(Execution Copy)

DATED THIS 09 Dec 2023

BETWEEN

MYDIN MOHAMED HOLDINGS BERHAD

199101011136 (Company No. 221448-A)
("THE LICENSOR")

AND

REUSSITE ENTERPRISE
(Company No. 201703097208(TR0171612-A)
("THE LICENSEE")

***********************************

COMMERCIAL SPACE LICENSE AGREEMENT

MYDIN GONG BADAK
Known as Lot No.GPL-18
GROUND FLOOR
***********************************

Prepared By:

MYDIN LEGAL DEPARTMENT

Level 3,Lot 675 & 676,
Persiaran Subang Permai,
USJ 1, 47500 Subang Jaya,
Selangor Darul Ehsan.
 COMMERCIAL SPACE LICENSE AGREEMENT

THIS COMMERCIAL SPACE LICENSE AGREEMENT is made on 09 Dec 2023.

Between :-

(1) MYDIN MOHAMED HOLDINGS BERHAD (Company No. 199101011136 (221448-A), a

company incorporated in Malaysia and having its registered office at 305 (Suite 1) Block E,
Phileo Damansara 1,No. 9, Jalan 16/11, Off Jalan Damansara, Petaling Jaya, Selangor and
having a place of business at Lot 675 & 676, Persiaran Subang Permai, USJ 1, 47500 Subang
Jaya, Selangor Darul Ehsan (hereinafter called the “The Licensor”) of the one part;

AND

(2) REUSSITE ENTERPRISE (Company No. 201703097208(TR0171612-A)), a company

incorporated in Malaysia and having its registered office at LOT 1555 LORONG BERSATU
KG PULAU MUSANG 20050 KUALA TERENGGANU,TERENGGANU,MALAYSIA
(hereinafter referred to as “the Licensee”) of the other part.

WHEREAS:-

A. The Licensor is the beneficial owner of the commercial space situated within a multi-story
retail building known as “MYDIN GONG BADAK” located at GPL-18 (hereinafter referred to
as “the Licensed Space”) as shown in the Floor Plans as attached in Appendix 2 hereto.

B. The Licensee hereby wishes to rent the Licensed Space from the Licensor for the following
use: WOMEN ACCESSORIES ONLY ( “the Approved Usage”) and the Licensee hereby agrees
to grant a license to the Licensee, upon and subject to the provisions provided as follows
and also to the Terms and Conditions stated under APENDIX 1 of this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:-

1. LICENSE PERIOD
The license for the Licensed Area granted herein (“License”) shall be for a period of
1 YEAR commencing from 08 JANUARY 2024 and in accordance with the following:-

Setting up : 08 JANUARY 2024 Time : 10:00AM

Removal : 07 JANUARY 2025 Time : 10:00PM

2. LICENSE FEE & SECURITY DEPOSIT

2.1 The Licensee shall pay to the Licensor the License fee and the Security Deposit as
follows :-
LICENSEE FEE : RM 2,800.00 PER MONTH
SECURITY DEPOSIT : RM 8,400.00 (RM7,500.00 CARRY FORWARD FROM
(Refundable) PREVIOUS RENTAL, WILL TOP UP RM900.00)
SECURITY DAMAGE : RM 500.00 (CARRY FORWARD FROM PREVIOUS
DEPOSIT (Refundable) RENTAL)

The total payment of RM 3,700.00 must be made payable to

‘MYDIN MOHAMED HOLDINGS BERHAD’ latest by 07 January 2024

The Licensee without fail shall pay the full rental before or on the 7th of every
month.
2.2 The payment shall be made to the following account :-
ACCOUNT NAME : MYDIN MOHAMED HOLDINGS BERHAD
BANKER’S NAME : ALLIANCE ISLAMIC BANK BERHAD
ACCOUNT NUMBER : 6408 7001 0018 621

2.3 The Licensee hereby undertake that they shall without demand, duly and
punctually pay the License Fees, the Security Deposit and all other payments and
charges payable by the Licensee to the Licensor

