[c) ‘TENANCY AGREEMENT. AN AGREEMENT made the date and year in Section 1 of the FIRST SCHEDULE hereto BETWEEN the party whose names and particulars appear in Section 2 of the First Schedule (hereinafter referred to as the Landlord) of the First part AND the party whose name and particulars appear in Section 3 of the First Schedule hereto (hereinafter referred to as the Tenant) of the Second Part. WHEREAS 1) The Landlord is the registered and/or beneficial owner of the Demised Premises more particularly set out in Section 4 of the First Schedule hereto. 2) The Landlord has agreed to let and the Tenant has agreed to take a tenancy of the Demised Premises for a period (hereinafter referred to as the Tenancy Period) as described in Section 5 of the First Schedule at a monthly rental (hereinafter referred to as the Monthly Rental) specified in Section 6 of the First Schedule upon the terms and conditions hereinafter set out. NOW THIS AGREEMENT WITNESSETH as follows: 1. The Tenant shall upon execution of this Agreement pay to the Landlord the sum of money as stated in Section 7 of the First Schedule (the receipt whereof the Landlord hereby acknowledges), 2. The Rental Deposit shall be as security deposit for the due performance and observance by the Tenant of the Tenant's covenants, stipulations terms and conditions of this Agreement. The Rental Deposit shall not be deemed by the Tenant to be payment of rent in advance or other outgoings as the Tenant may be required to pay under the provisions of this Agreement nor shall it be treated or used by the Tenant as payment of rent or outgoings due under this Agreement and the Rental Deposit shall be forfeited by the Landlord for breach of any terms, stipulations, terms and conditions herein contained on the part of the Tenant. Rental deposit and other deposit cannot be used to offset rent outstanding by Tenant before and end of this Agreement. 3, The Landlord shall upon the expiry of the Tenancy Period or such extended period as may be agreed upon pursuant to the terms of this Agreement or upon such sooner determination of this Agreement as hereinafter provided be entitled to deduet:- (@® from the Rental Deposit:- (@) such sum or sums that may be due to the Landlord as rent; (b) the costs of any repairs or replacement of damaged or lost fixtures belonging to the Landlord presently existing or hereafter installed on the Demised Premises which are directly caused by the Tenant its servants employees agents contractors or invitees, subject to normal wear and tear being exempted; (©) any loss or damage suffered by the Landlord as a result of the Tenant's breach of any of the covenants in respect of the use or otherwise of the Demised Premises(c] and/or for any claims for costs damages or compensation in respect of any acts or proceedings that may be brought against the Landlord or its goods and effect by reason of the Tenant's breach of any of the covenants herein contained or in respect of the user or otherwise of the Demised Premises; (a) such sum or sums as may be necessary to remedy any breach or default on the part of the Tenant in observing or performing any of the covenants herein contained including all sums which are payable by the Tenant pursuant to this Agreement and which the Tenant has failed to pay and the balance, if any, shall be refunded free of interest by the Landlord to the Tenant and PROVIDED ALWAYS ‘that in the event that the Rental Deposit insufficient then the balance of deficit shall be deemed as a debt due and payable by the Tenant to the Landlord on demand; i) from the Utility Deposit:- (@) any outstanding charges (including all fines and penalties payable thereon) for water electricity or other facilities provided by the relevant authorities which are incurred in respect of the Demised Premises during the duration of the Tenancy Period and the balance, if any, shall be refunded free of interest by the Landlord to the Tenant upon the tenant providing evidence of the settlement of the final utility bills with the authorities. Gi) from the Renovation Deposi (e) @ aay loss or damage suffered by the Landlord as a result of the Tenant's breach of the covenant in respect of renpvation and any sum insufficient to cover the loss or damage shall be deemed a dept due and owing by the Tenant to the Landlord, (© © Any alteration to the demised building shall be replaced to its originality by the Tenant at tenant's expense. 4. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:~ (@) To pay the monthly rental hereby reserved regularly on or before the day as stipulated in Section 6 of the First Schedule of each succeeding month without any deduction whatsoever and without the necessity of any demand for payment by the Landlord and not to exercise or seck to exercise any right or claim to withhold any of such monthly rental or any right or claim to any legal or equitable set-off. (>) To pay all charges for electricity, water (inclusive of waste water treatment charges) and telephone or other utilities supplied and used in or provided for the Demised Premises during the continuance of the terms hereby created and to supply receipt of the same to the Landlord periodically upon the written request of the Landlord.