SALE AND PURCHASE AGREEMENT

AN AGREEMENT OF SALE AND PURCHASE‚ is made this

BETWEEN

the person specifically described in Item 1 of Schedule I hereto (hereinafter called “the Vendor(s)”)
of the one part;

AND

the person specifically described in Item 2 of Schedule I hereto (hereinafter called “the
Purchaser(s)”) of the other part.

Whereas: -

I. The Vendor(s) is/are the registered owner of a Property described in Item 3 of Schedule I
hereto (hereinafter referred to as “the Property”).

II. The Vendor(s) has/have taken a loan (hereinafter referred to as “the Vendor(s)’ Loan”) and

charged the property to a body corporate specifically described in Item 4 of Schedule I
hereto (hereinafter referred to as “the Vendor(s)’ Financier”) and a sum is still due and
owing to the Bank.

III. The Vendor(s) is/are now desirous of selling to the Purchaser(s) and the Purchaser(s) is/are
desirous of buying from the Vendor(s) the Property free from any/all encumbrances but
subject to all the terms conditions and stipulations hereinafter contained and those
conditions and restrictions as are endorsed on the Issue Document of the Title to the
Property and/or expressed or implied by law.

IV. The Purchaser(s) intend to apply to a Bank and/or Financial Institution (hereinafter referred
to as “the Purchaser(s)’ Financier”) for a loan (hereinafter referred to as “the Purchaser(s)’
Loan”) to be secured upon a charge of the Property to the Financier (hereinafter referred to
as “the Purchaser(s)’ Financier ”) and utilise the whole or part thereof of the Purchaser(s)’
Loan to redeem the Property from the Bank and to pay the balance thereof (if any) towards
the account of the purchase price.

V. The Purchaser(s) is/are represented by MESSRS ROSENIDA, AZLINA, HAFIDZ & CO.
(Advocates & Solicitors) of No. 35 & 35-1, Wisma Ezekiel, Jalan TTDI Grove 7/1, Taman TTDI
Grove Square 2, 43000 Kajang, Selangor Darul Ehsan (hereinafter referred to as “the
Purchaser(s)’ Solicitors).

VI. The Vendor(s) is/are elected not to be represented by any Solicitors on his/her behalf and
has/have requested the Purchaser(s)’ Solicitors to attest the Vendor(s)’ execution of all
documents.
 MESSRS ROSENIDA, AZLINA, HAFIDZ & CO. (ADVOCATES & SOLICITORS)
Sale and Purchase Agreement

IT IS HEREBY AGREED TO‚ between the parties as follows:

1. Agreement to Sell

(a) The Vendor(s) hereby agree(s) to sell to the Purchaser(s) and the Purchaser(s) hereby
agree(s) to purchase from the Vendor(s) the Property free from any/all encumbrances
and on an “as is where is basis” but subject to all the terms, conditions and stipulations
hereinafter contained and those conditions and restrictions as are endorsed on the Issue
Documents of Title to the property and/or expressed or implied by law for and at the
Purchase Price stated in Item 5 of the Schedule I hereto (hereinafter referred to as “the
Purchase Price”) together with the fittings and fixtures and/or other special condition
that have been agreed by both parties as prescribed in the Schedule II of this
Agreement.

(b) With reference to the Clause 1(a), the Vendor(s) hereby agreed that the Purchaser(s)’
Solicitors shall have the absolute right to retain the Balance Purchase Price until the
fulfillment of the terms and conditions as per Schedule II of this Agreement.

2. Payment of Deposit

On or before the execution of this Agreement the sum stated in Item 6 of Schedule I hereto
(hereinafter referred to as “the Deposit”) shall be paid by the Purchaser(s) to the Vendor(s)
(the receipt whereof is hereby acknowledged by the Vendor(s)) as deposit and in the event of
the completion of the Sale and Purchase Agreement herein as part payment towards the
Purchase Price.

3. Payment of Balance Purchase Price

The balance of the Purchase Price stated in Item 7 of Schedule I hereto (hereinafter referred
to as “the Balance Purchase Price”) shall be paid by the Purchaser(s) to Purchaser’s Solicitors,
MESSRS ROSENIDA, AZLINA, HAFIDZ & CO. (Advocates & Solicitors) of No. 35 & 35-1, Wisma
Ezekiel, Jalan TTDI Grove 7/1, Taman TTDI Grove Square 2, 43000 Kajang, Selangor Darul
Ehsan as stakeholder who shall be the Solicitors hereto within the period stated in Item 8 of
Schedule I hereto (hereinafter referred to as “the Completion Date”).

4. Extension of Time

(a) In the event the Purchaser(s) fail to pay the Balance Purchase Price within the
Completion Date, the Vendor(s) hereby agree(s) to grant an extension of time as per
stated in Item 9 of Schedule I hereto (hereinafter referred to as “the Extended
Completion Date”) to the Purchaser(s) to settle the Balance Purchase Price subject to the
Purchaser(s) paying interest to the Vendor(s) at an agreed rate as stated in Item 10 of
Schedule I hereto (hereinafter referred to as “the Late Payment Interest”) calculated on
the outstanding sum of the Balance Purchase Price on working day basis immediately
from the next date upon expiry of the Completion Date until the date of actual receipt of
the full payment of the Balance Purchase Price to the Vendor(s) or the Solicitors.

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Sale and Purchase Agreement

(b) Payment of the Balance Purchase Price by the Purchaser(s) or her/his Financier to the
Vendor(s) or Solicitors less the total Redemption Sum paid to the Bank by the
Purchaser(s) is/are deemed to be full payment of the Balance Purchase Price by the
Purchaser(s).

(c) However, in the event that the Completion Date and/or the Extended Completion Date
shall fall on Saturday, Sunday or a public holiday, completion shall take place on such
other day as may be agreed in writing by the parties hereto or in default of such
agreement on the day other than Saturday, Sunday or a public holiday next following the
Completion Date or the Extended Completion Date as the case.