2.4 The Security Deposit shall not be deemed to be, or treated as, payment of the
License Fees (or any part thereof), and the Licensee shall not be entitled to set-off
against the Security Deposit any instalment or instalments of the License Fees or
any other sum due and payable by the Licensee to the Licensor under or pursuant
to or in connection with this Agreement.
2.5 The License Fee shall include expenses for reasonable use of electricity.
3. PERMITTED USE

3.1 The Licensee shall be entitled to use the Licensed Space as a WOMEN
ACCESSORIES ONLY (hereinafter referred to as the “Permitted Uses”).
 3.2
If required, the Licensee shall at its own cost and expenses, obtain all permits,
approvals and consents as may be required by or under any laws or regulations for
the time being in force for and in relation to the Permitted Uses, and shall at all
times during the term observe and maintain such permits, approvals and consent

4. COVENANTS BY THE LICENSOR

4.1 To allow the Licensee to peacefully enjoy the Licensed Space during the Agreement
without any interruption from the Licensor.
4.2 To permit the Licensee’s customers to freely access to the Licensed Space area for
purpose as stated under Clause 3 of this Agreement.

4.3 At all times throughout the subsistence of this Agreement to keep the Licensed
Space in tenantable condition.

5. COVENANTS BY THE LICENSEE

5.1 To use the Licensed Space Area strictly for the purpose as stated under Clause 3 of
this Agreement.
5.2 At all times throughout the subsistence of this Agreement to keep the Licensed
Space in good condition
5.3 At all times throughout the subsistence of this Agreement and at the entire own
cost and expense of the Licensee, to comply and abide with all laws and regulations
whatsoever as regulating by any Authorities from time to time.

5.4 To be liable for and hereby irrevocably undertakes to indemnify and hold the
Licensor safe and harmless from and against any claims, proceedings, actions, fines
and/or penalties whatsoever which may be brought or levied against the Licensor
due to any breach and/or negligence on the part of the Licensee.
5.5 At all times throughout the subsistence of this Agreement are required to strictly
adhere to the Provisions of this agreement as well as the Terms and Conditions
hereby attached in Appendix 1, failing which the Licensor reserve the right to
cease the said promotion/exhibition immediately. In such event, the Licensor shall
not be liable for any cost or damages incurred by the Licensee.

6. TERMINATION

6.1 The Licensee shall not be entitled to terminate or attempt to terminate this
Agreement before the expiration of the License Period without the prior written
consent of the Licensor
6.2 Notwithstanding anything contained in this Agreement, the Licensor may forthwith
terminate this Agreement with immediate effect without giving any written notice
to the Licensee and forfeit all deposits paid by the Licensee whereupon the Licensee
shall quietly yield up and redeliver vacant possession of the Licensed Area to the
Licensor in accordance with Clause 6.3 below, if :-
 6.2.1 The Licensee are in breach of any clauses and/or commits a material breach
under this Agreement and fail to rectify and remedy such breach within
seven (7) days from the date of its receipt of a written notice requiring it to
do so;
6.2.2 law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/
or directions imposed/issued by the appropriate Authority; and/or
6.2.3 any other reason as it deems fit.

6.3 On or before the expiration of the License Period or earlier termination thereof, the
Licensee shall remove from the Licensed Area all fixtures, fittings, and chattels
brought onto the Licensed Area by or for the use of the Licensee at its own costs
and expenses. The Licensee shall deliver and yield up the Licensed Area to the
Licensor in a good and tenantable condition to the satisfaction of the Licensor. If the
Licensee does not do so, the Licensor shall be entitled to do so but all costs and
expenses thereof (on a full indemnity basis) shall be borne by the Licensee and
shall for all purposes, be deemed and treated as a debt forthwith due by the
Licensee to the Licensor and only recoverable by an action.
6.4 In the event where the Licensed Space is rented from the Licensor to the Licensee
for a period of three (3) months and above and the License Fees are payable on
monthly basis, failure on the part of the Licensee to complete their term will
entitled the Licensor to claim from the Licensee for rental of the remaining or
unexpired term of the License Agreement, any arrears (if any) of License Fee which
had fallen due before such termination by the Licensee and all other sums of
moneys whatsoever owing or payable by the Licensee to the Licensor under or
pursuant to or in connection with this License Agreement, damages for holding
over and other damages whatsoever (if any), all with interest thereon as provided
in this License Agreement. For the purpose of clarification, the deposits payable
under this Agreement shall be forfeited absolutely by the Licensor but such
forfeiture shall be without prejudice to any of the Licensor’s other rights or
remedies (whether provided by this Agreement or by law provided or available).