[c] © @ © o @) @ @ To use and occupy the Demised Premises for the purpose of the Tenant lawful business only. The Tenant shall be responsible for obtaining the proper approval consent registration or licenses for the carrying on of its business in the Demised Premises and shall indemnity the Landlord against any claim loss or liability arising from the breach of this Clause. Not to make or permit to be made any structural or material alteration or addition (not being in the nature of repairs) in or to the Demised Premises without the prior written consent of the Landlord, When such alterations or additions are permitted the same shall be carried out by the Tenant at its own expenses and if so required by the Landlord to remove the same at its expense at the end of the Tenancy Period, To keep and maintain the Demised Premises including the electrical, and all glass in the windows and all shutters, locks fastenings in good and tenantable repair and condition throughout the said term, Subject always to the right of the Tenant to insist that the Landlord gives a written notice of not less than seven (7) days and that the Landlord, its agents or workmen shall be accompanied by a representative of the Tenant to permit the Landlord, its agents or workmen at all reasonable times to enter upon and view the condition of the Demised Premises. The Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be done or replacement necessary to be made to comply with the Tenant's convenants to repair herein contained and required the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after the service of such notice proceed diligently with the execution of such repairs or work or making of such replacement then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacements and the cost thereof shall be a debt due from the Tenant to the Landlord and be forthwith recoverable by action. At all times at its expense to keep the interior of the Demises Premises and the appurtenances thereof including fixtures and fittings therein in good tenantable repair and conditions (fair wear and tear excepted) and to forthwith repair and mend in a proper and workmen-like manner any defects or damage for which the Tenant is liable. Not to carry on or permit or suffer to be carried on upon the Demised Premises or any part thereof any illegal immoral, offensive, noisy or dangerous trade, business manufacture. Not to do, permit of suffer to be done anything upon the Demised Premises or any part thereof which may be or become a nuisance, to the Landlord or the occupiers of any neighbouring property. Not to carry on business of selling trading making manufacturing dealing in advertising and displaying of coffins ums burial rites materials or the like and the business of undertakes crematorium mortuary and the like and any other related or associated businesses.{c] &) oO (m) ) ©) ©) @ © To observe and comply with all laws, ordinances, enactments, orders, regulations, or bye-laws affecting the Demised Premises or the Tenant or occupier thereof which are now in force or which may thereafter be enacted. Subject to provision as stated in Section 13 of the First Schedule hereto not to assign, sublet, share or part with the possession or the occupation or the use of the Demised Premises or any part thereof without the previous written consent of the Landlord. Not to store or bring upon the Demised Premises any articles of specially combustible inflammable or dangerous nature and not to do or to permit or suffer anything by reason whereof the present or any future policy of insurance against fire on the Demised Premises may be rendered void or voidable or whereby the rate of premium for any such insurance may be liable to be increased and if there is an increase in insurance premium, then the Tenant shall bear and pay for the increased premium. ‘At the end of the period of this Tenancy, to give vacant possession of the whole of the Demised Premises and all fixtures and fittings therein in such good and tenantable repair as shall be in accordance with the Tenant's covenants hereinbefore contained. The Tenant may however remove any fixtures installed by it provided always that where damage shall be done to the Demised Premises by such removal the Tenant shall at his own expenses make good the damage. To permit the Landlord or the Landlord's agents with the relevant authorization during the term of the tenancy at a reasonable time of the day with the prior written appointment to bring prospective buyers to view the Demised Premised for the purpose of purchasing the said Demised Premised. To indemnify and keep indemnified the Landlord against summons, actions, proceedings, claims and demands, and liabilities whatsoever in respect of injury (including fatal injury) or damages or expenses which may be levied, brought or made against the Landlord or which the Landlord may pay, sustain or incur by any reason directly or indirectly as a result of any act or omission of the Tenant or in the use the Demised Premises. ‘Not without the consent in writing of the Landlord to erect any building and/or structure upon the Demised Premises or to alter or remove or cause to be altered/removed any of the Landlord's fixture and fittings thereon and if such consent is given, the Tenant is to bear the costs of all such alterations or additions. Not to allow noxious matter, dangerous poisonous or objectionable effluent to be discharged into the drains or sewers of the Demised Premises and to take precautions as may be necessary to ensure that any effluent so discharged will: i) not be corrosive or otherwise harmful to the said drains or sewer. ii) not cause any obstruction or deposit therein.