5. Purchaser(s)’ Loan

(a) Immediately after the execution of this Agreement, if the Purchaser(s) intends to apply a
loan to complete the purchase herein the Purchaser(s) shall as soon as reasonably
practicable make an application to the Purchaser(s)’ Financier for the Loan and shall
perform all acts and comply with all the requirements of the Purchaser(s)’ Financier in
order to secure the release of the Loan, if any

(b) The Purchaser(s) shall obtain a written confirmation and undertaking from the
Purchaser(s)’ Financier stating that the Purchaser(s)’ Loan has/have been approved and
further that the Purchaser(s)’ Financier shall hereby undertake to release the
Purchaser(s)’ Loan to be addressed directly to the Vendor(s) upon presentation of the
Memorandum of Transfer in favour of the Purchaser(s) and Charge in favour of the
Purchaser(s)’ Financier for registration at the relevant Land Office/Registry in
accordance with the term of the Agreement and provided always that the Purchaser(s)
shall have paid the differential sum between the Balance Purchase Price and the
Purchaser(s)’ Loan on or before the Completion Date or the Extended Completion Date.

(c) In the event that the loan sum and/or the Balance Purchase Price is not released to the
Vendor(s) or the Purchaser(s)’ Solicitors within the Completion Date or the Extended
Completion Date, the Purchaser(s) shall liable to pay interest at the rate of Eight per
centum (8%) per annum calculated on working day basis on the Balance Purchase Price
or such part thereof remain outstanding until the date of actual receipt by the Vendor(s)
or the Purchaser(s)’ Solicitors.

(d) In the event that loan sum is lesser than the Purchase Price, the Purchaser(s) shall
forthwith deposit the differential from (hereafter refined to as “the Differential Sum”) to
the Purchaser(s)’ Solicitors as stakeholder who shall be authorised to remit the
Differential Sum to the Vendor(s) before the Completion Date and/or the Extended
Completion Date, whichever earlier.

6. Purchaser(s)’ Default

In the event the Purchaser(s) failing or neglecting to pay the Deposit and Balance Purchase
Price within the time stipulated in Clause 2, Clause 3 and 4 hereof: -

(a) the Vendor(s) shall absolutely be entitled to forfeit the Deposit paid by the Purchaser(s)
as agreed liquidated damages;
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Sale and Purchase Agreement

(b) the Vendor(s) shall forthwith cause all monies other than the Deposit paid by the
Purchaser(s) pursuant to the terms of this Agreement whatsoever to be refund to the
Purchaser(s) free from interest PROVIDED THAT the Purchaser(s) shall in exchange for
such refund comply with and perform the obligation stated in Clause 6(c) and 6(d)
hereof;

(c) in exchange of the refund stated in Clause 6(b) hereinbefore contained, the Purchaser(s)
shall forthwith redeliver or cause to be redelivered to the Vendor(s) all documents
undertakings and confirmations delivered pursuant to the terms of this Agreement with
the Vendor(s) interest intact and withdraw or cause the private caveat lodged by the
Purchaser(s) and/or the Financier to be withdraw at the Purchaser(s)’ sole cost and
expenses; and

(d) the Purchaser(s) shall immediately redeliver vacant possession of the Property to the
Vendor(s) at the Purchaser(s)’ own costs and expenses and in the same state and
condition which the Purchaser(s) had taken delivery thereof, subject to fair wear and
tear accepted.

WHEREUPON this Agreement shall terminate and cease to be of any further effect but without
prejudice to any legal right either party may be entitled to against the other in respect of any
antecedent breach of this Agreement and the Vendor(s) shall be at liberty to sell or otherwise
deal with the Property in such manner and to and with such persons as the Vendor(s) shall
deem fit without tendering the Property to the Purchaser(s).

7. Vendor(s)’ Default

In the event of any breach by the Vendor(s) of any of the provisions and/or representations
and covenants of this Agreement and the Purchaser(s) having duly performed its obligations
under this Agreement then it is hereby agreed by the parties hereto that without prejudice to
any other rights or remedies the Purchaser(s) may be entitled at law:-

(a) the Purchaser(s) shall be entitled to enforce specific performance of this Agreement
against the Vendor(s) and all costs and expenses incurred by the Purchaser(s) in
connection therewith (including but not limited to the solicitors’ fees and costs on a
solicitors and client basis in connection with the purchase herein and in respect of the
said action for specific performance) shall be borne and paid by the Vendor(s);

or alternatively;

(b) the Purchaser(s) may terminate this Agreement by notice in writing to the Vendor(s)
where upon :-

(i) the Vendor(s) shall within fourteen (14) days upon demand from the
Purchaser(s) immediately refund all monies (including the amount of the Deposit
and Late Payment Interest) paid by the Purchaser(s) pursuant to the terms of this
Agreement failing which the Purchaser(s) shall be entitled to impose an interest
of eight percent (8%) calculated from the agreed liquidated damages on daily
basis from the expiry of the fourteen (14) days and in consideration of the refund

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Sale and Purchase Agreement

hereof, the Purchaser(s) shall comply with Clause 6(c) and 6(d) hereinafter
contained; and; and

(ii) in addition, the Vendor(s) shall forthwith pay to the Purchaser(s) a sum of Ringgit
Malaysia Sixty One Thousand (RM61,000.00) Only as agreed liquidated
damages.

WHEREUPON this Agreement shall terminate and cease to be of any further effect but without
prejudice to any legal right either party may be entitled to against the other in respect of any
antecedent breach of this Agreement and the Vendor(s) shall be at liberty to sell or otherwise
deal with the Property in such manner and to and with such persons as the Vendor(s) shall
deem fit without tendering the Property to the Purchaser(s).

