be entitled to terminate this
Agreement whereupon the Purchaser shall be entitled to act under Clause 10 above.

(b) Without prejudice to Clause 20.3 (a) above, the Purchaser may but is not obliged to take such
action to remove such caveats and in such an event, the Vendor undertakes to assist the
Purchaser in every way possible and shall indemnify the Purchaser for all costs and expenses
that the Purchaser shall incur in removing such caveats.

21. TIME IS OF THE ESSENCE

21.1 Time whenever mentioned shall in all respects be of the essence of this contract.

22. DELAY

22.1 Any delay by the Vendor in fulfilling his obligations and responsibilities within the time period
stipulated under this Agreement shall cause the Completion Period or the Extended Completion Period
(whichever is applicable) to be extended free of interest corresponding with the numbers of the period
delayed after the time stipulated subject to any other terms and conditions specifically provided in this
Agreement.

22.2 Any delay by the Land Office and Government Office due any reasons whatsoever within the time
period stipulated under this Agreement shall cause the Completion Period or the Extended Completion
Period (whichever is applicable) to be extended free of interest corresponding with the numbers of the
period delayed after the time stipulated subject to any other terms and conditions specifically provided
in this Agreement.

22.3 If the delay by the Vendor in completing this Agreement is more than twelve (12) months, the
Purchaser may entitle to terminate this Agreement and exercise his right under Clause 10 hereof.

23. PAYMENT OF LEGAL COSTS OF TRANSFER

23.1 Each party shall bear its own solicitor’s costs.

23.2 The cost of and incidental to the preparation and execution of this Agreement and the transfer(s) of the
said Property including stamp duty and registration fees thereon shall be borne by the Purchaser.

23.3 If applicable, all fees and disbursements in respect of the State Approval shall be borne by the party
required to apply for the same under the terms of this Agreement.

24. THE SCHEDULE HERETO TO FORM ESSENTIAL PART OF THIS AGREEMENT

24.1 The First Schedule, the Second Schedule, the Third Schedule and the Fourth Schedule hereto shall be
taken and construed as an essential part of this Agreement.

25. WRITTEN NOTICE REQUIRED

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

(a) if it is given by the party or their or its Solicitors by post in a registered letter or by facsimile
transmission addressed to the party or their or its Solicitors and in such case it shall be deemed
(whether it is actually delivered or not) to have been received at the times when such registered
letter would in the ordinary course be delivered or upon transmission thereof; or

(b) if it is given by the party or their or its Solicitors and despatched by hand to the party to be
served on their or its Solicitor or Solicitors on receipt thereof.

26. NO WAIVER

26.1 Knowledge or acquiescence of either party hereto of or in any breach of any of the conditions or
covenants herein contained shall not operate as or be deemed to be a waiver of such conditions or
covenants or of any of them and notwithstanding such knowledge or acquiescence each party hereto
shall be entitled to exercise their respective rights under this Agreement and to require strict
performance by other of the terms and conditions herein.

27. BANKRUPTCY

27.1 By execution of this Agreement the parties hereto warrant that they are not bankrupt(s) nor are there
any bankruptcy and/or foreclosure proceeding(s) pending against them and/or the said Property or any
other acts or proceedings which may render the sale and transfer of the said Property impossible or
invalid or improper. In the event there are such circumstances the Vendor and the Purchaser shall keep
the Solicitors indemnified against all liabilities, actions, losses, damages, costs and expenses
whatsoever and howsoever incurred in relation thereto.

(a) In the event that the Vendor is found to be bankrupt as at the date of this Agreement, whereupon
the Purchaser shall be entitled to act under Clause 10 above.

(b) The Purchaser may agree to proceed with this Agreement subject to approval and/or sanction given
by Malaysian Department of Insolvency to the Vendor within six (6) months from the date of
this Agreement and/or any date mutually agreed by both parties.

28. VARIATION

28.1 Any variation of any term or condition of this Agreement shall be made in writing and mutually agreed
upon by both the parties hereto.

29. SURVIVAL OF UNDERTAKINGS AND COVENANTS

29.1 Each and every items, covenants, agreements and undertakings of any party contained in this
Agreement shall survive the lawful termination of this Agreement and each and every of the terms,
covenants, agreements and undertakings of such party contained in this Agreement shall continue to be
binding upon such defaulting party and shall take effect and ensure for the benefit of the non-defaulting
party notwithstanding any lawful termination of this Agreement by such other non-defaulting party as a
result of any breach by the defaulting party of any of the provisions of this Agreement.