7. INDEMNITY

7.1 The Licensee agrees to indemnify, defend and hold harmless the Licensor and its
Affiliates, and their directors, officers, employees, agents, successors and assigns
from and against all liabilities, losses, damages, and costs (including reasonable
attorneys’ fees / legal fees) (collectively “Losses”) the Licensor may suffer as the
result of third party claims, demands, actions, fines, penalties, suits or judgments
against them resulting from or arising out of :-
(a) failure by the Licensee to comply to applicable laws in connection with the
exercise of any of its rights or the performance of any of its obligations
hereunder;
(b) negligence, recklessness or willful misconduct on the part of the Licensee;
and/or
(c) any material breach of this Agreement by the Licensee.

7.2 In no event shall the Licensor be liable for any indirect or consequential claims,
damages, losses or liabilities.

8. GENERAL PROVISIONS
8.1 ASSIGNMENT
The Licensee shall not assign all or any part of their respective rights and
obligations under this Agreement without the prior written consent of the other
Party.
8.2 WAIVER
No delay or failure by either Party to exercise any of its rights or remedies under
this Agreement shall operate as a waiver by that Party of any such rights or
remedies and such rights and remedies may be exercised at any time and as often
as the party entitle to such rights and remedies deem fit.
8.3 FORCE MAJEURE
No party shall be in breach of this agreement if there is any total or partial failure of
performance of it of its duties or obligations hereunder occasioned by reason of any
directive from any relevant authority or other Force Majeure Event. The effected
party however, shall forthwith notify the other party of the Force Majeure Event
and this Agreement shall be suspended only for so long as the Force Majeure Event
continues. Forthwith upon the Force Majeure Event ceasing to exist, the effected
party shall inform the other party of that fact. If the Force Majeure Event continues
for more than ninety (90) days and substantially affects the commercial intention of
this agreement, the Party not claiming relief under this Clause 10.3 shall have the
right to terminate this Agreement upon giving thirty (30) days’ notice writing to the
affected party.

8.4. ENTIRE AGREEMENT

This Agreement shall constitute the entire contract between the Licensor and the
Licensee and supersedes the provisions of any previous contract warranty or
representation made or given relating to the same Services.
8.5 SEVERABILITY
If any of the provisions of this Agreement is found by any competent authority
(whether judicial or quasi-judicial) to be void or unenforceable such provision shall
be deemed to be deleted from this Agreement and the remaining provisions of this
Agreement shall remain in force and effective.

8.6 BINDING EFFECT OF THE AGREEMENT

This Agreement shall not be binding upon the permitted assigns, successors-in-title,
heir personal representatives of the parties hereto.

8.7 REVISION OF THIS AGREEMENT

This Agreement shall not be altered, changed, supplemented or amended except by
written instruments duly executed by the Parties hereto.
8.8 STAMP DUTY
Stamp duty payable in respect of this Assignment shall be borne by the Licensee.
8.9 TIME
Time whenever and wherever mentioned (including for the payment of money) is
and shall be of the essence of this Agreement.
 8.10 GOVERNING LAW
The parties hereto agree that this Agreement shall be governed by the laws
Malaysia and agree to submit to the jurisdiction of the respective Courts of the
States of Malaysia.
8.11 CONFLICT
It is expressly agreed between the parties hereto that this Agreement for the term
of contract shall in addition to the terms and condition hereto be subject to the
special express conditions, if any, set out in the Appendix hereto and in the event of
any conflict, discrepancies or variance the special express conditions set out in the
Appendix, the terms of this Agreement shall prevail.