8. Delivery of Documents and Original Issue Document of Title

The Vendor(s) shall upon the execution of this Agreement forward to the Purchasers(s)’
Solicitors the following:-

(i) the Original Issue Document of Title for the Property and the plan attached thereto duly
registered in the name of the Vendor(s) (if free from encumbrances);

(ii) A copy of a complete set of the Principal Sale and Purchase Agreement and/or all other
relevant chain of sub-sale documents at time of acquisition of Property by the Vendor;

(iii) A clear and colored copy of Vendors(s)’ identity card together with Vendor(s)’ income
tax number and issuing branch in Malaysia;

(iv) A copy of the Vendor(s)’ Financier's loan statement indicating the approximate amount
of loan outstanding payable by the Vendor and/or alternatively, the Vendor(s)’ letter of
confirmation that the Redemption Sum due and owing to the Vendor(s)’ Financier does
not exceed the Balance Purchase Price as at the date of the Sale and Purchase
Agreement;

(v) A copy of bills duly paid for current year quit rent and assessment tax together with the
receipts thereon duly registered in the name of the Vendor(s) with correct Property
address;

(vi) A copy of the certificate of fitness for occupation/completion and compliance certificate
for the Property;

(vii) A copy of duly paid current maintenance service/charges statement;

(viii) A copy of duly paid current master fire insurance policy of the Property; and

(ix) A copy of latest water, electricity, sewerage bills for the said Property.

In the event that Vendor(s) do not provide the abovementioned documents to the
Purchaser(s)’ Solicitor, the Purchaser(s)’ Solicitors is authorised by the Vendor(s)’ and
purchaser(s)’ to retain the Balance Deposit that have been deposited to the Purchaser(s)’
Solicitors as the stakeholder.
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Sale and Purchase Agreement

a) The Vendor(s) hereby authorised the Purchaser(s)’ Solicitors to forward to the

Purchaser(s)’ Financier's Solicitors, as the case may be, upon the Purchaser(s)’
Solicitor’s receipt of the redemption sum, Purchaser(s)’ Financier's Undertaking, the
Differential Sum (if any) and/or the interest thereon (if any), as the case may be :-

(i) the original title;

(ii) a valid and registrable discharge of the Existing Chargee; and

(iii) the relevant duplicate of the Existing Chargee.

(collectively as "the Security Documents") upon the release of the same by the
Vendor(s)’ Financier.

9. Execution of Memorandum of Transfer

To enable the Memorandum of Transfer in Form 14A of the National Land code (No. 56 of
1965) (hereinafter referred to as “the Transfer Form”) to be submitted to the Collector of
Stamp Duty for adjudication as to determine the stamp duty chargeable and payable thereon,
the parties hereto shall simultaneously with the execution of this Agreement, execute the
Transfer Form and stamp duty proforma in favour of the Purchaser(s)  and deposit the same
with the Solicitors with instructions as follows :-

(a) to be held by the Solicitors for the purpose only of submitting the Transfer Form to the
Collector of Stamp duty for adjudication of the stamp duty chargeable and payable
thereon;

(b) upon the Solicitors undertaking not to present the Transfer Form for registration until
written confirmation from the Vendor(s)/Solicitors that the full Purchase Price has been
fully deposited by the Purchaser(s) or the undertaking by the Financier to settle the
Balance Purchase Price being deposited with the Solicitors.

10. Entry of Private Caveat

The parties hereto agree that the Purchaser(s) shall be entitled to enter a private caveat on the
title to the Property provided always that the Purchaser(s) shall at his/her own costs and
expense forthwith remove or cause to be removed the private caveat upon the lawful
termination of this Agreement.

11. Discharge of the Vendor(s) Charge

(a) The Vendor(s) or the Solicitors (whichever is applicable) shall, within FOURTEEN (14)
WORKING DAYS upon request by the Financier(s)’ Solicitors procure and deliver the
following documents to the Financier(s)’ Solicitors :-

(i) the redemption statement from the Bank in respect of the Property;

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(ii) an original true copy of the letter of undertaking from the Bank addressed to the
Financier that upon receipt of the redemption sum in respect of the Property, the
Bank shall :-

(a) deliver the original document of title to the Property together with the
duplicate charge and the duly executed and registrable discharge of the
charge; and

(b) refund the redemption sum paid in the event that the discharge of the
charge cannot be registered for any reason whatsoever.

(b) In the event that the Redemption Sum shall exceed the Balance Purchase Price, the
Vendor(s) shall forthwith deposit the difference thereof with the Solicitors, who shall be
authorised to remit the same to the Bank.

12. Delay by Vendor(s)

(a) Notwithstanding the provision of Clause 6, the Purchaser(s) shall not be liable to pay
any interest for the period of delay caused by the Vendor(s) and/or the Bank and the
Completion Period shall automatically be extended by the equivalent number of days
delayed and no late payment interest will be charged for the accumulated number of
days exceeding the period mentioned in this Agreement.

(b) Without prejudice to the generality of the foregoing :-

(i) in the event the redemption statement cum undertaking is not received by the
Financier’s Solicitors within FOURTEEN (14) WORKING DAYS from the date of
written request by the Vendor(s) or Solicitors, provision of Clause 12(a) shall
apply; and

(ii) in the event that the Bank returns the issue documents of title, the duly executed
Discharge of Charge and the Duplicate Charge to the Solicitors or the Financier’s
Solicitors (if any), as the case may be, more than FOURTEEN (14) WORKING
DAYS after receipt of the redemption sum, the Bank shall be deemed to have
caused a delay and the provision of Clause 12(a) above shall apply.

(iii) in the event that the Vendor(s) fail to procure a copy of current duly paid quit rent
and assessment and all other outgoings receipts within seven (7) days from the
date of requested by the Solicitors, the Vendor(s) shall be deemed to have caused
a delay and the provision of Clause 12(a) above apply.

13. Real Property Gains Tax

(a) The parties hereto hereby agree that with effect from the 1st day of January 2010, the
parties shall submit notice of the Sale and Purchase of the said Property in the
Prescribed Form CKHT 1A and CKHT 2A respectively of the acquisition and disposal of
the said Property within sixty (60) days from the date of this Agreement or Approval
Consent to Transfer from the relevant land office, whichever is applicable (hereinafter
referred to as “the said period”).
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MESSRS ROSENIDA, AZLINA, HAFIDZ & CO. (ADVOCATES & SOLICITORS)
Sale and Purchase Agreement

(b) The parties further aware that if the Vendor(s) has/have been the registered proprietor
of the Property, the parties hereby agree that the Purchaser(s)’ Solicitors shall be
authorised to retain the sum stated in Item 6(c) of Schedule I hereto (hereinafter
referred to as “the Retention Sum”) from the Deposit being the 3% of the Purchase Price
(if applicable) and to remit the said Retention Sum to the Director General of Inland
Revenue within the said period as may be sufficient for the payment of the real property
gains tax chargeable (if any) in respect of the disposition of the said Property in
compliance with the Real Property Gain Tax Act, 1976 or any statutory modification
thereof.