(8) Not to damage or deface or to cause or to permit any servant or agent to damage or to deface any part of the Demised Premises and/or common parts and forthwith to repair and make good or to pay the cost of making good such damage or defacement. () That any action or raid or exercise which may be taken by the relevant authority officers or any other officers of the law against the Tenant on account of its business or occupation of the Demised Premises shall not be the responsibility of the Landlord and the Tenant shall indemnify and keep indemnified the Landlord against all claims charges losses and proceedings and expenses which may be imposed on or brought against the Landlord by reason of any act or omission ot breach of any statutory regulation on the part of the Tenant or arising from the use of the Demised Premises. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:- @) To pay the annual quit rent and assessment rates in respect of Demised Premises. (b) That the Tenant paying the rent hereby reserved and observing and performing all the terms and stipulations herein contained shall peacefully hold and enjoy the Tenancy of the Demised Premises during the said term without interruption by the Landlord or any person rightfully claiming under or in trust for the Landlord. © To keep the main structure of the Demised Premises including the walls, roof, window frames and services in proper repair and condition provided however that the Landlord shall not be liable in case of any damage willfully or negligently caused by the Tenant. (@) To insure and keep insured the Demised Premises against loss and damage by fire or other inevitable cause as the Landlord in their sole discretion deem necessary and to pay all premiums for the purpose PROVIDED ALWAYS that nothing herein implies that the insurance so taken by the Landlord shall cover furniture, fittings, fixtures, stock-in-trade and goods of the Tenant in the Demised Premises AND PROVIDED FURTHER that if the permitted usage of the Demised Premises or the trade of the Tenant or any act or default of the Tenant, its servant or agents results in any increase in the insurance premium payable on the insurance policy in respect of the Demised Premises such increase shall be borne and paid for solely by the Tenant. ©) To permit the Tenant the right during the Tenancy Period to affix and display on the exterior of the Demised Premises or in such place or manner as may be required for advertising the presence of the Tenant and the nature of the business carried on therein such signs or insignia provided that the same is not in contravention of any existing law, by-law, or regulations of the Government, the Municipality or other competent authorities.{c] 6. THE LANDLORD AND THE TENANT EXPRESSLY COVENANTS as follows:- (@Gi)_ The Landlord at his absolute discretion may grant the Tenant an option to renew this Tenancy herein created for a further term as specified in Section 8 of the First Schedule upon terms and conditions to be agreed upon by the parties hereof. (ii) Ifthe Tenant shall be desirous of taking a Tenancy of the said premises for a further term as in Clause (c) (i) from the expiration of the term hereby granted the Tenant shall give a notice in writing of such desire to the Landlord not later than two (2) months before the expiry of the term hereby granted, failing which it shall be deemed that the Tenant has no intention to request for renewal. (b)(i)_ If any time during the continuance of the Tenancy, the Demised Premises or any part thereof is rendered wholly or partially unfit for occupation or use for a period greater than 14 days and by any event not attributable to the negligence or fault of the Tenant, the Tenants servants or agents or licensees or invitees or any persons or persons lawfully claiming through or under the Tenant then, subject to any agreement of the parties to the contrary, the Monthly Rental or a fair and just proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Demised Premises shall again be rendered fit for ‘occupation or use. If the Demised Premises or any part thereof is not rendered fit for occupation or use within thirty (30) days from date of receipt of notice by the Landlord of the demand for rectification and provided always that the Tenant shall have first paid all the Monthly Rental and other moneys due and owing to the Landlord, the Tenant may at anytime be entitled to terminate the Tenancy by giving one (1) month's notice in writing to the Landlord and the Tenancy shall be deemed determined but without prejudice to any rights and remedies any part may be entitled to against the other in respect of