8.12 NOTICE
(a) Unless specifically provided otherwise, any notice or other communication
under or in connection with this Agreement shall be in writing and shall be
delivered by hand or by prepaid registered post or by courier to the
registered address of both parties.
(b) Any such notice or other communication shall be deemed to have been
received:-
i) if delivered by hand or by courier, at that time when it is so duly
acknowledged receipt by the receiving party; or
ii) if by prepaid registered post, three (3) days after posting thereof; and/or
iii) if by facsimile transmission

9. DATA PROTECTION
Both parties agrees that it shall not only utilize the personal data in furtherance of the terms,
clauses and conditions of this Agreement and shall at all times comply with the Personal
Data Protection Act 2010 (including all amendments thereto) and the principles set out
therein in relation to storing and processing personal data.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

 EXECUTION PAGE

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as follows on the
day and year first above written:

Signed for and on behalf of Witnessed by

MYDIN MOHAMED HOLDINGS BERHAD
199101011136 (Company No. 221448-A)
(THE LICENSOR) by

shahirah aizat
.................................................. ..…………………………………
Name: SHAHIRAH AHMAD Name: AIZAT ZAHIER
Designation: ADMIN ASSOCIATE Designation: MALL INCHARGE

Signed for and on behalf of Witnessed by

REUSSITE ENTERPRISE
(Company No. 201703097208(TR0171612-A)
(THE LICENSEE) by

.................................................. ....................................................
Name: Majidatul Kamalia bt Noor Adzmee Name: Wan Hazri bin Wan Jaafar
Designation: Manager NRIC No.: 700817106617
Company Stamp:
 APPENDIX 1

EXHIBITIONS/PROMOTIONS TERMS AND CONDITIONS

(to be taken as forming part of this Commercial Space License Agreement)

1. TERMS OF PAYMENT

(a)
The License Fee and Security Deposit must be paid at the time and manner as
stipulated in the License Agreement. In the event of default payment, exhibitors shall
not be entitled to any form of compensation or indemnity whatsoever.

(b)
If the License Fee and/or Security Deposit and/or any other charges remain unpaid
after it becomes due (whether formally demanded or not), you shall pay to the
Licensor interest at the rate of 12% per annum, calculated on a daily basis on the
amount remaining due and unpaid, from the due date until such monies are paid or
recovered in full by the Licensor as the case may be.
(c)
All legal costs, disbursements and other expenses incurred by the Licensor for
recovery of License Fee, Security Deposit and/or other charges and/or in exercising
the lawful rights and remedies of the Licensor by form of notice or legal action
(including costs for notices) shall be borne by the Exhibitor absolutely on a Solicitor
and Client basis.

2. LICENSES

(a) The Licensee is requires to apply for the “LESEN PERNIAGAAN SEMENTARA” from
Relevant LOCAL Council and/or Authority (ies). A copy of the license is to be
submitted to the Management as reference at least three (3) days prior to T-Day. The
Management will not allow any commencement of setup works until the submission of
license has been made.
(b) The Licensee is fully responsible for obtaining ALL necessary registrations, consents,
approvals, permits and licenses to conduct the promotions / events from the relevant
authorities and to fully abide with the requirements. The Management shall not be
involved in any of these applications and shall not be held liable for any violations by
the Licensee of the rules set by the authorities.
(c) In the event the Licensee plays any kind of Music during the Promotion/ Event, the
Licensee shall obtain necessary approvals from MYDIN MOHAMED HOLDINGS BHD
who carries the blanket license by MUSIC RIGHTS MALAYSIA. The Management shall
not be held any violations of rules by the Exhibitor.
(d) The Licensor not be held liable should the authorities pursue any legal penalties, fines
or proceedings against your organization/company involved in such infringement. The
Licensee shall indemnify the Licensor on any penalties/fines imposed by the
authorities and/or any legal action brought against the Licensor due to the non-
compliance on the part of the Licensee.