(c) In the event that the Retention Sum is insufficient for the purpose set out in Clause 13(b)
above, the Vendor(s) shall be solely responsible for the payment of the balance thereof
and shall forthwith deposit the balance thereof to the Purchaser(s)’ Solicitors for their
onward transmission to the Director General of Inland Revenue.

(d) In the event that the Vendor(s) has/have been the registered proprietor of the Property
for more than FIVE (5) YEARS, and the Property is below Ringgit Malaysia Two Hundred
Thousand (RM200,000.00) Only, the parties hereby agree that the Purchaser(s)’
Solicitors shall not be required to retain any monies from the Deposit for purposes of
real property gains tax as the Vendor(s) is/are exempted from paying the real property
gains tax on the disposal of the said Property pursuant to the Section 2 (1) and (2) of the
Real Property Gains Tax (Exemption) Order 2018 (P.U(A) 360).

(e) In the event that the Vendor(s) has/have elected to apply for real property gains tax
exemption under Real Property Gains Tax (Exemption) Order 2020 (P.U. (A) 218).
Therefore, there shall be no retention sum equivalent to 3% of the Purchase Price to be
retained by the Purchaser’s Solicitors for onward payment to the Director General of
Inland Revenue in compliance with the Real Property Gain Tax Act, 1976 or any
statutory modification thereof.

(f) Without prejudice to the generality of the foregoing, the Vendor(s) hereby agree(s),
covenant(s), and undertake(s) with the Purchaser(s) and the Purchaser(s)’ Solicitors to
keep the Purchaser(s) and the Purchaser(s)’ Solicitors 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(s) under the Real Property Gains
Tax Act, 1976.

(g) The parties hereby:-

(i) agree that the Purchaser’s Solicitors shall be held responsible for any penalty
imposed by the Director General of Inland Revenue as a result of delay by the
Vendor and/or the Purchaser in forwarding the relevant documents and/or
information required for the purpose of submission of the Prescribed Forms to
the Directors General of Inland Revenue within the prescribed period; and

(ii) acknowledge and aware that the Purchaser(s)’ Solicitors’ obligations in respect to
the real property gains tax are only limited to submission of the prescribed forms
on behalf of the Vendor(s) or the Purchaser(s) and/or onward payment of the
Retention Sum (if applicable) to the Director General of Inland Revenue. The
parties further declare that the Purchaser(s)’ Solicitors shall not be held
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responsible or liable in any events for ensuring the assessment of the real
property gains tax chargeable or for any exemption arising therefrom.

14. Government Acquisition

The Vendor(s) hereby warrants to the Purchaser(s) the Vendor(s) that has/have received no
notice nor he/she/they is/are aware of any intended acquisition of the property or any part
thereof and the parties hereto expressly agree that in the event of the exercise of any rights or
taking of any steps under the Land Acquisition Act, 1960 by the Federal Government or any
other authority having power in that behalf between the date of this Agreement and the
Completion Date to carry out such acquisition, the Purchaser(s) shall be entitled :-

Either a] to terminate this Agreement and upon such termination the Vendor(s) shall
forthwith refund to the Purchaser(s) free of interest all monies paid by the
Purchaser(s) hereunder provided that the Purchaser(s) shall in exchange of such
refund comply with and perform the obligations stated in Clause 6(c) and 6(d) of
this Agreement and thereafter this Agreement shall become null and void and of
no further effect.

or b] to continue with and complete this Agreement and in such an event the
Purchaser(s) shall not be entitled for any reduction of the Purchase Price
PROVIDED ALWAYS that the Vendor(s) shall notify the Federal Government or
such other acquiring authority of the Purchaser(s) interest in the Property and the
terms of this Agreement and shall immediately having notice thereof notify the
Purchaser(s) of the exercise of such rights or the taking of such steps. Any
compensation payable under such acquisition shall belong to the Purchaser(s) as
and when the same shall be paid PROVIDED THAT the Purchaser(s) shall have
fully settled the purchase price in accordance with the provisions of this
Agreement. The Vendor(s) shall in all matters concerning such acquisition act
upon the instruction and at the cost of the Purchaser(s) and shall do all acts and
things as may be reasonably required by the Purchaser(s) for the purpose of
acquiring the best compensation payable.

15. Release of the Balance of Purchase Price

(a) The Balance Purchase Price of the Property herein shall only be released to the
Vendor(s) upon expiry of the period of FOURTEEN (14) WORKING DAYS from the date
of presentation of the Transfer Form in favour of the Purchaser(s) and Charge in favour
of the Financier (if any) for registration with the relevant Land Office/Registry by the
Purchaser(s)’ Solicitors or the Financier(s)’ Solicitors subject to the Purchaser(s)’
Solicitors received the balance purchase price as the Stakeholders from the
Purchaser(s)’ Financier or the Purchaser (whichever is applicable) and subject to that
the Vendor(s) has duly complied with all the other terms, conditions and stipulations
contained in this Agreement.

(b) It is hereby agreed by both parties, that the Solicitors shall deal with/ dispose the
Balance Purchase Price in the following manner and order;

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(i) to satisfy or arrange to satisfy the charge and /or redeem property if the Vendor
has not earlier or otherwise redeemed the Property;

(ii) to pay and settle all sums and other liabilities of the Vendor thereunder; and/or

(iii) to allow the Purchaser(s) to inspect the condition of the Property within three (3)
days from receipt of the Solicitors’ notification and the Purchaser(s) being
satisfied to the condition of the Property as per the Vendor(s) warranties under
Clause 18 (n) & (o).