any antecedent breach of any obligations, covenants and stipulations contained in this Agreement. In the event of the determination as aforesaid, the Security Deposit less such sums as may be found to be owing or payable by the Tenant to the Landlord by virtue of the provisions of this Agreement shall forthwith be refunded by the Landlord to the ‘Tenant without interest. Nothing in this clause shall apply where the Demised Premises or any part thereof is rendered wholly or partially unfit for occupation or use by any event(s) wholly or partially attributable to the negligence or fault of ‘the Tenant, the Tenant's servants or agents or licensees or invitees or any person or persons lawfully claiming through or under the Tenant. Gi) Where the Demised Premises or any part thereof is rendered wholly or partially unfit for occupation or use by any event partially or wholly attributable to the negligence or fault of the Tenant, its servants or agents or licensees or any persons or persons lawfully claiming through or under the Tenant, the Tenancy shall, unless otherwise agreed to by the parties, continue and the Monthly Rental shall be paid by the Tenant until the expiry of the Tenancy through the efiluxion of time in accordance with this Agreement. Notwithstanding anything in this Agreement, the Landlord shall be entitled to apply part or whole of the Security Deposit towards any loss, damage, cost or expenses suffered by the Landlord. Nothing in this clause shall prejudice any rights the Landlord may have at law or in equity against the Tenant including but not limited to any claims in respect of the[c] © @ © oO @) @) @ @ &) negligence of the Tenant, the Tenant's servants or agents or licensees or invitees ir any person or persons lawfully claiming through or under the Tenant or fault or for any loss, damage, cost and expenses suffered by the Landlord. If as the result of the breach on the part of the Tenant of the Agreement expressed in Clause 4 (m) hereof, the Landlord is called upon to pay an additional premium of fire insurance, the Tenant shall upon demand by the Landlord pay to him the amount of such additional premium without prejudice to the other rights of the Landlord. The Tenant shall use the Demised Premises as place to carry the business or trade described in Section 10 of the First Schedule. ‘The Tenant shall be responsible for insuring all its goods and property therein. Whether manufactured and brought by it on to any part of the Demised Premises against all risks of whatsoever nature and the Tenant hereby expressly agrees that, the Landlord shall not be liable for any loss or damage arising out of any event beyond the Landlord's control. The Tenant shall be responsible for obtaining the proper approval, consent, registration or licenses to lawfully carry on the trade, business or profession in the Demised Premises and shall indemnify the Landlord against any claim, loss ot liability arising from the breach of this clause and in addition thereto, the Tenant shall not hold the Landlord responsible for loss and damages suffer or may suffer in the event that the Tenant is prohibited by the relevant authority to carry on their trade, business or profession in the Demised Premises for any reasons whatsoever. The Tenant shall not carry on or permit or suffer to be carried on upon or into the Demised Premises any trade of a noxious, immoral illegal or offensive nature or to carry on the business of massage parlours, gambling house, hotel or bar, The Landlord shall not be responsible to the Tenant or the Tenant's visitors licensees servants agents or other persons in the Demised Premises or calling upon the Tenant for any accident happening or injury suffered or damage to ot loss of any chattel or property sustained on the Demised Premises, The acceptance of the rent or any part thereof by the Landlord shall not to be deemed to operate as a waiver by the Landlord of any right to action against the Tenant in respect of any breach by the Tenant of any of its covenants herein contained. No failure or delay on the part of the Landlord in exercising any right under this Agreement shall operate as a waiver of such right nor shall the knowledge ot acquiescence by the Landlord of or in a breach or non-observance or non-performance by the Tenant of any terms and conditions of this tenancy constitute a waiver of such and/or any other terms and conditions. The monthly maintenance charged imposed by the Developer shall bome and pay by the party whose name appeared in Section 11 of the First Schedule, In the event that there should be any action taken out by the relevant government authority for the demolition or acquisition of the Demised Premises, the Tenancy[c] 10. i. 12. hereby created shall be terminable at the instance of the Landlord with the giving of the usual notice herein provided and it is agreed between the parties hereto that no compensation in any form whatsoever shall be payable to the Tenant whether or not the Landlord may be compensated therefor. () That the cleanliness of the Demised Premises to be the responsibility of the Tenant and the Tenant shall ensure that the Demised Premises shall not be dirty and messy