3. FORFEITURE OF SECURITY DEPOSIT

If for any reason whatsoever, the Licensee :-

(a) breach the terms and conditions contained herein;
 (b) defaults upon the obligations contained herein;
(c) cancel the event in less than 60 days before the commencement date;
(d) fail to fully vacate the space by the date and time stipulated;
(e) fail to remove or clear the exhibits after the exhibition contract; and/or
(f) cause any damages done to MYDIN’s property (ies) or premises during the License
Period including the setting up and tearing down periods.

The aforesaid Security Deposit shall be forfeited by MYDIN in the event of one or more of the
following without prejudice to our rights to claim for all arrears, unexpired term, costs of
repair, replacements, damages for holding over and all relevant payment.

4. STRUCTURES AND EXHIBITS

Depending on the nature of the Licensee’s exhibition/promotion, the Licensee’s are required
to submit the following at least 14 days before the commencement date or any other date as
stipulated for our management’s prior approval:-
(a) Plan submission (visual of layout and decoration);
(b) Exhibit loading;
(c) Construction of structures
(i) The basic structure shall not exceed 5 feet in height; and
(ii) All set up shall not obstruct the view of any shop lots in any circumstances.
(d) List of merchandise and display items and name(s) of exhibitor(s); and
(e) All merchandise and display items must not be in direct conflict with MYDIN’s tenants’
merchandise mix unless prior approval in writing has been obtained from our
management.

5. AUTHORITIES’ APPROVAL

(a) The Licensee’s shall be responsible (if applicable) for obtaining the necessary approval
from the local municipal council and any other relevant authorities to conduct its
exhibition/promotion and shall comply fully with their requirements.

(b) MYDIN shall be indemnified harmless from and against any and all claims whatsoever
including without limitation:-
(i) any claims arising from or under this Agreement;
(ii) any claims, penalties, actions and etc. imposed by any Authorities and/or
Council arising from the breach by the Licensee of any obligations under this
Agreement or arising out of this Agreement;
(iii) Any claims, penalties, actions, and etc. imposed by any Authorities and/or
Council arising out as a result from the Licensee’s contravention of their
requirements;
(iv) Any claims, fine, penalties, and/or consequences arising from the breach of any
laws or regulations, as well as breach on the part of the Licensee of any
undertakings, covenants, obligations given by the Licensee to the any
Authorities and/or Council relating to this Agreement, and in any
correspondences or communications whatsoever with such Authorities and/or
Council.
(v) Any cancellation or restriction made or imposed by the authorities affecting the
Licensee’s event shall be entirely under the Licensee’s liability and shall not
absolve the Licensee from paying the agreed license fee charges to MYDIN as
agreed in this Agreement.
6. EXHIBITION/PROMOTION PROCEDURE

(a) The Licensee required to take up a Public Liability and Fire Insurance policy and to
submit a copy of the said documents to the Licensor for their retention before moving
in any exhibits or commence any site preparations.
(b) The Licensee are hereby advised to effect appropriate insurance policies to cover all its
goods and consequential loses.
(c) The Licensor shall not be held responsible for any loss or damage to exhibits or any
injury/accident whatsoever suffer by the Licensee/its Employee at the time of
delivery, setting up, dismantling and including the entire duration of the event.
(d) The Licensee must ensure that their opening and closing hour shall conform to the
business operation hours of the Licensor, which is from 10.00am - 10.00pm
(e) Failure on the part of the Licensee to operate during the above mention operation
hours, security deposit will be deducted accordingly subject to Management’s
discretion.
(f) All exhibits on display must be within the boundaries of the Licensed Area and no
display is permitted beyond the space allocated as shown in the floor plan.
(g) All exhibits must also be displayed in an orderly manner and cleanliness must be
monitored at all times.
(h) Removal of any items after closing hours of the company/exhibition shall be released
only upon written request from the exhibitor.
(i) Any discrepancies noted during handing/taking over must be reported immediately to
the Head of Security Department or his assistant.
(j) The Licensee are required to provide baseplate(s) for potted plants, if any, to avoid
damaging/ staining of tile flooring.
(k) The Licensee are required to provide sub-ELCB board and total load of electrical points
as necessary. Please ensure all wiring are laid with proper protection and if possible,
routed out of public view.
(i) The Licensee are required to conduct a thorough cleaning and must discard unused
materials out of MYDIN immediately upon expiry of exhibition/promotion date.
(m) The Licensee are required to submit, within seven (7) days after the end of each
calendar month or upon expiry of the License Period, whichever is earlier, the gross
sales turnover statement with daily sales records as per the Licensor’s prescribed
format duly certified by the Licensee’s director or such other authorized personnel of
the Licensee, as computed based on the transactions made during the License Period at
the Licensed Area.