(c) Upon the satisfaction of Clause 15(a) and (b), the Solicitors shall release the balance
purchase price to the Vendor.

16. Non-Registration of Documents

If for any reason whatsoever due to no fault of any of the party hereto, the transfer and/or
charge of the Property in favour of the Purchaser(s) or the Financier is/are rejected for
registration by the registering authority after all remedial action having been exhausted, then
the Vendor(s) shall on notification refund to the Purchaser(s) all money paid by the
Purchaser(s) towards the Purchase Price (without any interest thereon) provided that the
Purchaser(s) shall in exchange of such refund comply with and perform the obligations stated
in Clause 6(c) and 6(d) of this Agreement and whereupon neither party hereto shall have any
further claim against the other and whereupon this Agreement shall become terminated and
be of no further effect.

17. The Vendor(s) and Purchaser(s) Covenant

The parties hereto hereby warrant that they are not undischarged bankrupt or in case of a
company, a petition of winding up nor any litigation, arbitration or administrative proceedings
are presently current or pending nor are there any bankruptcy and/or winding up proceeding
and/or foreclosure proceeding pending against them and/or the Property.

(a) In the event if the Vendor(s) is/are found to be an undischarged bankrupt or any
winding up petition presently current or pending or threatened against the Purchaser(s)
as at the date of this Agreement, the Solicitors are hereby irrevocably authorised by the
parties hereto to deal with the proceeds of sale in accordance with the Insolvency Act
1976 and/or Companies Act (whichever is applicable).

(b) In the event if the Purchaser(s) is/are found to be undischarged bankrupt or any winding
up petition presently current or pending or threatened against the Purchaser(s), this
transaction shall then be deemed to be aborted and the Vendor(s) shall be entitled to
forfeit a sum equivalent to the Deposit and the Purchaser(s)’ Loan shall be accordingly
dealt with in accordance with the Insolvency Act 1976 and/or Companies Act (whichever
is applicable) and/or refunded to the Purchaser(s)’ Financier, as the case may be, and
this Agreement shall thereafter be null and void and shall have no further effect
whatsoever.

18. Vendor Representations and Warranties

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The Vendor(s) hereby covenants, declares, represents, warrants and undertakes with the
Purchaser(s) as follows:-

(a) the Vendor(s) is/are the registered and beneficial owner of the Property and has full
power and authority to sell and assign the said Property and pass good and clean title
thereto and have not disposed of or encumbered the said Property in any way

(b) the Vendor(s) has full power and authority to execute deliver and perform the terms of
this Agreement;

(c) the Vendor(s) has not created or allow to be created any other encumbrances
whatsoever [other than the existing charge in favour of the Vendor(s)’ Financier (if any)]
on the Property or any part thereof and the Property is free from all encumbrances,
liens, charges, mortgages, leases, caveats, prohibitory orders and claims of whatever
nature over the said Property prior to the Completion Date or the Extended Completion
Date, as the case may be;

(d) the Vendor(s) has not entered into any agreement with any person, firm or company to
sell the Property or any part thereof or granted any option, license, easement or any
other right whatsoever over or in respect of the Property or any part thereof to any
person, firm or company;

(e) there are no previous sale or agreement or arrangement (other than this Agreement) to
dispose of the Property or any portion thereof which are still subsisting and which have
not been validly and lawfully terminated or rescinded;

(f) all quit rents, rates and other outgoings due and payable in respect of the Property have
been paid to date and shall be duly and punctually paid by the Vendor(s) and that the
Vendor(s) has duly complied and shall duly comply with all conditions restrictions and
category of Property use, whether express or implied, affecting the Property and the
Vendor(s) has not done or omitted or suffered or permitted to be done or omitted and
shall not do or omit or suffer or permit to be done or omitted any act, matter or thing in
respect of the Property which may render the Property or any part thereof liable to
forfeiture or which may contravene the provisions of any laws, by-laws, rules,
regulations or orders now or hereafter in force affecting the Property;

(g) The Vendor(s) shall maintain monthly installment payment punctually with the
Vendor(s)’ Financier in order to avoid any delays and foreclosure/ auction proceeding
against the property until the full settlement of the redemption sum by the
Purchaser(s)/ Purchaser(s)’ Financier, as the case maybe and the Vendor(s) have
confirmed as the date of the Agreement that the outstanding sum due and owing to the
Vendor(s)’ Financier (if any) shall be less than the Balance Purchase Price;

(h) the Vendor(s) is/are not a bankrupt and has not been instituted with any bankruptcy
proceedings;

(i) that there is no claim or interest in relation to or affecting the Property or any part
thereof and neither of the Vendor(s) is engaged whether as a plaintiff or a defendant or
otherwise in any legal action, proceeding or arbitration in respect of or relating to the
Property or any part thereof and that there are no circumstances known to the
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Vendor(s) after making due and careful enquiries likely to lead to any such claim,
interest, legal action, proceeding or arbitration as aforesaid;

(j) there are no other claims by any third party(ies) (other than the Vendor(s)’ Financier (if
any)) over the Property;

(k) all relevant matters pertaining to the Property which would affect the interest of the
Purchaser(s) had been declared to the Purchaser(s);

(l) the Vendor(s) has not, other than the Vendor(s)’ Financier (if any), granted any power of
attorney to any person, corporation or body corporate or unincorporated in respect of
the Property;

(m) The Vendor(s) shall indemnify the Purchaser(s) and the Purchaser(s)’ Solicitors against
all fines and penalties in respect of the said Property arising prior to the date of delivery
of vacant possession on the said Property to the Purchaser(s) arising(s) from the
Vendor(s) default or omission; and

(n) The said Property shall substantially be in and of the same condition between the date of
this Agreement and the date of delivery of vacant possession; and

(o) The Vendor(s) shall dispose the property in accordance with the terms and conditions
herein s stated herein and the property will be delivered with clean from waste, free
from the Vendor(s)’ goods and grass to be properly cut, failing which the Vendor(s) shall
pay all cost of removal of the said matters as prescribed in the Clause 15(b)(ii) of the
Agreement.