nor to be left as an unhealthy site on account of the renting out of the Demises Premises to the Tenant. (m) That during the validity of this Agreement and save and except with the consent of the Tenant in writing, the Landlord will not sell and transfer the said Demises Premises or any part or parts thereof, TERMINATION ‘This Agreement is for fixed term OR either party shall be entitled to terminate this Agreement by giving the other prior notice, as the case may be as specified in Section 12 of the first Schedule. Cae (rank Derm tes NOTICES Any notice in writing to be served hereunder shall sufficiently served on the Tenant if addressed to it and left at or sent by prepaid registered post at the address hereinbefore given and shall be sufficiently served on the Landlord if addressed to the Landlord or left at or sent by post to the Landlord at the address hereinbefore provided. A notice sent by prepaid registered post shall be deemed to be given at the time when it ought in the course of post to be delivered at the address to which it is sent. TIME OF THE ESSENCE Time wherever mentioned herein shall be deemed to be of the essence of this Agreement. COSTS AND EXPENSES All costs and expenses incidental to the preparation of this Agreement including the stamp duty hereof shall be borne by the Party as described in Section 9 of the First Schedule. BINDING EFFECT This Agreement shall be binding upon the Landlord, his heirs and legal representatives and upon the Tenant, his heirs, legal representatives and permitted assign. INTERPRETATION 12.1 Inthe Agreement where the context so admits:- (@ words importing the masculine gender only include the feminine and neuter genders; and{c] (i) words importing the singular number only include the plural number and vice versa. 13. EVENTS OF DEFAULT 13.1 13.2 For the purpose of these presents any act, default or omission of the employees or agents of the Tenant or present occupiers of the Demised Premises shall be deemed to be the act, default or omission of the Tenancy. Upon the occurrence of any one or more of the events provided below (each, an Event of Default and collectively, Events of Default.) the Landlord shall be entitled at anytime thereafter to terminate this Agreement by a forfeiture notice in writing to the Tenant pursuant to Section 235 of the NLC:- (@ if the Monthly Rental or any part thereof or any payments payable to the Landlord as stated in this Agreement shall be in arrears or shall be unpaid for seven (7) days after becoming payable whether formally demanded or not; (>) _ if the Tenant shall be in breach of any one or more of the terms and conditions of this Agreement or threaten to commit such a breach; (© the Tenant should use the Demised Premises for any unlawful purpose or for any purpose other than that expressly consented to by the Landlord in writing; (@ the Tenant shall permit or suffer to be presented a bankruptcy notice against the Tenant or against such person in whom the Tenancy shall vest or upon the presentation of a petition for liquidation, dissolution or winding up of the Tenant (as the case may be); (©) the Tenant shall, whether compulsorily or voluntarily, enter into any arrangement or composition for the benefit of or enter into any arrangement with its/his creditors; or (the Tenant shall permit or suffer any execution or distress to be levied on any of the Tenant's goods or on any goods on the Demised Premises, CONSEQUENCES OF TERMINATION If notice terminating this Agreement is duly given under clause 13.2:- 13.3(a)the Landlord shall be entitled to forfeit the whole of the Deposits under Clause 1 hereof absolutely together with the interest accrued thereon and further claim for liquidated damages as stated in Section 14 of the First Schedule The demand or receipt of such liquidated damages shall be without prejudice to any rights and remedies as may be available to the Landlord and shall be made good by the Tenant and shall be a debt due from the Tenant to the Landlord and shall be paid forthwith on demand;{c] 13.4 13.5 13.6 (bythe Tenant shall forthwith peaceably and quietly yield up and deliver to the Landlord or its agents vacant possession of the Demised Premises together with all the Fixtures and all additions therein in good and tenantable repair and clean condition (fair wear and tear excepted) in accordance with the Tenant's covenants contained herein; and (©)the Landlord may at any time re-enter upon the Demised Premises or any part thereof in the name of the whole, and thereafter, the Tenancy shall absolutely cease and determine and neither party shall have any further claim against the other on any matter in respect, or arising out of this Agreement (save and except for any antecedent breaches) and the Landlord shall be at liberty to re-let or deal with the Demised Premises as it shall see fit. DEEMED REASONABLE TIME The parties agree that fourteen (14) days from the date of the Landlord's notification to the Tenant of the occurrence of an Event of Default shall be deemed a reasonable time for the Tenant to remedy the default. INTEREST In addition to and without prejudice to any other rights or remedies which the Landlord may have under