7. CONDUCT OF STAFF

(a) Prior arrangements must be made if The Licensee require their staff and/or security
guards to remain the complex after closing hours to look after the exhibits. Particulars
of such personnel must be submitted. Authorized staff shall be restricted to exhibition
area only and are strictly prohibited to loiter outside their confined areas. They are
also required to produce their identification when requested by our staff.
(b) No staff shall be allowed to eat or take their meals at the exhibition area at any time.

Contravention of this regulation shall be regarded as fundamental breach of the terms and
conditions which shall entitle all deposit to be forfeited

8. DISPLAY AND DISTRIBUTION OF ADVERTISING MATERIALS

(a) Any form of publicity/promotional materials (press ads, TV advertisements, posters or

 direct mailers) in relation to your exhibition must be conveyed to the Licensor prior to
your commencement date of the Agreement.
(b) Stickers, posters, bill, banners, or any other forms of advertisements documents shall
not be places against wall/column surfaces or distributed unless with prior written
permission from the Licensor.
(c) Any banners to be place inside or outside the complex are subject to our consent
depending on the size of banner, duration and positions to be placed. These can only
be entertained provided signage/banner permits are obtained and the relevant
authorized permit number clearly indicated on the banners/signs.
(d) The duly approved items shall be installed by the Licensee under supervision of the
Facilities Maintenance Department. Extraordinary banners of fixing which requires
special works or hours are subjected to the Licensor’s written prior approval.
(e) The duly approved items shall be installed by the Licensee under supervision of the
Facilities Maintenance Department. Extraordinary banners of fixing which requires
special works or hours are subjected to the Licensor’s written prior approval.
(e) The Licensor shall reserve the right to promote/advertise the Licensee’s event in any
media (paper or electronic).
(f) Each party hereby undertakes to the other party that nothing contained in the
promotional materials shall contain material that is obscene, libelous, blasphemous or
defamatory or infringes any copyright, proprietary or moral right of publicity or any
other right whatsoever or breaches of any applicable laws and regulations.

9. MANAGEMENT’S RIGHT TO CANCEL OR VARY DATE OF EXHIBITORS

(a) The Licensor hereby reserve the right to cancel, postpone or change the venue, date
and time of the exhibition at any time deemed necessary by the Licensor should
circumstances so require.
(b) The Exhibition may be cancelled by the Licensor for any reason, which in the opinion
of the Licensor, is commercially prudent to do so and/or due to circumstances beyond
its control. In such an event, all fees paid by the Licensee will be refunded. The
Licensee hereby fully agrees and without any arguments that under these
circumstances, they will have no further claim against the Licensor. The Licensor will
not be liable to the Licensee for any damages, costs, losses or expenses of any kind
incurred or suffered by the Licensee a result of or in relation to the modifying,
postponing or cancelling the event or any part of the event.

The Licensee acknowledges and agrees that by registering for this event, they are
accepting these Terms and Conditions and agrees to be bound by them.
 APPENDIX 2 (LAYOUT)
(to be taken as forming part of this Commercial Space License Agreement)