The truth and correctness of all the matters stated in the warranties and undertakings herein
set out shall form the basis upon which the Purchaser(s) enters into this Agreement. It is
hereby agreed that in the event there is a breach of covenants, undertakings, representations
or warranties hereof, the Vendor(s) shall rectify the said breach within FOURTEEN (14) days
of the Purchaser(s)’ notice requiring such rectification and pending rectification of the breach
by the Vendor(s), all the Purchaser(s)’ obligations under this Agreement shall be suspended. In
the event the Vendor(s) is not able to rectify the said breach within the time limit stipulated
above, the Purchaser(s) shall have the right at its absolute discretion to terminate this
Agreement and the Vendor(s) shall refund all the moneys paid by the Purchaser(s) in
accordance to the terms of this Agreement.

Notwithstanding the completion of the sale and purchase herein contemplated, the
representations and warranties herein contained shall continue to subsist thereafter for the
purpose of giving effect to the terms hereof.

19. Purchaser(s)’ Representations and Warranties

The Purchaser(s) hereby represent and warrants to and undertakes with the Vendor(s) as
follows:

(a) The Purchaser(s) have full power and authority to execute, deliver and perform the
terms of this Agreement and has taken and will before the Completion Date or the

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Extended Completion Date take all necessary actions to authorize the execution, deliver
and performance of the terms of this Agreement; and

(b) The Purchaser(s) have inspected the said Property and has full notice of the state and
condition of the said Property.

20. Inspection of the said property

The said Property shall be deemed to have been inspected by the Purchaser(s) and the
Purchaser(s) shall be deemed to have purchased and accepted the same in the condition and
state in which the same is as at the date of this Agreement, fair wear and tear excepted and the
Purchaser(s) is purchasing the said Property on an “as is where is basis”, the Vendor(s) shall
not be held responsible to repair any defects identify during the inspection.

21. Passing of Risk

All risk in the Property shall pass to the Purchaser(s) upon delivery vacant possession of the
property by the Vendor(s) to the Purchaser(s).

Without prejudice to the generality above upon passing of risk the Purchaser(s) shall have no
claim, right or remedy howsoever described against the Vendor(s).

22. Payment of Outgoings

All quit rent, rates, assessments and other outgoings payable in respect of the Property shall be
apportioned between the parties hereto as at the date of delivery of vacant possession of the
Property by the Vendor(s) to the Purchaser(s) PROVIDED ALWAYS that the Vendor(s) shall
indemnify the Purchaser(s) against any loss or penalty which may be imposed by the relevant
authority in respect of late or non-payment of such aforesaid payment for the period prior to
the date of delivery of vacant possession of the Property to the Purchaser(s) .

Upon delivery of vacant possession of the Property, the Purchaser(s) shall at their own cost to
update with the relevant authority in respect with the change of name on the utilities bill and
other out goings. The Purchaser(s)’ Solicitor shall not be responsible of the same.

23. Specific Performance

The Purchaser(s) performing and observing the terms and conditions herein contained shall
be entitled to specific performance of this Agreement and the Vendor(s) shall indemnify the
Purchaser(s) against all costs incidental to the enforcement of his right hereunder.

24. Legal Fees and Disbursement

a) The Purchaser(s) shall pay:

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i. the Solicitors’ costs for the preparation and completion of this Agreement
including all other fees, charges, disbursements and any out-of-pocket expenses
payable on or incidental to the filing of CKHT 2A, the execution, completion,
registration of this Agreement and the Private Caveat lodged by the Purchaser(s)
or the Purchaser’s Financier, as the case may be, if any;

ii. the stamp duty payable on the Memorandum of Transfer in favour of the
Purchaser(s) including all other fees, charges, disbursements and any out-of-
pocket expenses payable on or incidental to the execution, completion and
registration of the Memorandum of Transfer.

iii. it is hereby agreed that if the Collector of Stamp Duty or any other competent
authority shall at any time hereafter value the property at a value higher than the
actual Purchase Price stated herein, the Purchaser(s) shall be liable to pay such
additional stamp duty assessed to be payable.

b) The Vendor(s) shall pay:

i. fees, charges, disbursements and any out-of pocket expenses payable on or

incidental to the filing of CKHT 1A and CKHT 3 or any costs incurred in relation to
removal of any existing private caveat save and except for the Private Caveat
lodged by the Purchaser(s) or the Purchaser’s Financier, as the case may be, if any
and the Consent to Transfer from the Vendor(s) to the Purchaser(s).

25. Delivery of Vacant Possession

Vacant possession (keys of the property or/ and access card) of the Property shall be
delivered by the Vendor(s) to the Purchaser(s)’ Solicitors as stakeholder within five (5)
working days upon receipt of Balance Purchase Price by the Purchaser(s)’ Solicitors or five (5)
working days upon receipt the written notice from the Purchaser(s)’ Financier’s Solicitors by
the Purchaser(s)’ Solicitors that the Balance Purchase Price has been deposited with the
Purchaser(s)’ Solicitors (client’s account), failing which, the Vendor(s) shall pay to the
Purchaser(s) the late delivery interest of the vacant possession in the sum equivalent to eight
(8%) per centum per annum of the Purchase Price calculated on the daily basis until such time
that the vacant possession is given to the Solicitors herein.

The Purchaser(s) shall collect the keys of the property from the Purchaser(s)’ Solicitors hereby
upon the settlement the late payment interest (if any) together with the payment of
apportionment of outgoings due by the Purchaser(s) to the Vendor(s) pursuant to the Clause
22 herein have been deposited to the Purchaser(s)’ Solicitors as stakeholder by the
Purchaser(s) within five (5) working days from the date of delivery vacant possession by the
Vendor(s) to the Solicitors.