the provisions of this Agreement or at law, the Landlord shall be entitled to charge interest at the rate of interest per-annum as set out in Section 14 of the First Schedule and the said interest shall be calculated on a daily basis on the outstanding overdue Monthly Rental and any and all money due from the Tenant to the Landlord, from the first day of it becoming due and payable until such time as the money shall have been paid in full. RIGHT TO SELL GOODS Notwithstanding anything contained in this Agreement, it shall be lawful for the Landlord to sell or otherwise dispose of the goods, properties and assets of the Tenant in the Demised Premises at such time or times and at such price or prices as the Landlord shall think fit and without prejudice to the other rights and remedies of the Landlord and the Landlord shall, after payment out of the proceeds of sale, and the costs and expenses connected with the sale, apply the net proceeds of sale towards payment of all arrears of Monthly Rental and interest thereon and all other sums of money due and payable by the Tenant to the Landlord under this Agreement and the balance (if any) shall be paid over to the Tenant upon occurrence of any of the following events: (@) If this Agreement shall come to an end whether by effluxion of time or otherwise and the Tenant fails to remove all its goods (which expression where hereinafter used shall include personal property of every description) from the Demised Premises forthwith. (®) If this Agreement is terminated pursuant to Clause 13. 10[c] 14, 15. 16. (©) If the Tenant abandons the Demised Premises, whereupon the Tenant shall be deemed to have abandoned the Demised Premises and terminated this Agreement unilaterally. DISCONNECTING SUPPLY In the event that the Tenant shall, neglect or refuse to pay the Monthly Rental for any one (1). month upon the same becoming due and payable, the Landlord shall forthwith be entitled and have the right to disconnect or cause to be disconnected or cease or cause the cessation of the supply of the Utilities to the Demised Premises without prior notice to the Tenant and the Landlord shall not be responsible or liable for any loss, damage or expenses caused to the Tenant as a consequences of such action. LIMITED LIABILITY Notwithstanding anything contained in this Agreement, except in the event of willful and intentional default, the Landlord shall not be liable to the Tenant, its agent, servants, employees, invitees, contractors, licensees or assignees or any other person whosoever for any injury, loss or damage to any person or to any property, chattels or goods belonging to any person or other expense howsoever caused to or suffered by any or all of the above persons, occasioned by or arising from:- (@) the breakdown or non-functioning of any services to be provided by the Landlord or any Utilities; (6) the breakdown or non-functioning or the non provision, totally or partially, of any of the electrical, drainage, sewerage, air-conditioning or any other systems; (©) __ the defective working, stoppage or breakage of or defects in any appliances, pipes, cables or other machinery in or under or passing through or connected with or used for the purpose of the Demised Premises or any part thereof; @ theft, burglary, insects, lock-out, explosion, nuclear fall-out, riot, strike, disorder, civil commotion, war or enemy action; (© fire, water, storm, tempest, landslide, earth movement, earthquake or any other Acts of God; or (© circumstances beyond the Landlord's control. ENTIRE AGREEMENT This Agreement:- (@) constitute the entire agreement and understanding between the parties with respect to the matters dealt with in this Agreement; (6) supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to this Agreement in respect of the matters dealt with in this Agreement; and u{c] 17. 18. 19. 20. 21. (©) was not entered into by the parties in reliance of any agreement, understanding, warranty or representation of any party not expressly contained or referred to in this Agreement. EEFECTIVE DATE This Agreement shall take effect from the Commencement Date stated in the First Schedule, Section 5, irrespective of the diverse dates upon which the respective parties may have executed this Agreement, AMENDMENTS & ADDITIONS No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement will be effective unless it is in writing and signed by both of the parties. ‘ASSIGNMENT. (@ The Tenant shall not assign or transfer all or any part of its respective rights or obligations under this Agreement or delegate its performance under this Agreement without the prior written approval of the Landlord (except as expressly permitted by any of the provisions of this Agreement), and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of this Agreement. (b) The Landlord shall be entitled at its sole and absolute discretion to assign or transfer all or any part thereof of their respective rights or obligations under this Agreement or delegate their performance under this Agreement. GENERAL COVENANT Each party has entered in to this Agreement in good faith and shall give all such assistance and information to the other party and execute and do and procure all other necessary person or companies, if any, to execute and do all such further acts, deeds, assurance and things as may be reasonably required so that full effect may be given to the terms and conditions of this Agreement. INVALIDITY & SEVERABILITY If any provisions of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable. (@) such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (b) the remaining provisions of this Agreement shall remain in full force and effect; and 12{cl 22. 