30. HEADINGS

30.1 The heading of each of the provisions herein contained are inserted merely for convenience of
reference and shall be ignored in the interpretation and construction of any of the provisions herein
contained.

31. SEVERABILITY

31.1 In the event any term, condition, stipulation, provision, covenant or undertaking in this Agreement is
held to be illegal, void, prohibited or unenforceable under present or future laws, such term, condition,
stipulation, provision, covenant or undertaking shall be severable from this Agreement and shall be
21
 ineffective to the extent of such illegality, voidness, prohibition or unenforceability without
invalidating the remaining provisions hereof and such illegality, voidness, prohibition or
unenforceability shall not invalidate or render illegal, void or unenforceable any other term, condition,
stipulation, provision, covenant or undertaking herein contained.

32. NOTIFICATION ON CHANGE OF OWNERSHIP

32.1 The Purchaser shall be responsible to apply or cause to apply for change of name in favour of the
Purchaser with Water Supply Department, Indah Water Consortium, Tenaga Nasional Berhad, the
Local Municipal Council and/or other relevant department or authority (if any) in respect of change of
name pursuant to the purchasing of the Property by the Purchaser(s) from the Vendor(s). If the
Purchaser(s) fail(s) to settle the said change of name the Vendor(s) shall have the right to apply for the
termination of the supply of service on the said Property and to obtain refund of the deposit and the
Purchaser shall fully indemnify the Vendor for his failure to do so, if any from the said department or
authorities. It is hereby agreeable by the parties that it is not the duty of the Purchaser’s Solicitors
herein to apply for the changes of ownership.

33. DEFINITIONS AND INTERPRETATIONS

33.1 In this Agreement, unless there is something in the subject or context inconsistent with such
construction or unless it is otherwise expressly provided :-

(a) words importing the masculine gender only shall include the feminine and neuter genders;

(b) words in the singular number only shall include the plural number and vice versa;

(c) words applicable to natural persons only shall include any body or persons firm or partnership
corporate or unincorporate;

(d) where there are two or more persons or parties include or comprised in the expression "the
Vendor" or "the Purchaser" agreements covenant terms stipulations and undertaking expressed
to be made by or binding upon such person or parties shall be deemed to be made by or binding
upon such person or parties jointly and severally;

(e) the headings are inserted for convenience only and shall not affect the construction of this
Agreement;

(f) the expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of
Malaysia;

(g) a period of days from the happening of an event or the doing of any act or thing is done shall be
deemed to be inclusive of the day on which the event happens or the act or thing is or is required
to be done and if the last day of the period is a Saturday, Sunday or a public holiday in the
Federal Territory of Kuala Lumpur or Selangor (hereinafter referred to as “the excluded day”)
the period shall include the day next following which is not an excluded day.

34. SUCCESSORS BOUND

34.1 This Agreement shall be binding on the personal representatives, heirs, successors and assigns of the
respective parties hereto.

35. GOVERNING LAW

35.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the
parties hereto submit to the exclusive jurisdiction of the Malaysian courts in respect of any dispute or
matter arising out of or in connected with this Agreement.

-The remainder of this page is intentionally left blank-

22
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year set out in Section
1 of the First Schedule of this Agreement.

SIGNED by the )
)
VENDOR )
)
in the presence of: - ) ……………………………………………. TUAN YU
MING
(NRIC No. 800504-02-5662)

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SIGNED by the )
)
PURCHASER )
)
in the presence of: - ) …………………………………………….
LETCHUMY A/P RAJARETHNAM
(NRIC No. 871127-05-5070)

……………………………………………
R.UTHAMAN A/L P.RAMACHANDRAN
(NRIC No. 891211-01-6865)

FIRST SCHEDULE
(Which is to be taken read and construed as an essential part of this Agreement)

SECTION ITEM PARTICULARS

1 The date of this Agreement

2 Name and Description of Vendor TUAN YU MING

(NRIC No. 800504-02-5662)

725 Jalan S2A 16

Green Street Homes
Seremban 2
70000 Seremban
Negeri Sembilan

3 Name and Description of LETCHUMY A/P RAJARETHNAM

Purchaser (NRIC No. 871127-05-5070)