26. Property Damaged by Fire, Etc.

In the event that the said Property are partly or wholly damaged by fire, flood or other
unforeseen events before the delivery of vacant possession of the Property to the Purchaser(s)
it is hereby expressly agreed that the Purchaser(s) shall be entitled to unilaterally rescind this
Agreement by written notice whereupon the Vendor(s) shall on demand forthwith refund to
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the Purchaser(s) the Deposit and all whatsoever monies paid herein by the Purchaser(s), free
of interest provided that the Purchaser(s) shall in exchange of such refund comply with and
perform the obligation stated in Clause 6(c) and 6(d) of this Agreement, whereupon this
Agreement shall become null and void and neither party shall have any claim against the other.

27. Force Majeure/Act of God

a) Unless otherwise provided in the Agreement, the parties shall not be liable for failures
or delays in performing their obligations arising from any cause beyond their control,
including but not limited to acts of God, acts of any civil or military authority, fires,
strikes, lockouts or labour disputes, epidemics, pandemics, governmental restrictions or
impediments, any types of movement control orders (MCO), wars, riots, earthquakes,
storms, typhoons, landslides and floods or any act, regulation, statute, decision or
restriction of or imposed by any Relevant Authorities thereof or any other circumstance
of whatsoever nature beyond the control of the affected party (hereinafter referred to as
“Force Majeure Events”) affecting all activities within Malaysia rendering the temporary
closure of premises and implementation of new regulation by the relevant authorities
that causes delays of the usual business activities and operations of legal firms,
commissioner for oaths, financial institution services, land office and/or stamp office
dealings, developer, court or any other Relevant Authorities PROVIDED HOWEVER that
there must be a direct causal relation between the prevention or delay and the event or
events involved and further that the party affected by such event or events must notify
the other in writing the occurrence of any event of Force Majeure Events applicable to
its obligations under the Agreement and its consequence, and, as far as it is practicable,
take all action necessary and reasonable under the circumstances to remove the cause
or causes of such prevention or delay and to proceed to perform its obligation
hereunder and in the event of any such delay the time for any party's performance shall
be extended for a period equal to the time lost by reason of the delay which shall be
remedied with all due despatch in the circumstances. Therefore, the Completion Date or
the Extended Completion Date shall automatically be extended by the equivalent
number of days delayed and no late payment interest will be charged for the
accumulated number of days.

b) If by reason of any of the events described in Clause 28(a), any party is unable to
perform its obligations under this Agreement for a continuous period of six (6) months
or any period mutually agreed between the parties, the parties may have an option
either to proceed the transaction or to terminate the Agreement by giving notice in
writing to the other party and upon such termination the consequences as specified in
Clause 16 shall apply mutatis mutandis.

28. Time is Essence

Time whenever mentioned shall be of the essence of this Agreement.

29. Agreement to be Bound

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Sale and Purchase Agreement

In this Agreement the terms ‘Vendor(s)’ and ‘Purchaser(s)’ shall be deemed to include and be
binding upon their respective nominees, heirs, representatives and assigns.

30. Notice

Any notice to be served by either party hereto to the other party shall be in writing and shall
be deemed sufficiently served on the other party:-

(a) If it is sent by prepaid registered post addressed to the other party at the address
hereinbefore mentioned or to his Solicitors and in such a case is shall be deemed
(whether it is actually delivered or not) to have been received within four (4) working
days from the date of posting;

(b) If it is despatched by hand to the other party or his Solicitors shall be deemed to have
been received on the same day; and/or

(c) If it is sent by courier shall be deemed to have been received on the next working days.

31. Interest On Refund

For the purpose of this Agreement, any refund to be effected by the Vendor(s) to the
Purchaser(s) pursuant to the term herein shall be refunded within fourteen (14) days from the
date of such refund becoming due failing which the Vendor shall be liable to pay interest at the
rate of eight per cent (8%) per annum on the sum to be refunded to be calculated on a daily
basis from the expiry of the aforesaid fourteen (14) days period until the date of actual
payment to the Purchaser(s).

32. Compensation to the Purchaser

In the event that due to the delay by the Vendor(s) in forwarding the Original Issued Document
of Title, the duly paid current year quit rent and other relevant documents necessary to effect
a transfer of the Property from the Vendor(s) to the Purchaser(s) within fourteen (14)
working days from the date of request, the Purchaser(s) has suffered additional
charges/expenses but not limited to penalty on the registration fees of duly stamped
Memorandum of Transfer, the Vendor(s) shall indemnify the Purchaser(s) for all such
charges/expenses.

33. Knowledge or Acquiescence Not A Waiver

Knowledge or acquiescence by either party hereto in any breach of any of the conditions or
covenants herein contained shall not operate or be deemed to be a waiver of such conditions
or covenants or 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 the other of the terms and conditions herein

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34. Survival of Undertakings Covenants and Agreements

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

35. Severability

If any term condition stipulation provision covenant or undertaking of this Agreement which
has been declared by any Court or other competent authority to be void, voidable, invalid,
illegal or unenforceable in whole or in part, the validity, legality and enforceability of the other
terms and conditions of this Agreement and/or the remaining of the term(s) condition(s)
stipulation(s) provision(s) covenant(s) or undertaking(s) in question shall not be affected
thereby and shall remain in full force and effect.

36. Good Faith

Each of the parties undertake with each other to do all things reasonably within his power
which are necessary or desirable to give effect to the spirit and intent of this Agreement.

37. Agreement

It is agreed between the Vendor(s) and the Purchaser(s) the Schedule hereto shall be taken,
read and construed as an essential part of this Agreement.

38. Modification

This agreement contains the entire agreement between the Parties with respect of the subject
matter hereof, supersedes all previous agreement and undertaking between the parties with
respect thereto. Any modifications, amendment or alteration of this agreement shall be
conferred upon and determined by an instrument in writing by the parties hereto.

39. Interpretation

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 neuter gender only shall include the masculine and feminine
genders and vice versa;

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

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(c) where there are two (2) or more persons or parties included or comprised in the
expression “the Vendor” or “the Purchaser” any agreements covenants terms
stipulations and undertakings expressed to be made by or binding upon such persons or
parties shall be deemed to be made by or binding upon such persons or parties jointly
and severally;

(d) Words applicable to natural person include any body or persons, firm or partnership,
corporate or unincorporate, and shall bind all of its assigns and successors-in-
title. Accordingly, any reference herein relating to bankruptcy shall thereafter be
references relating to winding-up, liquidation, amalgamation or reconstruction, as the
case may be.