23. 24. (©) the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable an achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking. KNOWLEDGE & ACQUIESCENCE Knowledge or acquiescence by the Landlord of, or in, any breach of any of the provisions of this Agreement by the Tenant shall not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, the Landlord shall remain entitled to exercise its rights and remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement to be complied with by the Tenant. RIGHTS & REMEDIES ‘The rights and remedies of the Landlord provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the parties provided at law, and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy. FAILURE TO YIELD UP OR VACATE DEMISED PREMISES FAILURE TO YIELD UP 24.1 Without prejudice to any other right the Landlord may have against the Tenant, if the Tenant upon the expiry or the sooner termination or determination (howsoever occurring) of the Tenancy, fails, refuses or neglects to yield up or vacate the Demised Premises, the Tenant shall:- (@ pay to the Landlord, as agreed liquidated damages a sum equivalent to two times the amount of the Monthly Rental or the current market rental of the Demised Premises, whichever is higher, for each day following the expiration or sooner determination of the Tenancy until delivery of vacant possession; and (>) indemnify the Landlord, against all claims (if any) by any incoming tenant or purchaser of Demised Premises for failure on the Landlord's part to deliver vacant possession of the Demised Premises to the incoming tenant or purchaser, provided always that nothing contained in this Clause 24.1 shall be taken to imply or be construed to mean that the Tenant is entitled to delay in delivering up vacant possession on the due date. WITHOUT PREJUDICE TO OTHER RIGHTS OF LANLORD 24.2 The demand or receipt of liquidated damages pursuant to clause 24.1 shall be without prejudice to the Landlord's right to evict or remove the Tenant from the Demised Premises or to take proceedings to enforce the other rights of the Landlord contained in this Agreement. 13fc] 25, 26. LANDLORD'S COSTS 24.3 All the Landlord's legal fees and whatsoever disbursements incidental to the eviction of the Tenant for the breach of terms and conditions of this Agreement or the termination of the Tenancy (which shall also include any legal action taken for the recovery of any sums due and owing by the Tenant to the Landlord under this Agreement) shall be borne by and pay by the Tenant. CONSENT OR APPROVAL OF LANDLORD, In any case where pursuant to these presents or to any rule and regulations made hereunder the doing or executing of any act matter or thing by the Tenant is dependent upon the consent or approval of the Landlord, such consent or approval may be given or refused or withheld by the Landlord in its absolute discretion with or without conditions and without any obligation to give any reasons therefor provided always that the Tenant shall be wholly responsible therefor and shall fully indemnify the Landlord against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof, unless otherwise provided in this Agreement. THE SCHEDULE 26.1 The First and Second Schedule shall form an essential part of this Agreement, 26.2 The parties hereto expressly agree that in the event of any conflict discrepancies or variance between the provisions of this Agreement and that contain in the Schedules annexed hereto, the expressed terms/conditions set out in the Schedules shall prevail. HESSEN Eeeeen Sane RSesetannenaaaEE Sate (The remaining ofthis page is intentionally left Blank) 14[c] IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day, month and year first above written. SIGNED by ) MUI FATT ENTERPRISE SDN BHD for and on behalf of the Landlord =) (NO. SYARIKAT: 104882-W) in the presence ) SIGNED by ) WEGROW TRADING (M) SDN BHD for and on behalf of the Tenant) (NO, SYARIKAT: 1232671-A) in the presence of D Name: Designation: NRIC No.: ‘This is the execution page of the Tenancy Agreement in respect of the Demised Premises more particularly described in Section 4 of the First Schedule hereto. 15{c] FIRST SCHEDULE (Which is to be taken read and construed as an essential part of this AGREEMENT) Section No. Item Particulars L. ‘The day and year of this AGREEMENT : The day of 2 (@) Landlord : MUI FATT ENTERPRISE SDN BHD (NO. SYARIKAT: 104882-W) LOT 11793, JALAN PENGKALAN NELAYAN, TELOK GONG, 42000 PORT KLANG, SELANGOR DARULEHSAN. (b) that the Landlord hereby represents undertakes and warrants that he/she/they has/have authority to enter into this Tenancy Agreement and take full responsibility of this Agreement and the Tenant hereby accepts and acknowledge the same. 3, Tenant : WEGROW TRADING (M) SDN BHD (NO. SYARIKAT: 1232671-A) Registered Address: NO. 12-3, JALN 3/114, KUCHAI BUSINESS CENTRE, OFF JALAN KUCHAI LAMA, 58200 KUALA LMPUR. Business Address: LOT NOS, NO. 2, JALAN TUN TESA 2, PERDANA INDUSTRIAL PARK, 42000 KLANG, SELANGOR DARUL EHSAN. 