R.UTHAMAN A/L P.RAMACHANDRAN

24

4 Description of The
said Property
5 Restriction-in-interest
6 Existing Chargee Bank
7 Vendor’s Solicitors
8 Purchaser’s Solicitors
(NRIC No. 891211-01-6865)
No. 564,
Lorong Nusari Aman 2/2M,
Nusari Aman 1,
71950 Negeri Sembilan
One (1) unit of Single Storey Terrace House held under
Freehold Individual Title GERAN 245506, Lot 43293,
Bandar Sri Sendayan, Daerah Seremban, Negeri
Sembilan measuring approximately 130 square metres in
area and bearing postal address of No. 564, Lorong
Nusari Aman 2/2M, Nusari Aman 1, 71950 Negeri
Sembilan
Tanah yang diberimilik ini tidak boleh dipindahmilik,
dipajak, digadai melainkan dengan kebenaran bertulis
daripada Pihak Berkuasa Negeri
LEMBAGA PEMBIAYAAN PERUMAHAN SEKTOR
AWAM
(formerly known as MINISTER OF FINANCE
(INCORPORATED) MALAYSIA)
Kompleks Kementerian Kewangan,
No.9, Persiaran Perdana, Presint 2,
Pusat Pentadbiran Kerajaan Persekutuan,
62592 Putrajaya
MESSRS. KHAIRUL HANAFI & ASSOCIATES
Advocates & Solicitors
No. 351-1 Jalan Bandar Senawang 1
Pusat Bandar Senawang
Senawang
70450 Seremban
Negeri Sembilan Darul Khusus.
Tel : 06-6757 255
Fax: 06-6758 255
MESSRS. NIK SAFIA & CO.
Advocates & Solicitors
IOI CONEZION, A-1-03A,
Connection Commercial,
Persiaran IRC3, IOI Resort City,
62502 Putrajaya, Malaysia
25
 SECOND SCHEDULE
(which is to be taken read and construed as an essential part of this Agreement)

SECTION ITEM PARTICULARS

1 Deposit Prior to execution of this Agreement the sum of

RINGGIT MALAYSIA ONE THOUSAND
(RM1,000.00) ONLY has been paid to Alam Harta Realty
the Vendor’s Agent and another RINGGIT MALAYSIA
EIGHT THOUSAND FOUR HUNDRED FIFTY
(RM8,450.00) shall be paid to the Vendor’s Agent upon
signing of this Agreement..

Balance Deposit

Within twenty-one (21) working days from this

Unconditional Date, the purchaser shall withdraw the
Employee Provident Fund (EPF) and pay a sum of
RINGGIT MALAYSIA THIRTY THOUSAND FIVE
HUNDRED (RM30,500.00) RINGGIT MALAYSIA
NINE THOUSAND FIVE HUNDRED FIFTY
(RM9,550-00) ONLY to be paid to the Vendors’ Solicitors
as stakeholder.
26
 Total Deposit

RINGGIT MALAYSIA THIRTY ONE THOUSAND

FIVE HUNDRED (RM31,500.00) NINETEEN
THOUSAND (RM19,000.00) ONLY

2 Total Purchase Price RINGGIT MALAYSIA THREE HUNDRED FIFTEEN

THOUSAND (RM315,000.00) ONLY

3 Balance of Purchase Price RINGGIT MALAYSIA TWO HUNDRED EIGHTY

THREE THOUSAND FIVE HUNDRED (RM283,500.00)
TWO HUNDRED NINETY SIX THOUSAND
(RM296,000-00) ONLY

4 Completion Date Five (5) Four (4) months from the Unconditional Date

5 Extended Completion In the event that the Purchaser fails to settle the Balance
Date Purchase Price or any part of it within the Completion Date,
the Vendor shall grant to the Purchaser an extension of One
(1) month only from the Completion Date (hereinafter called
“the Extended Completion Date”) subject to the Purchaser
paying the Vendor interest at the rate of Eight per centum
(8%) per annum calculated on a daily basis on all sum(s)
left remaining due from the date next following the expiry of
the Completion Date to the date of payment being received
by the Purchaser’s Solicitors.

THIRD SCHEDULE
(which is to be taken, read and construed as an essential part of this Agreement)

Not Applicable

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FORTH SCHEDULE
(which is to be taken, read and construed as an essential part of this Agreement)

*The sale and purchase herein shall include the existing Fittings and Fixtures as follow: -

(a) including fitting and fixture in the said Property; and

(b) The Vendor warrant that the Fittings and Fixtures are free from all lien encumbrances and vacant
possession of the said Property shall be delivered with all the Fixtures and Fittings at the same state and
condition as at the date of inspection.
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