(e) The headings and sub-headings in this Agreement are inserted for convenience only and
are to be ignored when construing the provisions of this Agreement.

(f) Where an act is required to be done within a specified number of days after or from a
specified date, the period is inclusive of and begins to run from the date so specified.

(g) a period of days from the happening of an event or the doing of any act or thing shall be
deemed to be inclusive of the day on which the event happens or the act or thing is done
and if the last day of the period is a weekly holiday or a public holiday (hereinafter called
"the excluded day") the period shall include the next following day which is not an
excluded day;

(h) the expression "month" means a period calculated from a specific day up to and
including the day immediately corresponding to that specific day in the subsequent
month or, if there shall be no such day in such subsequent month, the last day of that
month;

(i) the expression "Ringgit Malaysia" and the abbreviation "RM" shall mean the lawful
currency of Malaysia;

(j) references to Clauses are to be construed as references to Clauses of this Agreement;

(k) references to the provisions of any legislation includes references to any statutory
modification and re-enactment thereof from time to time; and

(l) the expression "Relevant Authorities" or "Appropriate Authorities" shall mean any
government, semi or quasi-governmental department or statutory body having
jurisdiction in respect of the relevant subject matter.

(m) The expression of Vendor(s)’ Financier shall be interpreted as Vendor(s)’ Bank, Chargee
Bank or Assignee Bank (whichever is applicable).

(n) The expression of Purchaser(s)’ Financier shall be interpreted as Purchaser(s)’ Bank

vise versa (whichever is applicable).

(o) The Vendor(s)’ Security Documents shall include of all original stamped Security
Documents whenever the redeem of the property shall be proceed by way Deed of
Receipt and Reassignment.

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(p) The State Authority Consent shall be inclusive of Consent to Transfer or / and Consent to
Charge (if applicable) or/ and Consent to Transfer issued by Lembaga Perumahan
Hartanah Selangor (if applicable)

***********************************************************************************************
(the rest of this page is left blank intentionally)

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day, month and the
year first above written.

SIGNED by the VENDOR(S) )

)
in the presence of :- )
)
)
)
…………………………………………............
DAVID CHEONG CHEE KONG
(NRIC No.: 770212-14-5051)

SIGNED by the PURCHASER(S) )

)
in the presence of :- )
)
) ……………………............………......….…………..
) SHAHARUDIN BIN MOHAMD @ MOHD
(NRIC No.: 781022-01-5815)

SCHEDULE I
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(Which is to be taken read and construed as an

essential part of this Agreement)

ITEM DESCRIPTION PARTICULARS

1. Name and Address of the DAVID CHEONG CHEE KONG

Vendor(s) (NRIC No.: 770212-14-5051)

No. 3, Jalan 6/149 H,

Taman Sri Endah,
57000 Kuala Lumpur

2. Name and Address of the SHAHARUDIN BIN MOHAMD @ MOHD

Purchaser(s) (NRIC No.: 781022-01-5815)

12-3-2 Rosana Villa Apartment,

Jalan Putra Perdana 9,
Taman Putra Perdana,
47100 Puchong,
Selangor

3. The Property All that piece and parcel of freehold land held under
Individual title H.S.(D) 44941, P.T. 62095, Mukim
Dengkil, Daerah Sepang, Negeri Selangor measuring
approximately 130 square meters in area.

Description:-
One (1) unit of Double Storey Link House

Postal Address :-
63, Jalan Aman Serenia 5/5, Bandar Serenia (Amani),
43900 Sepang, Selangor

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

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4. Name and Address of the MAYBANK ISLAMIC BERHAD (787435-M)

Chargee PT 7443, Jalan BBN 1/2F,
Bandar Baru Nilai,
71800 Nilai,
Negeri Sembilan

5. The Purchase Price Ringgit Malaysia Six Hundred Ten Thousand

(RM610,000.00) Only

6. The Deposit Ringgit Malaysia Sixty One Thousand (RM61,000.00)

Only shall be paid by the Purchaser(s) to the Vendor(s)
in the following manners: -

a) Ringgit Malaysia Three Thousand

(RM3,000.00) Only (hereinafter called “the Part
of Earnest Deposit”) paid by the Purchaser to the
LANDSWORTH PROPERTIES SDN BHD as the
Agency Fees (the receipt of which the agent
hereby acknowledges);

b) Ringgit Malaysia Eleven Thousand Three

Hundred Seventy Five (RM11,375.00) Only
(hereinafter called “the Balance of Earnest
Deposit”) paid by the Purchaser to the
LANDSWORTH PROPERTIES SDN BHD as the
Agency Fees upon signing Sale and Purchase
Agreement; and

c) Ringgit Malaysia Forty Six Thousand Six

Hundred Twenty Five (RM46,625.00) Only
(hereinafter called “the Balance Deposit”) shall
be paid by the Purchaser to the Purchaser’s
Solicitor as stakeholder upon signing Sale and
Purchase Agreement.

[The Part of Earnest Deposit, the Balance of Earnest

Deposit and the Balance Deposit hereinafter collectively
referred to as “the Deposit” as part payment towards the
Purchase Price.]

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

7. The Balance Purchase Price Ringgit Malaysia Five Hundred Forty Nine Thousand
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(RM549,000.00) Only

8. The Completion Date NINETY (90) WORKING DAYS from the date of this
Agreement.

9. The Extended Completion THIRTY (30) WORKING DAYS from the expiry of the
Date COMPLETION DATE.

10. The Late Payment Interest EIGHT PER CENTUM (8%) PER ANNUM on the
unpaid balance of the Purchase Price.

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

1) The Vendor(s) warrant that the Fitting and Fixtures are free from all liens and encumbrances and
vacant possession of the said Property shall be delivered with all the Fittings and Fixtures on an
as-is-where-is basis.

2) The Sale and Purchase herein shall include the Fittings and Fixtures as follows:-

a. NIL

3) Special Conditions

NIL

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