16{c] 4 Demised Premises A factory bearing postal address at Unit Lot No. 8, No. 2, Jalan Tun Teja 2, Perdana Industrial Park, 42000 Klang, Selangor Darul Ehsan x < 5. i) Tenancy Period : Two (2) years we ii) Commencement Date 2 fe220T8 \/e3/20 1& Expiry Date : tnr2000- 9g [p>] 2020 mnelod i ar $6700.00 6 Monthly Rental,shall be 2 RMS67ZE35—~ paid on or before Ex - GST 7th day of each anced & succeeding month GI]: b Ya a7 ot any He diteranired 69 t bd (ahead. the ouuinarit_ em tne 7. (A) RM i) Advance rental for the : sport sete), Gs 1) Commencement month ii) Two) months rental 2 1Bdé3-10 |) 3460 (Ne ast] Deposit (hereinafter referred To as the Rental Deposit) Water and Electricity : soaps — S400}. (i ‘No 6ST) Deposit (referred to as the Utility Deposit) iv) Renovation Deposit : NIL Total : Baie ace Total: Ringgit Malaysia Two Hundred Twenty Six Thousand Eight Hundred Eighty Six and Cents Twenty Only (RM226,886-20) ‘ (b) The landiord hereby agredthihat the/fenant is allowed for rental free period of one a ‘month commencing from the this agreement. bo \' L ( " hm’ ge(c] 8. Renewal (a) A further three (@) years upon the expiry ofthe term hereby ereated (©) Rental for Renewal Years: (i) First year increase in rental of ten (10) cents per square fect ove fs, pezetng “mont «10 /eyfe rental Ge the expiring month for Fan Oe (2) years term Ireeby [& created) Gi) Second year increase in rental of ten (10) cents per tm[ 2/5 square feet over the preceeding month rental. @) Third year increase in rental 0 get of ten (10) cents per square feet al 9°(59 ne” ine preeading month rental. 9. Costs and expenses of this Agreement : Tenant 10. Permitted use of 3s Dismantle and processing of used the Demised Premises metals and related industrial business Me Monthly Maintenance é Tobe borne and paid bf the pjgy Appa Landlord (if any) 12, ‘Termination : The tenancy term hereby created shall be for fixed term. Any early termination of this tenancy term (ie. before its expiry) the aggrieved party shall be entitled to be compensated by the party in breach with rental for the unutilized period. 1813. Subletting : With prior consent of the Landlord . pag jo /. tay an He Rented eaten ated 14, Interest rate on late payment + (Not appligable) Aseaesaeeneneseseneaene (The remaining of this page is intentionally left blank)[c] SECOND SCHEDULE (which shall be taken as read and construed as an essential part of this Agreement). 4a) b) The Tenant shall settled all utility bills including Indah Water Konsortium bills and water bills and produce such receipts to the Landlord monthly. The Tenant shall indemnify the Landlord for whatever cost, expenses, penalties arising from the Tenant's breach or infringement of any law, rules, by-laws which required to be observed by the Tenant in carrying out its business. ‘The Tenant shall make good and reinstate the Demised Premises to its Original state and conditions (except fair wear and tear) prior to the yielding up of the Demised Premises upon expiry of the tenancy, failing which the Landlord shall have the right to engage other contractor/workmen to remedy and/or reinstate the same, all cost and expenses incurred shall be on the account of the Tenant. ‘The Tenant shall at its own cost and expense apply to the appropriate authority for the necessary permits / approvals / licence for conduct of the Tenant's business. The Tenant shall at all time indemnify and kept the Landlord indemnified for all and any penalties, fines, costs imposed by relevant government body as a result of breach on the part of the Tenant in complying with Section 4(a) above. The Tenant shall upon execution of this Tenancy Agreement and at his/her/its own costs and expenses apply to Tenaga Nasional Berhad for the supply of electricity to the Demised Premises. The Tenant shall be liable to pay for all government taxes including but not limited to goods and services (hereinafter referred to as the “Government Tax”) arising from this Agreement. The Government Tax shall be paid together with the payment of rental. Upon expiry or early determination of this Agreement, and in the event the Tenant left the Demised Premises BUT leaving behind goods/fixtures and fittings/belongings or the like (hereinafter referred to as “the Tenant’s Goods”) the same shall be treated as abandoned by the Tenant and the Tenant hereby agreed that the Landlord shall have the right and liberty to clear and/or dispose the Tenant’s Goods in whatever manner deem fit by the Landlord without the need to account for to the Tenant and in such event the Tenant shall have no claim whatsoever arising thereof. The Tenant shall not carry out any extension to the existing building and/or any structural renovation without the consent of the Landlord and local authority. HO HO SOO KEES Senn SaaS ER nae an RES ee (The remaining of this page is intentionally left blank) 20